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OR 87-391 Issuance of combination Tax & Revenue Certificates of Obligation for $4.9M ANNEXATION ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. 87391 AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY OF COPPELL, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION, SERIES 1987, IN THE AGGREGATE PRINCIPAL AMOUNT OF $4,900,000; AND ENACTING OTHER PROVISIONS RELATING TO THE PURPOSES AND SUBJECT OF THIS ORDINANCE WHEREAS, under the provisions of Article 2368a.1, Vernon's Annotated Texas Civil Statutes, as amended, the City of Coppell, Texas (the "City"), is authorized to issue certificates of obligation for the purposes specified in this Ordinance and for the payment of all or a portion of the contractual obligations for professional services of engineers, attorneys and financial advisors in connection therewith, and to sell the same for cash as herein provided~ and WHEREAS, the City is authorized to provide that such obligations will be payable from and secured by the levy of a direct and continuing ad valorem tax against all taxable property within the City, in combination with all or a part of certain revenues the City's combined waterworks and sewer system (the "System") remaining after payment of any obligations of the City payable in whole or in part from a lien or pledge of such revenues which would be equal to or superior to the obligations to be authorized herein; and WHEREAS, the City Council has found and determined that it is necessary and in the best interests of the City and its citizens that it issue such certificates of obligation authorized by this Ordinance; and WHEREAS, pursuant to a resolution heretofore passed by this governing body, notice of intention to issue certificates of obligation of the City payable as provided in this Ordinance was published in a newspaper of general circulation in the City on October 2, 1987 and October 9, 1987 (the date of the first publication being at least 14 days prior to the date set for passage of this Ordinance), such certificates of obligation to be in an amount not to exceed $4,900,000 for the purpose of paying contractual obligations to be incurred for the construction of public works, to wit: improving and constructing streets for and within the City, and for paying all or a portion of the contractual obligations for professional services of engineers, attorneys and financial advisors in connection therewith; and WHEREAS, no petition of any kind has been filed with the City Secretary, any member of the City Council or any other official of the City, protesting the issuance of such certificates of obligation~ and WHEREAS, this City Council is now authorized and empowered to proceed with the issuance of said certificates of obligation and to sell the same for cash; and WHEREAS, the meeting at which this Ordinance is considered is open to the public as required by law, and public notice of the time, place and purpose of said meeting was given as required by Article 6252-17, Vernon's Annotated Texas Civil Statutes, as amended~ therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: ARTICLE I DEFINITIONS AND OTHER PI~ELIMINARY MATTERS Section 1.01. Definitions. Unless otherwise expressly provided or unless the context clearly requires otherwise in this Ordinance, the following terms shall have the meanings specified below: "Certificate" means any of the Certificates. "Certificate Date" means the date designated as the initial date of the Certificates by Section 3.02(a) of this Ordinance. "Certificates" means the certificates of obligation authorized to be issued by Section 3.01 of this Ordinance and designated as "City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 1987," in the aggregate principal amount of $4,900,000. "City" means the City of Coppell, Texas. "Closing Date" means the date of the initial delivery of and payment for the Certificates. "Code" means the Internal Revenue Code of 1986, as amended, including applicable regulations, published rulings and court decisions. "Event of Default" means any event of default as defined in Section 10.01 of this Ordinance. 0721D -2- "Fiscal Year" means such fiscal year as shall from time to time be set by the City Council. "Initial Certificate" means the initial certificate authorized by Section 3.04 of this Ordinance. "Interest and Sinking Fund" means the interest and sinking fund established by Section 2.02 of this Ordinance. "Interest Payment Date" means the date or dates upon which interest on each Certificate is scheduled to be paid until their respective dates of maturity or prior redemption, such dates being February 1 and August 1 of each year commencing February 1, 1989. "Net Revenues" means the gross revenues of the System less the expenses of operation and maintenance as said expenses are defined by Article 1113, Vernon's Annotated Texas Civil Statutes, as amended. "Owner" means the person who is the registered owner of a Certificate or Certificates, as shown in the Register. "Paying Agent/Registrar" means initially First City Bank of Dallas, Dallas, Texas, or any successor thereto as provided in this Ordinance. "Prior Lien Bonds" means any and all bonds or other obligations of the City presently outstanding or that may be hereafter issued, payable from and secured by a first lien on and pledge of the Net Revenues or by a lien on and pledge of the Net Revenues subordinate to a first lien and pledge of such Net Revenues but superior to the lien and pledge of the Surplus Revenues made for the Certificates. "Record Date" means the 15th day of the month next preceding an Interest Payment Date. "Register" means the Register specified in Section 3.06(a) of this Ordinance. "Special Payment Date" means the date which is 15 days after the Special Record Date. "Special Record Date" means that special record date established pursuant to Section 3.03(f) of this Ordinance. "Surplus Revenues" means the revenues of the System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve and other requirements in connection with the City's Prior Lien Bonds, provided, however, that for purposes of providing revenues for 0721D -3- the payment of the Certificates, Surplus Revenues shall not include any revenues of the System in excess of $1,000 and no amount of Surplus Revenues above $1,000 shall be pledged to the payment of the Certificates. "Surplus Revenue Fund" means the surplus revenue fund established by Section 2.03 of this Ordinance. "System" as used in this Ordinance means the City's waterworks and sewer system, including all present and future additions, extensions, replacements and improvements thereto. Section 1.02. Findings. The declarations, determinations and findings declared, made and found in the preamble to this Ordinance are hereby adopted, restated and made a part of the operative provisions hereof. Section 1.03. Table of Contents, Titles and Headinqs. The table of contents, 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 or provisions hereof and shall never be considered or given any effect in construing this Ordinance or any provision hereof or in ascertaining intent, if any question of intent should arise. Section 1.04. Interpretation. (a) Unless the context requires otherwise, words of the masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to include correlative words of the plural number and vice versa. (b) This Ordinance and all the terms and provisions hereof shall be liberally construed to effectuate the purposes set forth herein. ARTICLE II SECURITY FOR THE CERTIFICATES Section 2.01. Payment of the Certificates. Pursuant to the authority granted by the Constitution and laws of the State of Texas, there shall be levied and there is hereby levied for the current year and each succeeding year thereafter while the Certificates or any interest thereon is 0721D -4- outstanding and unpaid, an ad valorem tax within legal limitations on each $100 valuation of taxable property in the City, at a rate sufficient within the limit prescribed by law to pay the debt service requirements on the Certificates, being (i) the interest on the Certificates and (ii) a sinking fund for their payment at maturity or a sinking fund of two percent per annum (whichever amount is the greater), when due and payable, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the debt service requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Interest and Sinking Fund. This governing body hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said debt service requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding obligations. The amount of taxes to be provided annually for the payment of principal of and interest on the Certificates shall be determined and accomplished in the following manner: (a) The City's annual budget shall reflect (i) the amount of debt service requirements to become due on the Certificates in the next succeeding Fiscal Year of the City, (ii) the amount on deposit in the Surplus Revenue Fund and the Interest and Sinking Fund, as of the date such budget is prepared (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year), and (iii) the amount of Surplus Revenues estimated and budgeted to be available for the payment of such debt service requirements on the Certificates during the next succeeding Fiscal Year of the City. (b) The amount required to be provided in the succeeding Fiscal Year of the City from ad valorem taxes shall be the amount, if an~, the debt service requirements to be paid on the Certificates in the next succeeding Fiscal Year of the City exceeds the sum of (i) the amount shown to be on deposit in the Surplus Revenue Fund and the Interest and Sinking Fund (after giving effect to any payments required to be made during the remainder of the then current Fiscal Year) at the time the annual budget is prepared, and (ii) the Surplus Revenues shown to be budgeted and available for payment of said debt service requirements. (c) Following the final approval of the annual budget of the City, the governing body of the City shall, by ordinance, levy an ad valorem tax at a rate sufficient to produce taxes in the amount determined in paragraph (b) above, 0721D -5- to be utilized for purposes of paying the principal of and interest on the Certificates in the next succeeding Fiscal Year of the City. The City hereby covenants and agrees that the Surplus Revenues are hereby irrevocably pledged to the payment of the principal of, redemption premium, if any, and interest on the Certificates as the same become due. If the liens and provisions of this Ordinance shall be released in a manner permitted by Article XI hereof, then the collection of such ad valorem tax may be suspended or appropriately reduced, as the facts may permit, and further deposits to the Interest and Sinking Fund may be suspended or appropriately reduced, as the facts may permit. In determining the aggregate principal amount of outstanding Certificates, there shall be subtracted the amount of any Certificates that have been duly called for redemption and for which money has been deposited with the Paying Agent/Registrar for such redemption. Section 2.02. Interest and Sinking Fund. (a) The City hereby establishes a special fund or account to be designated the "City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 1987, Interest and Sinking Fund," said fund to be maintained at an official depository bank of the City separate and apart from all other funds and accounts of the City. (b) Money on deposit in or required by this Ordinance to be deposited to the Interest and Sinking Fund shall be used solely for the purpose of paying the interest on and principal of the Certificates when and as due and payable in accordance with their terms and this Ordinance. Section 2.03. Surplus Revenue Fund. The City hereby establishes a special fund or account to be designated the "City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 1987, Surplus Revenue Fund," said fund to be maintained at an official depository bank of the City separate and apart from all other funds and accounts of the City, and shall in no event be diverted or drawn upon for any purpose other than those herein provided. All Surplus Revenues shall be paid over and deposited into the Surplus Revenue Fund. The Surplus Revenues shall be appropriated and employed in the following order: (a) First: For deposit to the Interest and Sinking Fund to provide for the payment of the debt service requirements of the Certificates in accordance with the terms and conditions of this Ordinance; and 072[D -6- (b) Second: After all the requirements of subparagraph (a) above have been provided for, whether by the collection of an ad valorem tax levied in this Ordinance or by the use of the pledged Surplus Revenues, the Surplus Revenues may be used for any lawful purpose. ARTICLE III AUTHORIZATION; GENERAL TERMS AND PROVISIONS REGARDING THE CERTIFICATES Section 3.01. Authorization. The City's certificates of obligation to be designated "City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 1987" (the "Certificates"), are hereby authorized to be issued and delivered in accordance with the Constitution and laws of the State of Texas. The Certificates shall be issued in the aggregate principal amount of $4,900,000 for the purpose of paying contractual obligations to be incurred for the construction of public works, to wit: improving and constructing streets for and within the City, and for paying all or a portion of the contractual obligations for professional services of engineers, attorneys and financial advisors in connection with said public works and the Certificates. Section 3.02. Date, Denomination, Maturities and Interest. (a) The Certificates shall be dated November 1, 1987. The Certificates shall be in fully registered form, without coupons, in the denomination of $5,000 or any integral multiple thereof and shall be numbered separately from one upward, except the Initial Certificate, which shall be numbered T-1. (b) The Certificates shall mature on February 1 in the years and in the principal amounts set forth in the following schedule: Principal Interest Principal Interest Year Installments Rate Year Installments Rate 1990 $100,000 10.25% 2000 $225,000 7.80% 1991 100,000 10.25% 2001 250,000 7.90% 1992 125,000 10.25% 2002 275,000 8.00% 1993 125,000 10.25% 2003 300,000 8.00% 1994 150,000 10.25% 2004 325 000 8.00% 1995 150,000 10.25% 2005 350 000 8.00% 1996 175,000 10.25% 2006 375 000 8.00% 1997 175,000 9.90% 2007 400 000 7.25% 1998 200,000 7.60% 2008 425 000 7.25% 1999 200,000 7.70% 2009 475 000 7.25% 07Z1D -7- (c) Interest shall accrue and be paid on each Certificate respectively until its redemption or prior maturity from the later of the Certificate Date or the most recent Interest Payment Date to which interest has been paid or provided for at the rates per annum for each respective maturity specified in the schedule contained in subsection (b) above. Such interest shall be payable semiannually on February 1 and August 1 Of each year, commencing on February 1, 1989, computed on the basis of a 360-day year of twelve 30-day months. Section 3.03. Medium, Method and Place of Payment. (a) The principal of, redemption premium, if any, and interest on the Certificates shall be paid in lawful money of the United States of America. (b) Interest on the Certificates shall be payable to the Owners as shown in the Register at the close of business on the Record Date. (c) Interest shall be paid by check, dated as of the Interest Payment Date, and sent by the Paying Agent/Registrar to each Owner, first class United States mail, postage prepaid, to the address of each Owner as it appears in the Register, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and each Owner to whom interest is to be paid~ provided, however, that the Owner shall bear all risk and expenses of such customary banking arrangement. (d) The principal of each Certificate shall be paid to the Owner thereof on the due date, whether at the maturity date or the date of prior redemption thereof, upon presentation and surrender of such Certificate at the principal corporate office of the Paying Agent/Registrar. (e) If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall for all purposes be deemed to have been made on the due date thereof as specified in this Section. (f) In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the 0721D scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each Owner of a Certificate appearing on the books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. Section 3.04. Execution and Reqistration of Certificates. (a) The Certificates shall be executed on behalf of the City by the Mayor and the City Secretary, by their manual or facsimile signatures, and the official seal of the City shall be impressed or placed in facsimile thereon. Such facsimile signatures on the Certificates shall have the same effect as if each of the Certificates had been signed manually and in person by each of said officers, and such facsimile seal on the Certificates shall have the same effect as if the official seal of the City had been manually impressed upon each of the Certificates. (b) In the event that any officer of the City whose manual or facsimile signature appears on the Certificates ceases to be such officer before the authentication of such Certificates or before the delivery thereof, such facsimile signature nevertheless shall be valid and sufficient for all purposes as if such officer had remained in such office. (c) Except as provided below, no Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided herein, duly authenticated by manual execution by an officer or duly authorized signatory of the Paying Agent/Registrar. It shall not be required that the same officer or authorized signatory of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate delivered at the Closing Date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided herein, manually executed by the Comptroller of Public Accounts of the State of Texas, or by his duly authorized agent, which Certificate shall be evidence that the Certificate has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the City, and has been registered by the Comptroller of Public Accounts of the State of Texas. (d) On the Closing Date, one initial Certificate representing the entire principal amount of all Certificates, 0721D -9- payable in stated installments to the initial purchaser, or its designee, manually signed by the Mayor and City Secretary of the City, approved by the Attorney General, and registered and manually signed by the Comptroller of Public Accounts, will be delivered to the initial purchaser or its designee. Upon payment for the Initial Certificate, the Paying Agent/Registrar shall cancel the Initial Certificate and deliver registered definitive Certificates, each definitive Certificate having a single, specified maturity and interest rate, in integral multiples of $5,000, in accordance with instructions received from the initial purchaser or its designee. It shall be the duty of the initial purchaser or its designee to furnish to the Paying Agent/Registrar, at least five (5) business days prior to the Closing Date, written instructions on forms which the purchaser or its designee must request of and obtain from, and which shall be provided by, the Paying Agent/Registrar designating the names in which such definitive Certificates are to be registered, the addresses of the Owners, the respective maturities, interest rates and denominations. If such written instructions are not received within the specified time period, the cancellation of the Initial Certificate and delivery of definitive Certificates in exchange therefor may be delayed until such instructions are received. Section 3.05. Ownership. (a) The City, the Paying Agent/Registrar and any other person may treat the person in whose name any Certificate is registered as the absolute owner of such Certificate for the purpose of making and receiving payment of the principal thereof and redemption premium, if any, thereon, for the further purpose of making and receiving payment of the interest thereon, and for all other purposes, whether or not such Certificate is overdue, and neither the City nor the Paying Agent/Registrar shall be bound by any notice or knowledge to the contrary. (b) All payments made to the Owner of a Certificate shall be valid and effectual and shall discharge the liability of the City and the Paying Agent/Registrar upon such Certificate to the extent of the sums paid. Section 3.06. Registration, Transfer and Exchanqe. (a) So long as any Certificates remain outstanding, the City shall cause the Paying Agent/Registrar to keep at its principal corporate trust office a register in which, subject to such reasonable regulations as it may prescribe, the Paying Agent/Registrar shall provide for the registration and transfer of Certificates in accordance with this Ordinance. 07Z~D '10-- (b) The ownership of a Certificate may be transferred only upon the presentation and surrender of the Certificate at the principal corporate office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar. No transfer of any Certificate shall be effective until entered in the Register. (c) The Certificates shall be exchangeable upon the presentation and surrender thereof at the principal corporate office of the Paying Agent/Registrar for a Certificate or Certificates of the same maturity and interest rate and in a denomination or denominations of any integral multiple of $5,000, and in an aggregate principal amount equal to the unpaid principal amount of the Certificates presented for exchange. The Paying Agent/Registrar is hereby authorized to authenticate and deliver Certificates exchanged for other Certificates in accordance with this Section. (d) Each exchange Certificate delivered by the Paying Agent/Registrar in accordance with this Section shall constitute an original contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such exchange Certificate is delivered. (e) No service charge shall be made to the Owner for the initial registration or any subsequent transfer of Certificates, but the Paying Agent/Registrar will require the Owner to pay the reasonable cost incurred by the Paying Agent/ Registrar in connection with the exchange of a Certificate or Certificates for a different denomination where no simultaneous transfer of the Certificate or Certificates to a new Owner also occurs. In addition, the Paying Agent/Registrar may require the Owner to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection with the registration, transfer or exchange of a Certificate. (f) Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer, or exchange any Certificate or portion thereof called for redemption prior to maturity within 30 days prior to the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Owner of an unredeemed balance of a Certificate called for redemption in part. Section 3.07. Cancellation. All Certificates paid or redeemed before scheduled maturity in accordance with this Ordinance, and all Certificates in lieu of which exchange Certificates or replacement Certificates are authenticated and delivered in accordance with this Ordinance, shall be cancelled and destroyed upon the making of proper records regarding such payment, redemption, exchange or replacement. The Paying Agent/Registrar shall periodically furnish the City with certificates of destruction of such Certificates. Section 3.08. Temporary Certificates. (a) Following the delivery and registration of the Initial Certificate and pending the preparation of definitive Certificates, the City may execute and, upon the City's request, the Paying Agent/Registrar shall authenticate and deliver, one or more temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any denomination, substantially of the tenor of the definitive Certificates in lieu of which they are delivered, without coupons, and with such appropriate insertions, omissions, substitutions and other variations as the officers of the City executing such temporary Certificates may determine, as evidenced by their signing of such temporary Certificates. (b) Until exchanged for Certificates in definitive form, such Certificates in temporary form shall be entitled to the benefit and security of this Ordinance. (c) The City, without unreasonable delay, shall prepare, execute and deliver to the Paying Agent/Registrar, and thereupon, upon the presentation and surrender of the Certificate or Certificates in temporary form to the Paying Agent/Registrar, the Paying Agent/Registrar shall authenticate and deliver in exchange therefor a Certificate or Certificates of the same maturity and series, in definitive form, in the authorized denomination, and in the same aggregate principal amount, as the Certificate or Certificates in temporary form surrendered. Such exchange shall be made without the making of any charge therefor to any Owner. Section 3.09. Replacement Certificates. (a) Upon the presentation and surrender to the Paying Agent/Registrar of a mutilated Certificate, the Paying Agent/ Registrar shall authenticate and deliver in exchange therefor a replacement Certificate of like tenor and principal amount, bearing a number not contemporaneously outstanding. The City or the Paying Agent/Registrar may require the Owner of such Certificate to pay a sum sufficient to cover any tax or other governmental charge that is authorized to be imposed in connection therewith and any other expenses connected therewith. (b) In the event that any Certificate is lost, apparently destroyed or wrongfully taken, the Paying Agent/ Registrar, pursuant to the applicable laws of the State of 0721D Texas and in the absence of notice or knowledge that such Certificate has been acquired by a bona fide purchaser, shall authenticate and deliver a replacement Certificate of like tenor and principal amount, bearing a number not contemporane- ously outstanding, provided that the Owner first complies with the following requirements: (i) furnishes to the Paying Agent/Registrar satisfactory evidence of his or her ownership of and the circumstances of the loss, destruction or theft of such Certificate; (ii) furnishes such security or indemnity as may be required by the Paying Agent/Registrar, and acceptable to the City, to save the Paying Agent/Registrar and the City harmless; (iii) pays all expenses and charges in connection therewith, including, but not limited to, printing costs, legal fees, fees of the Paying Agent/Registrar and any tax or other governmental charge that is authorized to be imposed; and (iv) satisfies any other reasonable requirements imposed by the City and the Paying Agent/Registrar. (c) If, after the delivery of such replacement Certificate, a bona fide purchaser of the original Certificate in lieu of which such replacement Certificate was issued presents for payment such original Certificate, the City and the Paying Agent/Registrar shall be entitled to recover such replacement Certificate 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 Paying Agent/Registrar in connection therewith. (d) In the event that any such mutilated, lost, apparently destroyed or wrongfully taken Certificate has become or is about to become due and payable, the Paying Agent/Registrar, in its discretion, instead of issuing a replacement Certificate, may pay such Certificate. (e) Each replacement Certificate delivered in accordance with this Section shall constitute an original additional contractual obligation of the City and shall be entitled to the benefits and security of this Ordinance to the same extent as the Certificate or Certificates in lieu of which such replacement Certificate is delivered. -13- Section 3.10. Additional Obliqations. The City reserves the right to issue any obligations authorized by law and such obligations may be payable from the same source and secured in the same manner on a parity with the Certificates. ARTICLE IV REDEMPTION OF CERTIFICATES BEFORE MATURITY Section 4.01. Limitation on Redemption. The Certificates shall be subject to redemption before scheduled maturity only as provided in this Article IV. Section 4.02. Optional Redemption. (a) The City reserves the option to redeem Certificates maturing on and after February 1, 1999, in whole or any part, before their respective scheduled maturity dates, on February 1, 1998, or on any Interest Payment Date thereafter (such redemption date or dates to be fixed by the City) at a price equal to the principal amount of the Certificates called for redemption plus accrued interest to the date fixed for redemption. (b) The City, at least 45 days before the redemption date (unless a shorter period shall be satisfactory to the Paying Agent/Registrar), shall notify the Paying Agent/Registrar of such redemption date and of the maturity or maturities and the amounts thereof to be redeemed. Section 4.03. Partial Redemption. (a) If less than all of the Certificates subject to redemption are to be redeemed, the City shall direct the Paying Agent/Registrar to call by lot the Certificates, or portions thereof within such maturity and in such principal amounts for redemption. (b) A portion of a single Certificate of a denomina- tion greater than $5,000 may be redeemed, but only in a principal amount equal to $5,000 or any integral multiple thereof. If such a Certificate is to be partially redeemed, the Paying Agent/Registrar shall treat each $5,000 portion of the Certificate as though it were a single Certificate for purposes of selection for redemption. (c) Upon surrender of any Certificate for redemption in part, the Paying Agent/Registrar, in accordance with Section 0721D -14- 3.06 of this Ordinance, shall authenticate and deliver an exchange Certificate or Certificates in an aggregate principal amount equal to the unredeemed portion of the Certificate so surrendered, such exchange being without charge, notwithstand- ing any provision of Section 3.06 to the contrary. (d) The Paying Agent/Registrar shall promptly notify the City in writing of the principal amount to be redeemed of any Certificate as to which only a portion thereof is to be redeemed. Section 4.04. Notice of Redemption to Owners. (a) The Paying Agent/Registrar shall give notice of any redemption of Certificate~ by sending notice by first class United States mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the Owner of each Certificate (or part thereof) to be redeemed, at the address shown on the Register. (b) The notice shall state the redemption date; the redemption price; the place at which the Certificates are to be surrendered for payment; if less than all the Certificates outstanding are to be redeemed, an identification of the Certificates or portions thereof to be redeemed; and that the Certificates so called for redemption shall cease to bear interest after the redemption date. (c) Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives such notice. Section 4.05. Payment Upon Redemption. (a) Before or on each redemption date, the City shall deposit with the Paying Agent/Registrar money sufficient to pay all amounts due on the redemption date and the Paying Agent/ Registrar shall make provision for the payment of the Certificates to be redeemed on such date by setting aside and holding in trust such amounts received by the Paying Agent/ Registrar from the City and shall use such funds solely for the purpose of paying the principal of, premium, if any, and accrued interest on the Certificates being redeemed. (b) Upon presentation and surrender of any Certificate called for redemption at the principal corporate office of the Paying Agent/Registrar on or after the date fixed for redemption, the Paying Agent/Registrar shall pay the principal of, redemption premium, if any, and accrued interest on such Certificate to the date of redemption from the money set aside for such purpose. o72~D -15- Section 4.06. Effect of Redemption. (a) Notice of redemption having been given as provided in Section 4.04 of this Ordinance, the Certificates or portions thereof called for redemption shall become due and payable on the date fixed for redemption and, unless the City defaults in its obligation to make provision for the payment of the principal thereof, premium, if any, or accrued interest thereon, such Certificates or portions thereof shall cease to bear interest from and after the date fixed for redemption, whether or not such Certificates are presented and surrendered for payment on such date. (b) If the City shall fail to make provision for payment of all sums due on a redemption date, then any Certificate or portion thereof called for redemption shall continue to bear interest at the rate stated on the Certificate until paid or until due provision is made for the payment of same by the City. Section 4.07. Lapse of Payment. (a) Money that is set aside for the redemption or payment upon maturity of Certificates and remaining unclaimed by the Owners of such Certificates after such redemption date or maturity date shall be segregated in a special escrow account and held in trust, uninvested, without interest, for the account of such Owners. (b) Subject to any applicable escheat or similar law, money that is set aside for the redemption or payment upon maturity of Certificates and remaining unclaimed by the Owners of such Certificates for three years after such redemption date or maturity date shall be applied to the next payment or payments on the Certificates thereafter coming due and, to the extent any such money remains after the retirement of all outstanding Certificates, shall be paid to the City to be used for any lawful purpose. Thereafter, neither the City, the Paying Agent/Registrar nor any other person shall be liable or responsible to any Owners of such Certificates for any further payment of such unclaimed moneys or on account of any such Certificates for any further payment of such unclaimed moneys or on account of any such Certificates. O721D -16- ARTICLE V PAYING AGENT/REGISTRAR Section 5.01. Appointment of Initial Payinq Aqent/ Registrar. First City Bank of Dallas, Dallas, Texas, is hereby appointed as the initial Paying Agent/Registrar for the Certificates. Section 5.02. Qualifications. Each Paying Agent/Registrar shall be a commercial bank, a trust company organized under the laws of the State of Texas, or other entity duly qualified and legally authorized to serve as and perform the duties and services of paying agent and registrar for the Certificates. Section 5.03. Maintaininq Payinq Aqent/Registrar. (a) At all times while any Certificates are outstanding, the City will maintain a Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance. The Mayor is hereby authorized and directed to execute an agreement with the Paying Agent/Registrar specifying the duties and responsibilities of the City and the Paying Agent/Registrar. The signature of the Mayor shall be attested by the City Secretary of the City. (b) If the Paying Agent/Registrar resigns or otherwise ceases to serve as such, the City will promptly appoint a replacement. Section 5.04. Termination. The City, upon not less than 60 days notice, reserves the right to terminate the appointment of any Paying Agent/ Registrar by delivering to the entity whose appointment is to be terminated written notice of such termination. Section 5.05. Notice of Chanqe to Owners. Promptly upon each change in the entity serving as Paying Agent/Registrar, the City will cause notice of the change to be sent to each Owner by first class United States mail, postage prepaid, at the address in the Register, stating the effective date of the change and the name and mailing address of the replacement Paying Agent/Registrar. -17- Section 5.06. Agreement to Perform Duties and Functions. By accepting the appointment as Paying Agent/Registrar, the Paying Agent/Registrar is deemed to have agreed to the provisions of this Ordinance and that it will perform the duties and functions of Paying Agent/Registrar prescribed thereby. Section 5.07. Delivery of Records to Successor. If a Paying Agent/Registrar is replaced, such Paying Agent, promptly upon the appointment of the successor, will deliver the Register (or a copy thereof) and all other pertinent books and records relating to the Certificates to the successor Paying Agent/Registrar. ARTICLE VI FORM OF THE CERTIFICATES Section 6.01. Form Generally. (a) The Certificates, including the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Certificate of the Paying Agent/Registrar, and the Assignment form to appear on each of the Certificates, (i) shall be substantially in the form set forth in this Article, with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance, and (ii) may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including any reproduction of an opinion of counsel) thereon as, consistently herewith, may be determined by the City or by the officers executing such Certificates, as evidenced by their execution thereof. (b) Any portion of the text of any Certificates may be set forth on the reverse side thereof, with an appropriate reference thereto on the face of the Certificates. (c) The definitive Certificates, if any, shall be printed, lithographed, or engraved, and may be produced by any combination of these methods or produced in any other similar manner, all as determined by the officers executing such Certificates, as evidenced by their execution thereof. (d) The Initial Certificate submitted to the Attorney General of the State of Texas may be typewritten and photocopied or otherwise reproduced. 0721D -18- Section 6.02. Form of the Certificates. The form of the Certificates, including the form of the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the form of Certificate of the Paying Agent/Registrar and the form of Assignment appearing on the Certificates, shall be substantially as follows: (a) Form of Certificate. REGISTERED REGISTERED No. $ United States of America State of Texas County of Dallas CITY OF COPPELL, TEXAS COMBINATION TAX AND REVENUE CERTIFICATE OF OBLIGATION SERIES 1987 INTEREST RATE: MATURITY DATE: CERTIFICATE DATE: CUSIP NUMBER: November 1, 1987 The City of Coppell (the "City"), in the County of Dallas, State of Texas, for value received, hereby promises to pay to or registered assigns, on the Maturity Date specified above, the sum of DOLLARS unless this Certificate shall have been sooner called for redemption and the payment of the principal hereof shall have been paid or provided for, and to pay interest on such principal amount from the later of the Certificate Date specified above or the most recent interest payment date to which interest has been paid or provided for until payment of such principal amount has been paid or provided for, at the per annum rate of interest specified above, computed on the basis of a 360-day year of twelve 30-day months, such interest to be paid semiannually on February 1 and August 1 of each year, commencing February 1, 1989. The principal of this Certificate shall be payable without exchange or collection charges in lawful money of the United States of America upon presentation and surrender of -19- this Certificate at the principal corporate office of the Paying Agent/Registrar executing the registration certificate appearing hereon. Interest on this Certificate is payable by check dated as of the interest payment date, mailed by the Paying Agent/Registrar to the registered owner at the address shown on the registration books kept by the Paying Agent/ Registrar, or by such other customary banking arrangement acceptable to the Paying Agent/Registrar and the registered owner to whom interest is paid; provided, however, that the registered owner shall bear all risk and expenses of such customary banking arrangement. For the purpose of the payment of interest on this Certificate, the registered owner shall be the person in whose name this Certificate is registered at the close of business on the "Record Date," which shall be the fifteenth day of the month next preceding such interest payment date. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (the "Special Payment Date" which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class, postage prepaid, to the address of each registered owner of a Certificate appearing on the books of the Paying Agent/ Registrar at the close of business on the last business day next preceding the date of mailing of such notice. If the date for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, legal holiday, or day on which banking institutions in the city where the Paying Agent/Registrar is located are required or authorized by law or executive order to close, the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday, or day on which banking institutions are required or authorized to close, and payment on such date shall have the same force and effect as if made on the original date payment was due. This Certificate is one of a series of fully registered certificates specified in the title hereof issued in the aggregate principal amount of $4,900,000 (herein referred to as the "Certificates"), issued pursuant to a certain ordinance of the City (the "Ordinance") for the purpose of paying contractual obligations to be incurred for the construction of public works and for paying all or a portion of the contractual obligations for professional services of engineers, attorneys and financial advisors in connection with said public works and the Certificates. -20- The City has reserved the option to redeem the Certificates maturing on and after February 1, 1999, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 1, 1998, or on any interest payment date thereafter, at a price equal to the principal amount of the Certificates so called for redemption plus accrued interest to the date fixed for redemption. If less than all of the Certificates subject to redemption are to be redeemed, the City shall determine the maturity or maturities and the amounts thereof to be redeemed and shall direct the Paying Agent/Registrar to call by lot the Certificates, or portions thereof, within such maturity and in such principal amounts, for redemption. Notice of such redemption or redemptions shall be given by first class mail, postage prepaid, not less than 30 days before the date fixed for redemption, to the registered owner of each of the Certificates to be redeemed in whole or in part. Notice having been so given, the Certificates or portions thereof designated for redemption shall become due and payable on the redemption date specified in snch notice, and from and after such date, notwithstanding that any of the Certificates or portions thereof so called for redemption shall not have been surrendered for payment, interest on such Certificates or portions thereof shall cease to accrue. As provided in the Ordinance, and subject to certain limitations therein set forth, this Certificate is transferable upon surrender of this Certificate for transfer at the principal corporate office of the Paying Agent/Registrar with such endorsement or other evidence of transfer as is acceptable to the Paying Agent/Registrar, and, thereupon, one or more new fully registered Certificates of the same stated maturity, of authorized denominations, bearing the same rate of interest, and for the same aggregate principal amount will be issued to the designated transferee or transferees. Neither the City nor the Paying Agent/Registrar shall be required to issue, transfer or exchange any Certificate or portion thereof called for redemption prior to maturity within 30 days prior to the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the owner of an unredeemed balance of a Certificate called for redemption in part. The City, the Paying Agent/Registrar, and any other person may treat the person in whose name this Certificate is registered as the owner hereof for the purpose of receiving payment as herein provided (except interest shall be paid to the person in whose name this Certificate is registered on the Record Date, or Special Record Date, as applicable) and for all other purposes, whether or not this Certificate be overdue, and 0721D neither the City nor the Paying Agent/Registrar shall be affected by notice to the contrary. IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Certificate and the series of which it is a part is duly authorized by law; that all acts, conditions and things to be done precedent to and in the issuance of this Certificate and the series of which it is a part, have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; that proper provisions have been made for the levy and collection annually of taxes upon all taxable property in said City sufficient within the limits prescribed by law to pay the interest on this Certificate and the series of which it is a part, as due, and to provide for the payment of the principal as the same matures; that, in addition to said tax, further provisions have been made for the payment of the principal hereof and the interest hereon, and of the series of which this Certificate is a part, by pledging to such purposes all or a portion of the Surplus Revenues, as defined in the Ordinance, derived by the City from the operation of the combined waterworks and sewer system; that when so collected, such taxes and Surplus Revenues shall be appropriated to such purposes; and that the total indebtedness of the City, including the Certificates, does not exceed any constitutional or statutory limitation. IN WITNESS WHEREOF, the City has caused this Certificate to be executed by the manual or facsimile signature of the Mayor of the City and countersigned by the manual or facsimile signature of the City Secretary, and the official seal of the City has been duly impressed or placed in facsimile on this Certificate. Mayor, City of Coppell, Texas City Secretary, City of Coppell, Texas [SEAL] 0721D -22- (b) Form of Comptroller's Reqistration Certificate. The following Comptroller's Registration Certificate may be deleted from the definitive Certificates if such certificate on the Initial Certificate is fully executed. OFFICE OF THE COMPTROLLER § OF PUBLIC ACCOUNTS § REGISTER NO. OF THE STATE OF TEXAS § I hereby certify that there is on file and of record in my office a certificate of the Attorney General of the State of Texas to the effect that this Certificate has been examined by him as required by law, that he finds that it has been issued in conformity with the Constitution and laws of the State of Texas, that it is a valid and binding obligation of the City of Coppell, Texas, and that this Certificate has this day been registered by me. Witness my hand and seal of office at Austin, Texas, [SEAL] Comptroller of Public Accounts of the State of Texas (c) Form of Certificate of Paying Aqent/Reqistrar. The following Certificate of Paying Agent/Registrar may be deleted from the Initial Certificate if the Comptroller's Registration Certificate appears thereon. CERTIFICATE OF PAYING AGENT/REGISTRAR The records of the Paying Agent/Registrar show that the Initial Certificate of this series of Certificates was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas, and that this is one of the Certificates referred to in the within-mentioned Ordinance. FIRST CITY BANK OF DALLAS, Dallas, Texas, as Paying Agent/Registrar Dated: By: Authorized Signatory 0721D -23- (d) Form of Assiqnment. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (print or typewrite name, address and Zip Code of transferee): (Social Security or other identifying number: ) the within Certificate and all rights hereunder and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration hereof, with full power of substitution in the premises. Dated: NOTICE: The signature on this Assignment must correspond with Signature Guaranteed By: the name of the registered owner as it appears on the face of the within Certificate in every particular and must be guaranteed by an officer of a federal or state bank or a member of the National Associa- tion of Securities Dealers. Authorized Signatory (e) The Initial Certificate shall be in the form set forth in paragraphs (a) through (d) of this Section, except for the following alterations: (i) immediately under the name of the Certificate the headings "INTEREST RATE" and "MATURITY DATE" shall both be completed with the expression "As shown below"; (ii) in the first paragraph of the Certificate, the words "on the maturity date specified above" shall be deleted and the following will be inserted: "on February 1 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: -24- Principal Interest Year Installments Rate (Information to be inserted from schedule in Section 3.02 hereof.) (iii) in the second paragraph of the Certificate, the words "executing the registration certificate appearing hereon" shall be deleted and an additional sentence shall be added to the paragraph as follows: "The initial Paying Agent/Registrar is First City Bank of Dallas, Dallas, Texas."; and (iv) the Initial Certificate shall be numbered T-1. Section 6.03. CUSIP Reqistration. The City may secure identification numbers through the CUSIP Service Bureau Division of Standard & Poor's Corporation, New York, New York, and may authorize the printing of such numbers on the face of the Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the Certificates shall be of no significance or effect in regard to the legality thereof and neither the City nor the attorneys approving said Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed on the Certificates. Section 6.04. Leqal Opinion. The approving legal opinion of Hutchison Price Boyle & Brooks, Bond Counsel, may be printed on the reverse side of each Certificate over the certification of the City Secretary of the City, which may be executed in facsimile. ARTICLE VII SALE AND DELIVERY OF CERTIFICATES, DEPOSIT OF PROCEEDS Section 7.01. Sale of Certificates, Official Statement. (a) The Certificates are hereby sold and shall be delivered to MBank Capital Markets, for a price of par plus accrued interest to the Closing Date, and a discount of $122,500. (b) The Official Statement and the Official Notice of Sale, both dated October 13, 1987, and the Official Bid Form dated October 27, 1987, all of which have been prepared and distributed in connection with the sale of the Certificates 0721D -25- are hereby approved, confirmed and adopted as official documents and statements of the City. (c) The use of such Official Statement and the Official Notice of Sale and all addenda, if any, thereto, in the offering and sale of the Certificates is hereby approved, authorized and ratified. (d) The signing of the Official Statement by the Mayor and the City Secretary are hereby approved, authorized and ratified. (e) All officers of the City are authorized to execute such documents, certificates and receipts as they may deem appropriate in order to consummate the delivery of the Certificates in accordance with the terms of sale therefor. (f) The obligation of the purchaser identified in subsection (a) of this Section to accept delivery of the Certificates is subject to such purchaser being furnished with the final, approving opinion of Hutchison Price Boyle & Brooks, bond counsel for the City, which opinion shall be dated and delivered the Closing Date. Section 7.02. Control and Delivery of Bonds. (a) The Mayor of the City is hereby authorized to have control of the Initial Certificate and all necessary records and proceedings pertaining thereto pending investigation, examination and approval of the Attorney General of the State of Texas, registration by the Comptroller of Public Accounts of the State and registration with, and initial exchange or transfer by, the Paying Agent/Registrar. (b) After registration by the Comptroller of Public Accounts, delivery of the Certificates shall be made to the initial purchasers thereof under and subject to the general supervision and direction of the Mayor, against receipt by the City of all amounts due to the City under the terms of sale. Section 7.03. Deposit of Proceeds. (a) First: All amounts received on the Closing Date as accrued interest on the Certificates from the Certificate Date to the Closing Date shall be deposited to the Interest and Sinking Fund. (b) Second: The remaining balance received on the Closing Date shall be deposited to the general fund of the City or as otherwise may be directed by an authorized officer of the City, such moneys to be dedicated and used solely for the 072lD purposes for which the Certificates are being issued as herein provided. ARTICLE VIII INVESTMENTS Section 8.01. Investments. (a) Money in the Interest and Sinking Fund or the Surplus Revenue Fund created by this Ordinance, at the option of the City, may be invested in such securities or obligations as permitted under applicable law. (b) Any securities or obligations in which such money is so invested shall be kept and held in trust for the benefit of the Owners and shall be sold and the proceeds of sale shall be timely applied to the making of all payments required to be made from the fund from which the investment was made. Section 8.02, Investment Income. Interest and income derived from investment of the Interest and Sinking Fund and the Surplus Revenue Fund shall be credited to such Fund, respectively. ARTICLE IX PARTICULAR REPRESENTATIONS AND COVENANTS Section 9.01. Payment of the Certificates. On or before each interest payment date of the Certificates and while any of the Certificates are outstanding and unpaid, there shall be made available to the Paying Agent/Registrar, out of the Interest and Sinking Fund, money sufficient to pay such interest on and principal of the Certificates as will accrue or mature on the applicable interest payment date. Section 9.02. Other Representations and Covenants. (a) The City will faithfully perform, at all times, any and all covenants, undertakings, stipulations, and provisions contained in this Ordinance and in each Certificate; the City will promptly pay or cause to be paid the principal of and interest on each Certificate on the dates and at the places and manner prescribed in such Certificate; and the City will, at the times and in the manner prescribed by this Ordinance, 07ZlD deposit or cause to be deposited the amounts of money specified by this Ordinance. (b) The City is duly authorized under the laws of the State of Texas to issue the Certificates~ all action on its part for the creation and issuance of the Certificates has been duly and effectively taken; and the Certificates in the hands of the Owners thereof are and will be valid and enforceable obligations of the City in accordance with their terms. (c) The City hereby represents that the proceeds of the Certificates are needed at this time to finance the costs of the capital improvements for which the Certificates were issued (as specified in this Ordinance); that based on current facts, estimates, and circumstances, it is reasonably expected that final disbursement of the proceeds of the Certificates will occur within three years after the Closing Date, that substantial binding obligations to commence such improvements will be incurred within six months after such date, and that the construction or acquisition of the improvements will proceed with due diligence to completion~ that it is not reasonably expected that the proceeds of the Certificates or money deposited in the Interest and Sinking Fund or the Surplus Revenue Fund will be used or invested in a manner that would cause the Certificates to be or become "arbitrage bonds," within the meaning of Section 103(c) of the Code. (d) The City will not take any action or fail to take any action with respect to the investment of the proceeds of the Certificates or any other funds of the City, including amounts received from the investment of any of the foregoing, that, based upon the facts, estimates, and circumstances known on the Closing Date, would result in constituting the Certificates "arbitrage bonds," within the meaning of such Section 148(c) of the Code, and the City will not take any deliberate action motivated by arbitrage that would have such result. (e) Proper officers of the City charged with the responsibility of issuing the Certificates are hereby directed to make, execute and deliver certifications as to facts, estimates and circumstances in existence as of the Closing Date and stating whether there are any facts, estimates or circumstances that would materially change the City's current expectations. (f) The Certificates are hereby designated "qualified tax exempt obligations" for purposes of Section 265 of the Code. The Certificates are not "private activity bonds" as defined in the Code and neither the City nor any of its subordinate entities, if any, reasonably expect to issue in excess of $10,000,000 aggregate amount of qualified tax exempt 0721D -28- obligations during the calendar year in which the Certificates are issued; and the City hereby covenants not to designate more than $10,000,000 aggregate amount of qualified tax exempt obligations during the calendar year in which the Certificates are issued. (g) The City will comply with the provisions of Section 148(f) of the Code, and the regulations promulated thereunder, which relate to paying to the United States certain excess earnings of investment of the proceeds of the Certificates. (h) The covenants and representations made or required by this Section are for the benefit of the Owners and may be relied upon by the Owners and bond counsel for the City. ARTICLE X DEFAULT AND REMEDIES Section 10.01. Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of, redemption premium, if any, or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the Owners, including but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Owner to the City. Section 10.02. Remedies for Default. (a) Upon the happening of any Event of Default, then and in every case any Owner or an authorized representative thereof, including but not limited to, a trustee or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained 07ZID -29- herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Owners hereunder or any combination of such remedies. (b) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Owners of Certificates then outstanding. Section 10.03. Remedies Not Exclusive. (a) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (b) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. ARTICLE XI DISCHARGE Section 11.01. Discharqe by Payment. When all or any portion of the Certificates have been paid in full as to principal and as to interest and redemption premium, if any, or when all or any portion of the Certificates have become due and payable, whether at maturity or by prior redemption or otherwise, and the City shall have provided for the payment of the whole amount due or to become due on such Certificates then outstanding, including such interest that has accrued thereon or that may accrue to the date of maturity or prior redemption, and any premium due or that may become due at maturity or prior redemption, by depositing with the Paying Agent/Registrar, for payment of the principal of such outstanding Certificates and the interest accrued thereon and any redemption premium due thereon, the entire amount due or to become due thereon, and the City shall also have paid or caused to be paid all sums payable under this Ordinance by the City, including the compensation due or to become due the Paying Agent/Registrar, then the Paying Agent/Registrar, upon receipt of a letter of instructions from the City requesting the same, shall discharge and release the lien of this Ordinance as it relates to such Certificates and execute and deliver to the 0721D City such releases or other instruments as shall be requisite to release the lien hereof. Section 11.02. Discharge by Deposit. (a) The City may discharge its obligation to pay the principal of, redemption premium, if any, and interest on all or any portion of the Certificates and its obligation to pay other sums payable or to become pa~able under this Ordinance by the City, including the compensation due or to become due the Paying Agent/Registrar, in accordance with the following provisions: (i) depositing or causing to be deposited with the Paying Agent/Registrar an amount of money that, together with the interest earned on or capital gains or profits to be realized from the investment of such money, will be sufficient to pay the principal of, redemption premium, if any, and accrued interest on such Certificates to maturity or to the date fixed for prior redemption of such Certificates, and to pay such other amounts as may be reasonably estimated by the Paying Agent/Registrar to become payable under this Ordinance with respect to the Certificates being provided for, including the compensation due or to become due the Paying Agent/Registrar; and (ii) providing the Paying Agent/Registrar with an opinion of nationally recognized bond counsel acceptable to the Paying Agent/Registrar to the effect that the deposit specified in subdivision (i) of this subsection (a) will not cause the interest on any of the Certificates to become subject to federal income taxation. (b) Subject to subsection (c) of this Section, upon compliance with subsection (a) of this Section, the Certificates for the payment of which provision is thus made shall no longer be regarded as outstanding and unpaid, and the Paying Agent/Registrar, upon receipt of a letter of instructions from the City requesting the same, shall discharge and release the lien of this Ordinance as to such Certificates and shall execute and deliver to the City such releases or other instruments as shall be requisite to release the lien hereof. (c) Before the discharge and release of any portion of the lien of this Ordinance pursuant to this Section, the City shall make the following provisions with the Paying Agent/Registrar: (i) the establishment of a separate escrow account fund with the Paying Agent/Registrar for the deposit pursuant to subsection (a)(i) of this Section; 072ID (ii) the payment to the Owners at the date of maturity or at the date fixed for prior redemption, as applicable, of the full amount to which the Owners of the appropriate Certificates would be entitled by way of principal, redemption premium, if any, and interest to the date of such maturity or prior redemption; (iii) the investment of such moneys by the Paying Agent/Registrar in direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and which may be in book entry form, maturing and/or bearing interest payable at such times and in such amounts as will be sufficient to provide for the scheduled payment and/or redemption of the Certificates; (iv) the sending of written notice by registered or certified United States mail to the Owner of each appropriate Certificate then outstanding within 30 days following the date of such deposit that such moneys are so available for such payment; and (v) the payment to the City, periodically or following final payment of the principal of, redemption premium, if any, and interest on the appropriate Certificates, of any moneys, interest earnings, profits or capital gains over and above the amounts necessary for such purposes. FINALLY PASSED, APPROVED AND EFFECTIVE this 27th day of October, 1987. i 11, Texas ATTEST: [SEAL] ORD I NANCE $4,900,000 CITY OF COPPELL, TEXAS COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION SERIES 1987 Adopted: October 27, 1987 Dated: November 1, 1987 TABLE OF CONTENTS Page Recitals 1 ARTICLE I Definitions and Other Preliminary Matters Section 1.01. Definitions 2 Section 1.02. Findings 4 Section 1.03. Table of Contents, Titles and Headings 4 Section 1.04. Interpretation 4 ARTICLE II Security for the Certificates Section 2.01. Payment of the Certificates 4 Section 2.02. Interest and Sinking Fund 6 Section 2.03. Surplus Revenue Fund 6 ARTICLE III Authorization; General Terms and Provisions Regarding the Certificates Section 3.01 Authorization 7 Section 3.02 Date, Denomination, Maturities and Interest 7 Section 3.03 Medium, Method and Place of Payment 8 Section 3.04 Execution and Registration of Certificates 9 Section 3.05 Ownership 10 Section 3.06 Registration, Transfer and Exchange 11 Section 3.07 Cancellation 12 Section 3.08 Temporary Certificates 12 Section 3.09 Replacement Certificates 13 Section 3.10 Additional Obligations 14 ARTICLE IV Redem')tion of Certificates Before Maturity Section 4.01 Limitation on Redemption 14 Section 4.02 Optional Redemption 14 Section 4.03 Partial Redemption 14 Section 4.04 Notice of Redemption to Owners 15 Section 4.05 Payment Upon Redemption 15 Section 4.06 Effect of Redemption 16 Section 4.07 Lapse of Payment 16 (i) Page ARTICLE V Paying Agent/Registrar Section 5 01. Appointment of Initial Paying Agent/Registrar 17 Section 5 02. Qualifications 17 Section 5 03. Maintaining Paying Agent/Registrar 17 Section 5 04. Termination 17 Section 5 05. Notice of Change to Owners 17 Section 5 06. Agreement to Perform Duties and Functions 18 Section 5 07. Delivery of Records to Successor 18 ARTICLE VI Form of the Certificates Section 6 01. Form Generally 18 Section 6 02. Form of the Certificates 19 Section 6 03. CUSIP Registration 25 Section 6.04. Legal Opinion 25 ARTICLE VII Sale and Delivery of Certificates, Deposit of Proceeds Section 7.01. Sale of Certificates, Official Statement 25 Section 7.02. Control and Delivery of Certificates 26 Section 7.03. Deposit of Proceeds 26 ARTICLE VIII Investments Section 8.01. Investments 27 Section 8.02. Investment Income 27 ARTICLE IX Particular Representations and Covenants Section 9.01. Payment of the Certificates 27 Section 9.02. Other Representations and Covenants 27 ARTICLE X Default and Remedies Section 10.01. Events of Default 29 Section 10.02. Remedies for Default 29 Section 10.03. Remedies Not Exclusive 30 (ii)