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.
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"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
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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
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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,
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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
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(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%
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(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
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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,
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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.
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(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
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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.
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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
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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
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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
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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.
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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
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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
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(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
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(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
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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)