OR 335 Issuance of General Obligation Bonds for $11.325M ORDINANCE NO. 335
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF CITY
OF COPPELL, TEXAS, GENERAL OBLIGATION BONDS,
SERIES 1985, IN THE AGGREGATE PRINCIPAL AMOUNT OF
$11,325,000, FOR THE PURPOSE OF MAKING THE WITHIN
DESCRIBED PERMANENT PUBLIC IMPROVEMENTS WITHIN
AND FOR THE CITY; PRESCRIBING THE FORM OF SAID
BONDS; LEVYING AND REQUIRING ASSESSMENT AND
COLLECTION OF AN ANNUAL AD VALOREM TAX ON ALL
TAXABLE PROPERTY WITHIN THE CITY TO PAY THE
INTEREST ON SUCH BONDS AND TO CREATE A SINKING
FUND FOR THE PAYMENT THEREOF AT MATURITY; AND
ENACTING OTHER PROVISIONS RELATING TO THE
SUBJECT
WHEREAS, the bonds hereinafter authorized were duly and favorably voted,
as required by the Constitution and laws of the State of Texas, at an election held in
the City of Coppell, Texas (the "City"), on the 4th day of February, 1984; aj~d
WHEREAS, at said election, the following were among the purposes and the
amounts of general obligation bonds authorized and the amounts previously issued
for said purposes pursuant to the voted authorizatio~m, the amounts therefrom being
issued pttcsum~t to this Ordiuanee, and the respective balances that remain unissued
for the indicated purposes after the issum~ee of the boncLs herein authorized, to-wit:
Amount Areomit
Election Amount Previously Being Unissued
Purpose Date Voted Issued Issued Baldrace
Street
hnpcovements 2-04-84 S9,900,000 S2,865,000 $7,035,000 $ -0-
Munieipal
Government
Center 2-04-84 2,850,000 125,000 2,725,000
Fire Station 2-04-84 1,730,000 965,000 765,000 '0-
Municipal
Service Center 2-04-84 1,200,000 500,000 700,000 -O-
Pack lmpcove-
meats 2-04-84 545,000 545,000 -0- '0-
Emergehey
Warning System 2-04-84 100,000 -0- 100,000 '0-
WHEREAS, the City Courtell considers it in the best interest of the City at
this time to authorize tile issuance and delivery of the amom~ts thus reflected, all in
a single issue, and all in aeeocdanee with the laws of the State of Texas;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
ARTICLE I
DEFINITIONS AND OTHER PRELIMINARY 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
kelow:
"Bond" means any of the Bonds.
"Bondholder" or "Holder" or "Owner" means the person who is the registered
owner of a Bond or Bonds, as shown in the Register.
"Bonds" means the City's bonds entitled "City of Coppell, Texas, General
Obligation Bonds, Series 1985' in aggregate principal amount of $11,325,000
authorized to be issued by Section 3.01 of this Ordinance.
"Closing Date" means the date of the initial delivery of and payment for the
Bonds.
"Code" means the internal Revenue Code of 1954, as amended, including the
regulations and published rulings thereunder.
"Construction Fmid" memm the construction fund established by Section
7.01(a)(ii) of this Ordinm~ce.
"Event of Default" memos any Event of Default as defined in Section 10.01 of
this Ordinance.
"Initial Bond" means that single Bond to be delivered to the Parchaser or its
desig~ee on the Closing Date, as prescribed in Section 3.04(d) of this Ordinance.
"interest and Sinking Fraud" memos the interest and sinking fund established by
Section 7.01(a)(i) of this Ordinm~ce.
"Interest Payment Date" means the date on which interest on the Bonds is
scheduled to be paid, such date being on March 1 and September 1 in each of the
years 1986 through 2006, both inclusive, commencing March 1, 1986.
"Original Issue Date" memos the initial date of the Bonds, specified in Section
3.02(a) of this Ordinm~ce.
"Paying Agent/Registrar" memos First City Bank of Dallas, Dallas, Texas, any
successor thereto or an entity which is appointed as mid assumes the duties of
paying agent/registrar as provided in this Ordinance.
"Record Date" means the Record Date as prescribed in Section 3.03(b) of this
Ordinance.
"Register" means the Register specified in Section 3.06(a) of this Ordinance.
"Special Payment Date" means the date on which past due interest on the
Bonds is scheduled to be paid, as prescribed in Section 3.03(b) of this Ordinance.
"Special Record Date" means the Special Record Date as prescribed in
Section 3.03(b) of this Ordinance.
Section 1.02. Findin2gs.
The declarations, determinations and findings declared, made and found in
the preamble to this Ordina~ce are hereby adopted, restated and made a part of the
operative provisions hereof.
Section 1.03. Table of Contents, Titles and Headings.
The table of contents, titles and headings of the Articles and Sections of this
Ordinance have been inserted for eonveulence 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 ascertainhag 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 cot~strued to effectuate the purposes set forth herein to sustain the validity
0t' this Ordinance.
ARTICLE [I
SECURITY FOR THE BONDS
Section 2.01. Tax Levy. for Payment of the Bonds.
(a) The City Council hereby declares and covenants that it will provide
and levy a tax legally and fully sufficient for payment of the Bonds, 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
0utsta~ding obligations of the City.
(b) in order to provide for the payment of the debt service requirements
on the Bonds, being (i) the interest on the Bon&s, and (ii) a sinking fund for their
payment at maturity or a sinking fund of two percent (whichever amount is the
greater), there is hereby levied for the current year and each succeeding year
thereafter while the Bonds or interest thereon remain outstanding a~d unpaid, a tax
un each $100 valuation of taxable property in the City that is sufficient to pay such
debt service requirements, full allowance being made for delinquencies and costs of
collection.
(c) The tax levied by this Section shall be assessed and collected each
year m~d applied to the payment of the debt service requirements on the Bonds, and
the tax shall not be diverted to any other purpose.
ARTICLE II1
AUTHORIZATION; GENERAL TERMS AND PROVISIONS
REGARDING THE BONDS
Section 3.01. Authorization.
The City's general obligation bonds to be designated "City of Coppell, Texas,
General Obligation Bonds, Series 1985,' are hereby authorized to be issued and
delivered in accordance with the Constitution and laws of the State of Texas, the
Boncks to be issued in the aggregate principal amount of $11,325,000 for the purpose
of providing funds with which to make various public improvements for and within
the City and in the following amotmts: (i) $7,035,000 for constructing and improving
streets and sidewalks in and for the City, including the acquisition of rights-of-way
and the construction und improvement of traffic signalization and storm drainage
improvements; (ii) $2,725,000 for acquiring, co,mtructing, improving and equipping a
municipal government center in and for said City; (iii) $765,000 for acquiring,
constructing, improving and equipping fire stations in and for said City, inch~ding
the acquisition of sites therefor; (iv) $700,000 for acquiring, constructing, improving
and equipping a mmfieipal services center in and for said City, including the
acquisition of a site or sites therefor; a~d (v) $100,000 for acquiring, cottstructing,
improving a~d equipping un emergency warning system in and for said City.
Section 3.02. Date, Denomination, Matm, ities, Numbers and Interest.
(a) The Bonds shall be dated Augx~st 1, 1985 (the "Original Issue Date").
The Bonds shall be in fully registered form, without coupons, in the denomination of
S5,000 or any integ~'al multiple thereof and shall be numbered separately from one
upward.
(b) The Bonds shall mature on September 1 in the years and as to the
priueipal amounts set forth below, and interest un each Bond shall accrue from the
latter of the Original Issue Date or the most recent Interest Payment Date to which
interest has been paid or provided fop at the per mu~um rates of interest, payable
semiannually on March 1 and September I of each year until maturity or prior
redemptinn commencing Max'eh 1, 1986, as set forth in the schedule below:
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l~rinelpal h~tert!st Prin¢!ip:d Interest
Ye:n' Amount Rate Year AlI/ollll[ Rate
1987 $22$ 000 10.75% 1997 $ 525 000 8.80%
1988 %0 000 10.75% 1998 575 000 8.90%
1989 275 000 lOWS'X, 19~1~1 G25 000 9.00'?o
1990 275 000 1().7'.~% 2000 ~;75 000 9.05%
1991 325 000 10.75% 2001 750 000 9.10%
1992 350 000 10.75% 200:7 800 000 9.15%
1993 375 000 10.75% 2003 875 000 9.20%
1994 400 000 10. 75% 2004 950 000 9.
1995 450 000 10. 75% 20()~5 1,02F~,O00 9.25%
1996 475,000 10. 00% 2 ()0~ ~ 1,125,000 7.7
Section 3.03. Nedlure. Mel hod and Place of Payment.
(a) The principal of, premium, if any, :tnd interest on the Bonds shall be
paid in lawful money of the Uniled States of Amori<.a as provided in this Section.
(b) Interest on the Bonds shall be payable to lhe Owner whose na~ne
appe:~ in the Register at the close of business on the 15th day of the month nex4
preceding such Interest Payment Dale (the "Record l)ate"). However, in the evenl
that interesl is not paid on a seheduh~d [nh~rest Payment l)ah~ and Velrlains unpaid
fog thirty (30) days thereafter, a new reeord date for such interest payment (a
"Speeial Record Date") shall be estahlish{~d hy lhe Paying Agenl/Reg'istpav, if m~d
when funds for the paymenl of saeh inter,'st have been received from the City.
Notice of the Special Record Date and of the scheduled paymenl date of the past
due interest (the "Special Payment Dale" Mfi{.h shall he 18 days after the Special
Re(~ovd Date) shall be sent at le:kst l'iw· husim~ss days prior to the Special Record
l)ate by United Shales mail, t'ir%l elass, [>ogtn{~e prqmid, to the address of each
()wmw of a Bond appearing on the Regishw al the close of business on the last
husim?ss day n,,xl prePeding the d:de of m;tilir~g of sm.h m>tiPc.
(e) hflerest shall bp [mid hy eheuk (dated :~% of the Interest Payment
Dale) [u~<t sent hy the PayinG Agent/Registrar to the pet%orl eatitled to such
payment, fi~t el:ms [hfited States mail, postag,~ ln'epaid, to the address of such
per%on ~s it appeam in the Reg'isttT, or hy sm'h other customary b:mking
arr:tngemtmts aeeept:thh. to the Paying Ag'ent/Regislr':tr and the person to whom
inter~st is to be paid; provided, however, that such person shall hear all risk and
expenses of such eust onl;u'y banking :g'r:mgmmqtl s.
(d) The principal of eac'h Borid shall t~2 paid to the person in whose name
such Bond is registered on the due date therPof (whether at the maturity date or the
date of pcior pedemptior~ lhereof) upon pr'eser~talior~ and surrender of such Bond al
the principal eorpor'ate office of the Paying Agent/Registr:u' or by such other
customary' banking ~u'rang'ements acceptable to the Paying Artful/Registrar m~<t the
pe~on to whom intt'r.~st is to he paid; provided, nmt't:ver, t hat such pea%on shall hear
all risk :u~d expenses of such customary h:tnking' :tr'rangements.
Seetion 3.04. Control, Execution and Initial Registration.
(a) The Bonds shall be executed on behalf of the City by the Mayor and
countersigned by the City Secretary, by their facsimile signatures, and the official
seal of the City shall be impressed ur placed in facsimile thereon. Such facsimile
signatures on the Bonds shall have the same effect as if each of the Bonds had been
signed manually and in person by each of said officers, and such facsimile seal on
the Bonds shah have the same effect as if the official seal of the City had been
manually impressed upon each of the Bonds.
(b) in the event that any officer of the City whose facsimile signature
appea~s on the Bonds ceases to be such officer before the authentication of such
Bonds or before the delivery thereof, such facsimile signature nevertheless shah be
valid and sufficient for all purposes as if such officer had remained in such office.
(e) Except as provided below, no Bond 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 of the Paying
Agent/Registrar. It shah not be required that the same officer of the Paying
Agent/Registrar sig~ the Certificate of Paying Agent/Registrar on all of the Bonds.
In lieu of the executed Certificate of Paying Agent/Registrar described above, the
Bonds initially 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 bond 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.
(d) On the Closing Date, one Bond (the "hfitial Bond") representing the
entire principal amotmt of all Bonds, payable in stated installments to the
Purchaser, mm~ually sighted 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 Purchaser or its designer. Upon paymcut
foc the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and
deliver the registered definitive Bonds, in integral multiples of $5,000 for any one
maturity, in ancocdance with instructions received from the Purchaser or its
desig~me. It shall be the duty of the initial purchaser or its designer 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 designore mast request of
and obtah~ from, and which shall be provided by, the Paying Agent/Registrar
designating the names in which Bonds are to be registered, the addresses of the
registered Owners, the maturities, interest rates and denominations. If such written
instructions are not received within the specified time period, the cancellation of
the Initial Bond and delivery of definitive Bonds 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 Bond is registered as the absolute owner of such Bond
for the purpose of making and receiving payment of the principal thereof and
0427D
premium, if any, thereon, for the further purpose of making and receiving payment
of the interest thereon (sub]eel to the provisions herein that interest is to be paid to
the person in whose name the Bond is registered on the Record Date or on the
Special Record Date as applicable), and for all other purposes, whether or not such
Bond is overdue, and neither the City nor the Paying Agent/Registrar shall be bound
by any notice or knowledge to the contrary.
(b) AH payments made to the person deemed to be the owner of any Bond
in accordance with this Section shall be valid and effectual and shall discharge the
liability of the City and the Paying Agent/Registrar upon such Bond to the extent of
the sums paid.
Section 3.06. Registration, Transfer and Exchange.
(a) So long as any Bonds remain outstanding, the City shah cause the
Paying Agent/Registrar to keep at its principal corporate office a register (the
"Register") in which, subiect to such reasonable regulations as it may prescribe, the
Paying Agent/Registrar shah provide for the registration and transfer of Bonds in
accordance with this Ordinance.
(b) Registration of any Bond may be tra~ferred in the Register only
upon the presentation and surrender thereof at the principal corporate office of the
Paying Agent/Registrar for transfer of registration and cancellation, together with
proper written instrun~ents of assignment, in form and with guarantee of signatures
satisfactory to the Paying Agent/Registrar, evidencing assignment of the Bonds, or
any portion thereof in any integral multiple of $5,000, to the assignee or nssigrtees
thereof, and the right of such assignee or assig~ees thereof to have the bond or any
portion thereof registered in the name of such assignee or assignees. No transfer of
any Bond shall be effective until entered in the Register. Upon assignment and
transfer of any Bond or portion thereof, a new Bond or Bonds will be issued by the
Paying Agent/Registrar in conversion and exchange for such trm~sferred and
assigned Bond. To the extent possible the Pabdng Agent/Registrar will issue such
new Bond or Bonds in not more thm~ three business days after receipt of the Bond to
be transferred in proper form and with proper i~kstructions directing such transfer.
(c) Any Bond may be converted and exchanged only upon the
presentation and surrender thereof at the principal corporate office of the Paying
Agent/Registrar, together with a written request therefor duly executed by the
registered owner or assignee or assignees thereof, or its or their .duly authorized
attor~qeys or representatives, with guarantees of sig~atures satisfactory to the
Paying Agent/Registrar, for a Bond or Bonds of the same maturity and interest rate
and in any authorized denomination and in an aggregate principal amount equal to
the unpaid principal amount of the Bond presented for exchea~ge. If a portion of any
Bond is redeemed prior to its scheduled maturity as provided herein, a substitute
Bond or Bonds having the san~e maturity date, bearing interest at the same rate, in
the denomination or denominations of any integral multiple of $5,000 at the request
of the registered owner, and in an aggregate principal amount equal to the
m3redeemed portion thereof, will be issued to the registered owner upon surrender
thereof for cancellation. To the extent possible, a new Bond or Bonds will be
required to be delivered by the Paying Agent/P~egistrar to the registered owner of
the Bond or Bonds in not more thmx three business days after receipt of the Bond to
be exchm~ged in proper form and with proper instructions directing such exchange.
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(d) Each bond issued in exchange for any Bond or portion thereof
assigned, transferred or converted shall have the same principal maturity date and
bear interest at the same rate as the Bond for which it is being exchanged. Each
substitute Bond shall bear a letter and/or number to distinguish it from each other
Bond. The Paying Agent/Registrar shah convert and exchange the Bonds as provided
herein, and each substitute Bond delivered in accordance with this Section shah
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
Bond or Bonds in lieu of which such substitute bond is delivered.
(e) The City will pay the Paying Agent/Registrar's reasonable and
customary charge for the initial registration or any subsequent transfer, exchange or
conversion of Bonds, but the Paying Agent/Registrar will 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, trmmfer, exchange or conversion of
a Bond. In addition, the City hereby covenants with the Owners of the Bonds that it
will (i) pay the reasonable and standard or customary fees and charges of the Paying
Agent/Registrar for its services with respect to the payment of the principal of and
interest on the Bonds, when due, and (H) pay the fees and charges of the Paying
Agent/Registrar for services with respect to the transfer, registration, conversion
and exchange of Bonds as provided herein.
(f) Neither the City nor the Paying Agent/Registrar shall be required to
issue, trmnsfer, or exchange any Bond called for redemption, in whole or in part,
where such redemption is scheduled to occur within 45 calendar days; provided,
however, such limitation shall not be applicable to an exchange by the Owner of the
unredeemed balance of a Bond called in part for redemption.
Section 3.07. Cancellation and Authentication.
(a) All Bonds paid or redeemed before scheduled maturity in accordance
with this Ordin~mce, and all Bonds in lieu of which exchange Bonds or replacement
Bonds are anthenticated and delivered in accordance with this Ordinance, shall be
cgmeelled and destroyed upon tim making of proper records regarding such payment,
redeinption, exch3nge or replacement. The Paying Agent/Registrar shall
periodically furnish the City witb certificates of destruction of such Bonds.
(b) Each substitute Bond issued in conversion of and exchange for or
replacement of (ptwsu~u~t to the provisions of Section 3.07 hereof) any Bond or Bonds
issued nnder this Ordineu~ce shah have printed thereon a Paying Agent/Registrar's
Authentication Certificate, in the form hereinafter set forth. An authorized
representative of the Paying Agent/Registrar shaH, before the delivery of any such
bond, manually sign and date such Certificate, and no such Bond shall be deemed to
be issued or outstanding unless such Certificate is so executed. No additional
ordinances, orders, or resolutions need be passed or adopted by the City Council or
any other body or person so as to accomplish the foregoing conversion and exchange
or replacement of any Bond or portion thereof, and the Paying Agent/Registrar shall
provide for the prInting, execution, emd delivery of the substitute Bonds in the
mam~er prescribed herein, and said Bonds shall be of type composition printed on
paper with Lithographed or steel engraved borders of customary weight and
strength. Pursuant to Article 717k-6, Texas Civil Statutes Annotated, as amended,
emd particularly Section 6 thereof, the duty of conversion and exchange or
0427D
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replacement of Bonds as aforesaid is hereby imposed upon the Paying
Agent/Registrar, and, upon the execution of the above Paying Agent/Registrar's
Authentication Certificate, the converted and exchanged or replaced Bonds shah be
valid, incontestable, and enforceable in the same manner and with the same effect
as the Bonds which originally were delivered pursuant to this Ordinance, approved by
the Atton~ey General, and registered by the Comptroller of Public Accounts.
(c) Bonds issued in conversion and exchange or replscement of any other
Bond or portion thereof, (i) shall be issned in fully registered form, without interest
coupons, with the principal of and interest on such Bonds to be payable only to the
registered owners thereof, (ii) may be redeemed prior to their scheduled maturities,
(iii) may be transferred and assigned, (iv) may be converted and exchanged for other
Bonds, (v) shah have the characteristics, (vi) shah be signed and sealed, and (vii) the
principal of and interest on the Bonds shah be payable, all as provided, and in the
manner required or indicated, in the FORM OF BOND set forth in this Ordinance.
Section 3.08. Replacement Bonds.
(a) Upon the presentation and surrender to the Paying Agent/Registrar
of a mutilated Bond, the Paying Agent/Registrar shah authenticate and deliver in
exchange therefor a replacement Bond of like tenor and principal amount, bearing a
number not contemporaneonsly outstanding. The City or the Paying Agent/
Registrar may require the Holder of such Bond 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 herewith.
(b) In tbe event that any Bond is lost, apparently destroyed or wrongfully
taken, the Paying Agent/Registrar, pucsua~t to the applicable laws of the State of
Texas ~md in the absence of notice or knowledge that sueh Bond has been acquired
by a bona fide pureh~kser, shall authenticate and deliver a replacement Bond of like
tenor and principal amount, bearing a number not eontemporaneously outstanding,
provided that the Holder first:
(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 Bond;
(ii) furnishes such seem-ity or indemnity as may be required by
the Paying Agent/Registrar, and acceptable to the City, to sav? it harmless;
(iii) pays all e.,cperuses and charges in cormection therewith,
including, but not limited to, printing costs, legal fees, fees of the Paying
Agent/Registrar emd 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 Bond, a bona fide purchaser
of the original Bond in lieu of which such replacement Bond was issued presents for
payment such original Bond, the City and the Paying Agent/Registrar shall be
entitled to recover such replacement Bond from the person to whom it was delivered
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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 Bond has become or is about to become due and payable, the
paying Agent/Registrar, in its discretion, instead of issuing a replacement Bond,
may pay such Bond.
(e) Each replacement Bond 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
Bond or Bonds in lieu of which such replacement Bond is delivered.
ARTICLE IV
REDEMPTION OF BONDS BEFORE MATURITY
Section 4.01. Limitation on Redemption_.
The Bonds shall be subject to redemption before scheduled maturity only as
provided in this Article IV.
Section 4.02. 9ptional Redemption.
(a) The City reserves the option to redeem Bonds maturing on and after
September 1, 1997, in whole oc in part, in principal amoLmts of $5,000 or any
integral multiple thereof, before their respective scheduled maturity dates, on
September 1, 1996, or on any Interest Payment Date thereafter at the par value
thereof pitks accrued interest from the most recent Interest Payment Date on which
interest has been paid or duly provided for to the redemption date.
(b) The City, at least 45 days before the redemption date (mdess a
shorter period shall be satisfactory to the Paying Agent/Registrar), shall notify the
Paying Agent/Registrar of such redemption date and of the principal amoua~t of
Bonds to be redeemed.
Section 4.03. Partial Redemptinn.
(a) If less than all of the Bonds are to be redeemed, the City shall
determine the maturity or matm'ities and the amotmts thereof to be redeemed and
shall dlreet the Paying Agent/Registrar to call by lot Bonds, or portions thereof
within such maturity or maturities and in snell principal amounts, for redemption.
(b) A portion of a single Bond of a denomination greater than $5,000 may
be redeemed, but only in a principal amount eqoal to $5,000 or any integral multiple
thereof. The Paying Agent/Registrar shall treat each $5,000 portion of the Bond as
though it were a single Bond for pro'poses of selection for redemption.
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(c) Upon sm'~nder of any Bond for redemption in part, the Paying
Agent/Registrar, in accordance with Section 3.06 of this Ordinance, shah
authenticate ltnd deliver an exchange Bond or Bonds in an aggregate principal
amount equal to the tinredeemed portion of the Bond so surrendered.
(d) The Paying Agent/Registrar shall promptly notify the City in writing
of the principal amount to be redeemed of any Bond as to which only a portion
thereof is to be redeemed.
Section 4.04. Notice of Redemption to Bondholders.
(a) The Paying Agent/Registrar shall give notice of any redemption of
Bonds 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 Bond (or
part thereof) to be redeemed, at the address shown on the Register.
(b) The notice shah state the redemption date, the redemption price, the
place at which the Bonds are to be surrendered for payment, and, if less than all the
Bonds outstanding are to be redeemed, an identification of the Bonds or portions
thereof to be redeemed.
(e) Any notice given as provided in this Section shall be eonelnsively
presumed to have been duly given, whether or not the Bondholder receives such
notice.
Section 4.05. Payment Upon Redemption.
(a) Before or on each redemption date, the Paying Agent/Registrar shall
make provision for the payment of the Bonds to be redeemed on such date by setting
aside and holding in trust an amount from the Interest and Sinking Fund or otherwise
received by the Paying Agent/Registrar from the City sufficient to pay the principal
of, premium, if any, and accrued interest on such Bonds.
(b) Upon presentation and surrender of any Bond 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,
premium, if any, and accrued interest on such Bond to the date of redemption from
the ~noney set aside for such purpose.
Section 4.06. Effect of Redemption.
(a) Notice of redemption having been given as provided in Section 4.04 of
this Ordina~ee, the Bonds or portions thereof called for redemption shall become
due and payable on the date fixed for redemption and, unless the City defaults in the
payment of the prineipai thereof, premium, if any, or accrued interest thereon, such
Bonds or portions thereof shah erase to bear interest from and after the date fixed
for redemption, whether or not such Bonds are presented and surrendered for
payment on such date.
(b) If any Bond or portion thereof called for redemption is not so paid
upon presentation and surrender of such Bond for redemption, such Bond or portion
thereof shah continue to bear interest at the rate stated on the Bond until paid or
until due provision is made for the payment of same.
042'~D
Section 4.07. Lapse of Pa.Vment.
(a) Money set aside for the redemption of Bonds and remaining
anelaimed by the Owners of such Bonds for seven years after the date of redemption
sitall be applied to the next payment or payments on the Bonds thereafter coming
due and, to the extent any such money remains after the retirement of all
outstanding Bonds, 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 Holders of such Bonds for any further payment of
such unclaimed moneys or on aeeom~t of any such Bonds, subject to any applicable
eseheat law or similar law.
(b) Money set aside for the redemption of Bonds and remaining
unclaimed by the Owners of such Bonds after the redemption date shall be
segregated in a special escrow account and held in trust, uninvested, without
interest, for the account of such Owners.
ARTICLE V
PAYING AGENT/REGISTRAR
Section 5.01. Appointtnent of Initial Paying Agent/Registrar.
(a) The City hereby appoints First City Bank of Dallas, Dallas, Texas, as
its initial registrar and transfer agent to keep such books or records and make such
transfers and registratioms under such reasonable regulations as the City and the
Paying Agent/Registrar maS, prescribe; and the Paying Agent/Registrar shall make
such trm~sfer and registrations as herein provided. It shall be the duty of the Paying
Agent/Registrar to obtain from the Owners and record in the Register the address
of such Owner of each Bond to which payments with respect to the Bonds shall be
mailed, as provided herein. The City or its designore shall have the right to inspect
the Register during regnlax, basiness hours of the Paying Agent/Registrar, but
otherwise the Paying Agent/Registrar shall keep the Registration Books confidential
and, unless otherwise required by law, shall not permit their inspectinn by any other
entity.
(b) The City hereby appoints the Paying Agent/Registrar to art as the
paying agent for paying the principal of and interest on the Bon&s. The Paying
Agent/Registrar shall keep proper records of all payments made by the City and the
Paying Agent/Reg4strar with respect to the Bonds, and of all conversions and
exchanges of such Bonds, all conversions and replacements of such Bonds, as
provided in the Ordinance. The Mayor is hereby authorized to enter into an
agreement with the Paying Agent/Registrar to specify the duties and functions to be
performed by the Paying Agent/Registrar.
Section 5.02. Qualifications.
Each Paying Agent/Registrar shall be (i) a bank, trust rompany, financial
institution, or other entity duly qualified and legally authorized under the laws of
the United States or of any state thereof, (ii) authorized under such laws to exercise
trust powers, (iii) subject to supervision or examination by a federal or state
govecmnental authority, and (iv) a single entity.
0427 D
Section 5.03. Maintainh~g Paying Agent/R. egistrar.
(a) At all times while any Bonds are outstanding, the City will maintain a
Paying Agent/Registrar that is qualified under Section 5.02 of this Ordinance.
(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 reserves the right to terminate the appointment of m~y Paying
Agent/Registrar by delivering to the entity whose appointment is to be terminated a
certified copy of a resolution of the City (i) giving notice of the termination of the
appointment and of the Paying Agent/Registrar Agreement, stating the effective
date of such termination, and (ii) appointing a successor Paying Agent/Registrar.
Section 5.05. Notice of Change to Bondholders.
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 Bondholder 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.
Section 5.06. 3greement 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 ftmctioas of Paying Agent/Registrar prescribed thereby.
Section 5.07. Delivery of Reeorck~ to Successor.
If a Paying Agent/Registrar is replaced, such Paying Agent/Registr~x,
promptly upon the appointment of the successor, will deliver the Register (or a copy
thereof) and all other pertinent books and recorcLs relating to the Bonds to the
successor Paying Agent/Registrar.
ARTICLE V[
FORM OF THE BONDS
Section 6.01. Form GeneralIN.
(a) The Bonds, including the Registration Certificate of the Comptroller
of Public Aeeom,ts of the State of Texas to accompany the Initial Bond, and the
Certificate of the Paying Agent/Registrar and the Assignment form to appear on
each of the Bonds, (i) shall be substantially in the form set forth in this Article, with
such appropriate insertions, omissions, substitutions, and other variations as axe
permitted or required by this Ordinance, and (ii) may have such letters, numbers, or
other marks of identification (ineinding identifying numbers and letters of the
Committee on Uniform Seearities Identification Procedures of the Ameriem~
0427D
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 Bonds, as evidenced by their execution
thereof.
(b) Any portion of the text of any Bonds may be set forth on the reverse
side thereof, with an appropriate reference thereto on the face of the Bonds.
(c) The Bonds shall be printed, lithographed, or engraved, and may be
produced by any combination of these methods or produced in any other similar
masmer, aH as determined by the officers executing such Bonds, as evidenced by
their execution thereof.
Section 6.02. Form of the Boncks.
The form of the Bond, including the form of the Registration Certificate of
the Comptroller of Public Accounts of the State of Texas to accompany the Initial
Bond, and the form of Certificate of the Paying Agent/Registrar and the form of
Assig~ment appearing on the Bonds, shall be substa~Rially as follows:
(a) [Form of Bond]
REGISTERED REGISTERED
No.
United States of America
State of Texas
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
GENERA[, OBLIGATION BOND
SERIES 1985
Interest Rate: MattLvity Date: Original Issue Date CUSIP NO.:
Aug'ast l, 1985
The City of Coppell (the "City"), in the Counties of Dallas a~d Denton, 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 Bond shall have bern sooner called fop redemption a~d the payment of
the principal hereof shall have been paid or provided for, and to pay interest on such
principal amount from the latter of the Original Issue Date specified above or the
most recent interest payment date to which interest has been paid or provided for
uutil payment of such principal amonnt has been paid or provided for, at the per
042VD
a~mtnn c'ate of inteFest specified above, computed on the b~is of a 360-day ye~ of
twelve 30~day montks, sueh ~temst to ~ paid semi~mually on M~h 1 ~d
~ptem~c 1 of each ye~, commencing M~'h 1, 1986.
The pchmipal of t~s Bond sh~l ~ payable without exchange or collection
eh~ges in lawful money of the United States of America upon presentation m~d
s~ndec of t~s Bond at the principal corporate office of the Paying Agent/
Re~t~ executing the m~stration ee~ifieate appe~g heron. ~te~st on this
Bond ~ payable by cheek dated ~ of the Interest Payment Date, m~led by the
Paying AgenURe~st~ to the m~stemd o~ev at the ad~ ~o~ on the
~tmtion boo~ kept by the Pay~g AgendKe~st~ or by such other e~tom~
bm~g ~gemen~ aeeept~le to the Pay~g Agent/Re~t~ ~d the ~mon to
whom inte~st is to ~ paid; prodded, however, that such ~on shM1 ~ ~1 risk
~d e~es of such c~tom~ b~g ~gemen~. For the p~ose of the
pa~ent of ~temst on t~s Bond, the m~stemd o~ee ~all ~ the ~on ~ whose
n~e t~s Bond ~ m~temd at the elo~ of b~ine~ on the "Reeo~ Date," w~eh
~aH ~ the 15th day of the month ne~ pmee~ng such ~temst Pa~ent Date.
However, ~ ~e event that ~temst ~ not p~d on a ~heduled pa~ent date ~d
mm~ ~p~d for they (30) ~ them~ter, a new mco~ date for such ~temst
papent (a "S~ciM Reco~ Date"] ~H ~ established by the Pa~ AgenU
Re~t~, if ~d when f~ for the payment of such interest have ~en received
from the City. Notice of the S~c~ Record Date m~d of the scheduled pa~ent
date of the p~t due ~temst (the "S~cial Payment Date," which date shall ~ 15
days ~ter the S~ci~ Record Date) sh~ ~ ~nt at le~t five buslne~ days prior to
the S~cial Reco~ Date by United ~ates mail, fist cl~s, poster prepaid, to the
ad~ of each Holder of a Bond ap~ing on the boo~ of the Paying
AgenURe~st~ at the close of b~ine~ on the l~st busine~ day preceding the date
of m~ling of such notice.
**Reference is hereby made to the fuctber provisio~ of this Bond set forth
on the '~ve~e side bereof, m~d such f~her pcovisio~ks shall for all pu~oses have the
same effect ~ if set forth on the face hereof.
*This Bond is one of a series of fully registered bon~ s~cified ~ the title
hereof i~ued in the ~egate principal amotmt of $11,325,~ (herein ~ferred to ~
the "Bonds"), ~ued pu~u~t to a certain Ocdimmce of the City (the "Bond
Ordinance") for the p~pose of providing fm~& with which to m~e v~io~
~rmmlent public improvemenks for m~d within the City.
*The City h~ m~ed the option to redeem the Bon~ matting on or ~ter
tptem~r 1, 1997, ~fore the~ ms~ctive scheduled mat~ities in whole or ~ p~t
~ h~te~M m~tiples of $5,~ on tptem~c 1, 1996, or on ~y interest pa~ent
0427D
date thereafter, at a price equal to the principal amount of the Bonds so called for
redemption plus accrued interest to the redemption date. If less thfm all of the
Bonds 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 Bonds, or portions thereof within such maturity oc maturities and in such
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 Bonds to be redeemed in whole or in part. Notice
having been so given, the Bonds or portions thereof designated for redemption shall
become due and payable on the redemption date specified in such notice, and froin
and after such date, notwithstanding that any of the Bon&s or portions thereof so
called for redemption shall not have been surrendered for payment, interest on such
Bonds or portions thereof shall cease to accrue.
*As provided in the Bond Ordinm~ce, und subject to certain limitations
therein set forth, this Bond is transferable upon surrender of this Bond for tcm~sfer
at the principal corporate office of the Paying Agent/Registrar with such
endorsement or other evidence of tr~uksfec as is acceptable to the Paying
Agent/Registrar, and, thereupon, one or more new fully registered Bonds 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 ur tcaosferees.
*Neither the City nor the Paying Agent/Registry' shall be required to issue,
tcarksfer, ur exchange any Bond called foc redemption in whole or iu part within 45
calendar days; provided, however, such limitation shall not be applicable to an
exchange by the Owner of the urtredeemed balance of a Bond eatted in part foc
redeInption.
*The City, the Paying Agent/Registrar, and any other person may treat the
person in whose name this Bond 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 Bond is registered un the Record Date or, if applicable, the Special
Record Date) and foe all other purposes, whether or not this Bond be overdue, and
neither the City unr the Paying Agent/Rcg'istr:tc shall be affected by notice to the
contrary.
*IT IS HEREBY CERTIFIED AND RECITED that the issuance of this Bond
and the series of which it is a part is duly authorized by law and has been authorized
by a vote of the properly qualified elector% of the City voting at un election held for.
that parpose within the City; that all acts, eonditiop~s and things required to be done
precedent to and in the issu~mee of the Bonds have been property done and
performed and have happened in reg~bu' m~d due time, form and mazmer, as required
by law; that sufficient and proper provision for the levy and eolleetioo of taxes has
been made, which, when collected, shall be appropriated exclusively to the timely
payment of the principal of, premium, if any, emd interest on the Bonds; and that the
total indebtech~ess of the City, inelnding the Bonds, does not exceed any
constitutional or statutory limitat ion.
1N WITNESS WHEREOF, the City has caused this Bond to he executed in its
name by the manual or facsimile signature of the Mayor of the City and
eom~tersig~ed by the manual or facsimile sig~mtm'e of the City Seemtat3,, and the
official seal of the City has been duly impressed or placed in facsimile on this Bond.
City Seccetary, City of Coppell, Texas Mayor, City of Coppell, Texas
[SEAL]
(b) [Form of Certificate of Paying Agent/Registrar]
**CERTIFICATE OF PAYING AGENT/REGISTRAR
This is one of the Bonds referred to in the within-mentioned Ordinance. The
series of Bonds of which this bond is a paz~ was originally issued as one Initial Bond
which was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas under Register No.
FIRST CITY BANK OF DALLAS, Dallas
Texas, as Paying Agent/Registrar
Dated: By:
(el [For'm of Assig~unent]
*ASSIGNMENT
FOR VALUE RECEIVED, the tmdersig~ed hereby sells, assigns, and transfers
m~to (print or typewrite name, address and zip code of t~'ansferee):
(Social Security or other identifying number: )
the within Bond and all rights hereunder and hereby kTevoeably constitutes and
appoints attorney to trarmfer the
within Bond on the books kept for registration hereoff with fall power of substitution
in the premises.
Dated:
NOTICE: The sig~mture on this As.signment
Sigmalure Guar;mtee, d By: must correspond with the name of the
registered owner as it appeax~ on the face
of the within Bond in every pm'tieulur amd
must be gumpanteed by an officer of a
Au~horized Sig~mt~r'y federal or state b~mk ur a member of the
Natiooal Association of Securities Dealers.
* Note to pril~ler': P:n':l{Xpaphs preceded by ash a~sterisk (*) ~re to be printed on the
Pever~e side of th,, hon, ts.
** The items Iir'eccch:,t by a dooble :~sterisk (**) ure to be deleted from the lniti;d
llond.
0427D
Iv
(d) Initial Bond Insertions.
(i) The Initial Bond shah be in the form set forth in parageaph (a)
of this Section, except that:
A. immediately under the name of the Bond the headings
"interest Rate " and "Maturity Date "
shall both be completed with the expression "as shown below";
B. in the first paragraph, the words "on the Maturity
Date specified above" shall be deleted and the following will be
inserted "on the first day of September in each of the years, in the
principal amounts and bearing interest at the per annum rates set
forth in the following schedule:
Principal Interest
Year Amount Rate
(Information to be inserted from Section 8.02(b) hereof.)
C. in the second paragraph, 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
D. the Initial Bond shall be numbered T-1.
(ii) The following Registration Certificate of Comptroller of
Public Aeeom~ts shall appear on the Initial Bond:
REGISTRATION CERTIFICATE OF
COMPTROLLER OF PUBLIC ACCOUNTS
OFFICE OF THE COMPTROI.LER §
OF PUBLIC ACCOUNTS § REGISTER NO.
THE STATE OF TEXAS §
I HEREBY CERTIFY THAT there is on file and of record in my office a
certificate to the effect that the Attorney General of the State of Texas has
approved this Bond, and further that this Bond has been registered this day by me.
WITNESS my signature and seal of office this
Comptroller of Public Accounts
of the State of Texas
[SEAL]
0427D
Section 6.03. CUSIP Registration.
The City may secure identification nunsbets 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 Bonds. It is expressly
provided, however, that the presence or absence of CUSIP numbers on the Bonds
shah be of no significance or effect as regards the legality thereof and neither the
City nor the attorneys approving said Bonds as to legality are to be held responsible
for CUSIP numbers incorrectly printed on the Bonds.
Section 6.04. Legal Opinion.
The approvh~g legal opinion of Hutchison Price Boyle & Brooks, Bond Counsel,
may be printed on the back of each Boud over the certification of the City
Secretary of the City, which may be executed in facsimile.
ARTICLE VII
CREATION OF FUNDS AND ACCOUNTS, INITIAL DEPOSITS
AND APPLICATION OF MONEY
Section 7.01. Creation of Funds.
(a) The City hereby establishes the following fm~cLs:
(i) the City of Coppell, Texas, General Obligation Bonds, Series
1985, Interest and Sinking Fund; and
(ii) the Series 1985 General Obligation CotLstruction Fm~d.
(b) The Interest und Sinking Fund shall be maintained at an official
depository of the City, which must be a member of tim Federal Deposit Insureace
Corporation.
Section 7.02. Initial Deposits.
On the Closing Date, the City shall cause the proceeds from the sale of the
Bonds to be deposited as follows:
(i) first, an amotua equal to all accrued Interest m~d premium, if
any, on the Bonds from their date antil the Closing Date shall be deposited to
the credit of the Interest and Sinking Fm~d; and
(ii) second, the remaining bahmee shall be deposited to the eretilt
of the Constcuetiou Fund.
Section 7.03. Interest und Sinking Fvald.
(a) The taxes levied trader Seetion 2.01 of this Ordinance shall be
deposited to the credit of the Interest and Sinking Fm~d at such times and in sueh
amounts as necessary for the timely payment of the principal of and interest on the
Bonds.
0427D
(b) If the amount of money in the Interest and Sinking Fund is at least
equal to the aggregate principal amount of the outstanding Bonds pins the aggregate
mount of interest due and that will become due and payable on such Bonds, no
further deposits to that fund need be made. In determining the aggregate prIncipal
a~mount of outstanding Bonds, there shall be subtracted the amount of any Bonds
that have been duly called for redemption and for which money has been deposited
with the Paying Agent/Registrar for such redemption.
(c) Money on deposit in the Interest and Sinking Fund shall be nsed to pay
the principal of and interest on the Bonds as such become due and payable.
Section 7.04. Construction Fund.
The Construction Fund shM1 be used for the purpose of making the permanent
public improvements for which the Bonds were issued (as specified in Section 3.01 of
this Ordinance) and for paying expenses incurred in connection with the issuance and
delivery of the Bonds.
Section 7.05. Excess Bond Proceeds.
(a) Upon completion of the public improvements financed with the
Bonds, if any amount (exclusive of that a~noant retained for the payment of costs of
such improvements not then due and payable) that remains in the Constmtction Fund
shall be transferred to the credit of the Interest and Sinking Fund and segregated in
a special escrow account.
(b) The money in the escrow accotmt shall be used for the redemption of
Bondus at the earliest date that the City has the option to redeem Bonds without
premium or penalty.
ARTICLE VIII
INVESTMEN TS
Section 8.01. Investments.
(a) Money in each fm~d created by this Ordinance, at the option of the
City, may be invested in such securities or obligations as permitted trader applicable
law.
(b) Any seearities or obligations in which money is so invested shall be
kept and held in trust for the benefit of the Bondholders and shall be sold and the
proceeds of the sale shall be tintely applied to the making of aH payments required
to be made from the fund from which the investment was made.
(e) The money In an escrow aeeotmt established under Section 7.05 of
this Ordinance shall not be invested in securities or obligations that have a
"materially higher yield," within the meaning of Section 103(e) of the Code, than the
yield un the Bonds.
0427D
Section 8.02. Investment Income.
(a) Interest and ineome derived from investment of the Interest a~d
Sinking Fund shall be credited to such Fund.
(b) Interest and income derived from investment of the Construction
Fund shalJ be either deposited to the credit of the Interest and Sinking Fund or
retained in the Construetion Fund until the project is completed.
ARTICLE IX
PARTICULAR REPRESENTATIONS AND COVENANTS
Section 9.01. Payment of the Bonds.
While any of the Bonds 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 Bonds as will arerite or
mattwe on each M~tr~h I or September 1.
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
Bond; the City will promptly pay or cause to be paid the principal of and interest on
each Bond on the dates and at the places and manner prescribed in such Bond; und
the City will, at the times and in the mastnee prescribed by this Ordina~ee, deposit
or cause to be deposited the amoants of money specified by this Ordinance.
(b) The City is duly authorized andor the laws of the State of Texas to
issue the Bonds; all action on its part for the creation and issuance of the Bonds has
been duty and effectively taken; and the Bonds in the hands of the Owners thereof
are and will be valid and enforceable general obligations of the City in accordance
with their terms.
(e) TIre City hereby represents that the proceeds of the Bonds are needed
at this time to finance the costs of the capital improvements for which the Bonds
were issued (as specified in Section 3.01 of this Ordinance); that based on earrent
facts, estimates, and circumstances, it is reasonably expected that final
disbtwsement of the proceeds of the Bonds will ocear within three years after the
Closing Date, that substantial bindIng obligatior,~s to commence such improvements
will be incareed withIn six months after such date, and that the construction or
anquisition of the improvements will proceed with due diligence to completion; that
it is not reasonably expected that the proceeds of the Bonds or money deposited in
the Interest and Sinking Fund will be used or invested in a marn~er that would eaase
the Bonds to be or become "arbitrage bonds," within the meeming of Section 103(e)
of the Code; and that, except for the Interest and Sinking Fund, no other funds or
accounts have been established or pledged to the payment of the Bonds.
0427D
-~-
(d) The City will not take any action or fail to take any action with
respect to the investment of the proceeds of the Bonds or any other fm~ds of the
City, ineinding amounts received from the investment of m~y of the foregoing, that,
based upon the facts, estimates, and circumstances known on the Closing Date,
would result in constituting the Bonds "arbitrage bonds," within the meaning of such
Section 103(e) 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 Bonds are hereby directed to make, execute and deliver rectifications 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 covenants and representations made or required by this Section
are for the benefit of the Bondholders and may be relied upon by the Bondholders
and bond counsel for the City.
ARTICLE X
DEFAULT AND REMEDIES
Section 10.01. Events of Default.
Each of the following oeearrenees or events for the parpose of this Ordinance
is hereby declared to be an "Event of Default," to-wit:
(i) the failare to make payment of the principal of or interest on
any of the Bonds when the same becomes due and payable; or
(ii) default in the performance or observance of any other
covertnAil, ag~.eement or obligation of the City, the failare to perform which
materially or adversely affects the rights of the Bondholders, 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 Bondholder to the City.
Section 10.02. Remedies for Default.
(a) Upon the happening of any Event of Default, then and in every case
any Bondholder 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 Bondholders under this Ordinance, by
mandamns or other suit, action or special proceeding in eqaity or at law, in any
court of competent jurisdiction, for any relief permitted by law, including the
specific performa~ee of any covenant or agreement contained herein, or thereby to
enjoin a~y act or thing that may be unlawful or in violation of any right of the
Bondholders 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 Holders of Bonds then outstanding.
0427D
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 Bonds or now or hereafter existing at law or in equity; provided, however, that
notwithstanding any other provision of this Ordinance, the right to accelerate the
debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
(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. Discharge by Payment.
When all Bonds have been paid in full as to principal and as to interest and
premium, if any, or when all Bonds have become due and payable, whether at
maturity or by prior redemption or otherwise, and the City shall have provided foe
the payment of the whole amount due or to become due on all Bonds then
outstunding, including all interest that has accrued thereon or that may accrue to
the date of maturity or prior redemptiozL and any pre~nium due or that may become
due at maturity or prior redemptiou, by depositing with the Paying Agent/Registrar,
for payment of the principal of sueh outstanding Bonds and the interest accrued
thereon and any premium due thereon, the entire amount due or to become due
thereou, m~d the City shall also have paid or caused to be paid all sums payable
under this Ordin~u~ce 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 front the City requesting the same, shall disch~u'ge and release
the lieu of this Ordinaj~ee and execute a~d deliver to the City such releases or otber
instruments as shall be requisite to release the lien hereof.
Section 11.02. _Discharge ~yA)cpos!t.
(a) The City may discharge its obligation to pay the principal of,
premium, if any, and interest on the Bonds aA~d its obligation to pay all other sums
payable or to become payable trader this Oralinquire by the City, including the
compensation due or to become due the Paying Agent/Registrar, by:
(i) depositing or causi~g to be deposited with the Paying
Agent/Registrar an amomR 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, premium, if any, ~u~d
accrued h~terest on such Bonds to matarity or to the date fixed for prior
redemption of sueh Bonds, mid to pay such other areomits as may be
reasonably estimated by the Paying Agent/Registrar to become payable under
this Ordin~u~ce, including the compensation due or to become due the Paying
Agent/Registern,; and
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(ii) pt'ovidiug tilt' Paying Agerlt/R~istrar with an opiztilm
nnt i,m:d ly ~'et'oG~ iz~M bond ~'ouns~ ,1 :u'~'epl :d>h~ t o thP Paying Ag'e.t/Regisl Pnr'
to tits' ef'ft'et thnt tilt? dcp,mit sp~'oit'i,?d i. subdivision (i) of this subs,','t io, (:1)
1 ;tx:d i~nl.
(b) Subjc~'t to suhsc~'~io. (<') of this Section, upon eompli:tnee wHh '
subs~?cti,m (:D of this S~:tion, the B<md~ sh:~[I no hmg'er be ve~arded ~L~ ou~s~:trtcfi.~
:t/ld tlll[):lic], al/d lh{' l~ayiuG Ag'ctll/R~'gist r:tt', upon receipt of a lelter of instP.~?t i~ms
from the City Peq,esting the same. sh:tll dis~.h;u'ge ~d cele:lse the lierl of this
Ordiu:uace :uut t~xccute ;tllct delivt'r to the City suoh releases or other illsir'lilT/elliS
shall bc r~'qtlisih' to reh~:lstTM the li{m hPrcof.
lh~f,r~' thP dist'h:u'g,' and t'ele:kse o1' the lien of this
pu~u:ud to this S,~t.tio,, provision shall have b{~eri m:~dc by the City with lhP P:tying
Ageut/R~gist t':tr~ foP:
(i) the est:tblishment of' a sep:u'ate escrow aeeouut fund with
t'aying Ag'ent/Rfyg'istrar foe the deposit ptn~unnt to subsection (a)(i) of this
(ii) lhe p;tyment to the BomtholdeT% at the date of m:ttu~'ily or at
the d:tt~ t'ixcd for prior redemption. as applicable. of the full amount
which the Itondhohh~l~ would be {mr it I{xt by way of pcineipal. premium. if any.
and i,t,-rt.st to t},~ {hire of suf'h m:tturity or prioP redemt~tion;
(iii) th,~ inw~sl meut of st,'h mo,eys by tile Paying Agent/
Reg'ibtr:,r in s{'tmriti{~s or oblig'nti,Hs maturiug in suffioient time. iu th,·
judgmcnl of the Paying Agent/Rt~gistP:,'. to mako available the moneys
peqtlir'~,d For' Stlt'h pHI'I)OSU5;
(iv) the h~'uding of wPitl~'u notice by veg'istered or eertifi~M
Uuilcd St,its mail to tht~ ltoldcr or' o:,'h Bond then outstaudiug within 30
days followir~g' th~ d:tt,~ of suoh d~posil that such moneys ave so avaihtbh· for
s,{'h p:tymPnt;;H,I
(v) th~ payment t, th,- City. ppriodi<'ally or' foll,wiu~
p:~ymc,t of' tl.' pPiucipM of. promlure. if :uiy. and inteccst on the Bouds. of
an.y m.r,'Ss, i,t~'rcst eaz'niugs. pPofits or' capit:tl Gains over aud :tbow' the
~tlllOll[ll S IIt:('(~Ss:~r'y for such [)lIPpOSeS.
ARTICI.I': XII
AWARDIN(i SAI.E ()F '1'1II; II()NI)S ANI)
AI>PR()VAI. O1' OFFI(;IAI. STATEMF;NT
Se{'t i<m I :!.0 l. Aw:~rdh!~ Sa!e ot~ ~ he Bonds.
The t~ouds :n'.t h~H'~d~y ,ffiei>tlly soM :~lut aw:wded to Shc:u'so, l.ehm:m
t~rothc~%. hu... t,,.ing tl,. Iow~'st ;rod best bid in :t{.cot'<t;ttl{.e with the Noli~.t' of S;th'
;tad I~iddi.G hlstr'u~.tious, ;tt a price of [>;ir' :ul<t ~.'~'r'ucd lute'rest, and :t -- of
S fop tl.' t~.,,ts, h,':trinG i.l~'P,'M at lh,' r':tt,'s sho~n in Sc~.tion 3.07
Section 12.02. Approval of Official Statement, Notice of Sale and Biddin~
Instcuetions.
The form and substance of the Official Statement, dated ,laly 22, 1985,
relating to the Bonds authorized by this Ordinance, are hereby in all respects
approved and adopted by the City Council, and the MayoP iS hereby authorized and
directed to deliver appropriate numbers of executed copies thereof to the
purehasem of the Bonds. Said Official Statement as thus approved, executed and
delivered may be used by said purchasers in the initial public offering and sale of the
Bonds.
ARTICLE XIII
MISCELLANEOUS MATTERS
Section 13.01. Effectiveness.
This Ordinance shall take effect immediately from and after its passage in
accordance with the provisions of the laws of the State of Texas pertaining thereto,
and it is accordingly so ordained.
APPROVED AND ADOPTED this 13th day of August, 1985.
ATTEST:
[SEALI
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