CP 2002-07-09
NOTICE OF CITY COUNCIL MEETING AND AGENDA
JULY 9, 2002
CANDY SHEEHAN, DOUG STOVER, Place 5
Mayor Mayor Pro Tem
TIM BRANCHEAU, Place 1 MARSHA TUNNELL, Place 4
JAYNE PETERS, Place 2 DAVE HERRING, Place 6
DIANA RAINES, Place 3 BILL YORK, Place 7
JIM WITT, City Manager
MEETING TIME AND PLACE:
Call to Order 5:30 p.m. Council Chambers (Open to the Public)
Executive Session Immediately Following 1st Fl. Conf. Room (Closed to the Public)
Work Session Immediately Following 1st Fl. Conf. Room (Open to the Public)
Regular Session 7:00 p.m. Council Chambers (Open to the Public)
Notice is hereby given that the City Council of the City of Coppell, Texas will meet
in Regular Called Session on Tuesday, July 9, 2002, at 5:30 p.m. for Executive
Session, Work Session will follow immediately thereafter, and Regular Session will
begin at 7:00 p.m., to be held at Town Center, 255 Parkway Boulevard, Coppell,
Texas.
As authorized by Section 551.071(2) of the Texas Government Code, this meeting
may be convened into closed Executive Session for the purpose of seeking
confidential legal advice from the City Attorney on any agenda item listed herein.
The City of Coppell reser ves the right to reconvene, recess or realign the Work
Session or called Executive Session or order of business at any time prior to
adjournment.
The purpose of the meeting is to consider the following items:
ITEM # ITEM DESCRIPTION
REGULAR SESSION (Open to the Public)
1. Call to order.
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ITEM # ITEM DESCRIPTION
EXECUTIVE SESSION (Closed to the Public)
2. Convene Executive Session
A. Section 551.087, Texas Government Code - Deliberation regarding
Economic Development Negotiations.
1. West of Denton Tap.
WORK SESSION (Open to the Public)
3. Convene Work Session
A. Discussion of Game Field Ordinance.
B. Review of Sandy Lake Road Landscape Plan.
C. Discussion of Tennis Project.
D. Discussion of Nuisance Complaint Procedures.
E. Discussion of Agenda Items.
REGULAR SESSION (Open to the Public)
4. Invocation.
5. Pledge of Allegiance.
6. Consider approval of a proclamation congratulating Kenneth Mayfield on
his installation as President of the National Association of Counties, and
authorizing the Mayor to sign.
7. Citizen's Appearances.
CONSENT AGENDA
8. Consider approval of the following consent agenda items:
A. Consider approval of minutes: June 25, 2002.
B. Consider acceptance of resignation of Becky Moore from the Keep
Coppell Beautiful Committee.
Land Use and Development
C. Consider approval of an Ordinance for text amendments to Chapter
12, Zoning, of the Code of Ordinances amending Section 12-30-16,
to revise requirements for restaurants occupying a lease
space/building where there is an existing SUP, and amending Section
12-20-1, deleting Subsection 7, restaurants in office buildings as a
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ITEM # ITEM DESCRIPTION
permitted use in the O (Office) district, and authorizing the Mayor to
sign.
END OF CONSENT
9. Consider approval of an Ordinance of the City of Coppell, Texas, approving
an amendment to Ordinance No. 2001-959, the budget for Fiscal Year
October 1, 2001 through September 30, 2002, and authorizing the Mayor
to sign.
10. Consider approval of an Ordinance authorizing the issuance of City of
Coppell, Texas General Obligation Refunding and Improvement Bonds,
Series 2002, approving an Official Statement, authorizing the execution of
a purchase contract and an Escrow Agreement, and making provisions for
the security thereof, and ordaining other matters relating to the subject and
authorizing the Mayor to sign.
11. Consideration of an ordinance authorizing the issuance of City of Coppell,
Texas Waterworks and Sewer System Revenue Refunding Bonds, Series
2002, approving an Official Statement, authorizing the execution of a
purchase contract, and the execution of an Escrow Agreement, and making
provisions for the security thereof, and ordaining other matters relating to
the subject and authorizing the Mayor to sign.
12. Consider approval of the Nor thlake 635 Business Park, Lot 1, Block D, Site
Plan Amendment, to allow the construction of 40 carpor ts over existing
parking and 100 additional parking spaces, located at 1234 Lakeshore
Drive.
13. PUBLIC HEARING:
Consider approval of text amendments to Chapter 12, Zoning, of the Code
of Ordinances, Sections 12-42-1, 12-31-6, 12-25-1 and 12-26-1 to provide
for a definition, parking requirements and districts per mitted for an
unlisted use of a technolog y equipment facility.
14. PUBLIC HEARING:
Consider approval of text amendments to Chapter 12, Zoning, of the Code
of Ordinances, Sections 12-23-0, 12-23-7 and 12-30-10 to delete Open
Storage as a use per mitted by Special Use Permit in C (Commercial)
districts.
15. PUBLIC HEARING:
Consider approval of text amendment to Chapter 12, Zoning of the Code of
Ordinance, Section 12-34-8.(B)3. to clarify that landscape islands and trees
are not required within truck cour ts.
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ITEM # ITEM DESCRIPTION
16. Consider approval of an amendment to City Ordinance Chapter 9, Section
9-11-3(P) to provide appropriate times for the closing of specified city
parks (Andrew Brown Jr. Community Park (East, West and Central),
MacAr thur Park, Moore Road Park, Wagon Wheel Park and the Car ter
Crowley Practice Facility) for public use; providing a repealing clause;
providing a severability clause; and providing for an effective date; and
authorizing the Mayor to sign.
17. Consider award of Bid No. Q-0502-02 for installation of Denton Creek
Trails, to J.M.C. Construction, in an amount not to exceed $492,969.57,
and authorizing the City Manager to sign.
18. Presentation by Aaron Barrick regarding proposed tennis cour ts.
19. Consider award of Bid No. Q-0502-01 to Dean Electric, Inc. dba Dean
Construction, for the construction of a tennis facility, in an amount not to
exceed $1,283,500.68, and authorizing the City Manager to sign.
20. Consider approval of an ordinance of the City of Coppell, Texas, amending
Section 8-1-3 of the Code of Ordinances by amending the maximum prima
facie speed limit for Meadowcreek Road and Rolling Hills Road in the city
limits of the City of Coppell; and authorizing the Mayor to sign.
21. Consider approval of the acceptance of payments in consideration of an
Economic Development Agreement dated October 13, 1998 and amended
September 20, 2000 between the City of Coppell and Verizon.
22. Necessary action resulting from Work Session.
23. Necessary Action Resulting from Executive Session.
Adjournment.
____________________________________
Candy Sheehan, Mayor
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CERTIFICATE
I cer tify that the above Notice of Meeting was posted on the bulletin board at the
City Hall of the City of Coppell, Texas on this _________ day of _________________,
2002, at __________________.
____________________________________
Libby Ball, City Secretar y
DETAILED INFORMATION REGARDING THIS AGENDA IS AVAILABLE
ON THE CITY'S WEBSITE (www.ci.coppell.tx.us) UNDER PUBLIC
DOCUMENTS, COUNCIL PACKETS.
PUBLIC NOTICES
STATEMENT FOR ADA COMPLIANCE
The City of Coppell acknowledges its responsibility to comply with the Americans With
Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require
special services (i.e. sign interpretative services, alternative audio/visual devices, and
amanuenses) for participation in or access to the City of Coppell sponsored public
programs, services and/or meetings, the City requests that individuals make requests for
these services forty-eight (48) hours ahead of the scheduled program, service and/or
meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other
designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX 1-800-735-2989).
IN COMPLIANCE WITH CITY OF COPPELL ORDINANCE NO. 95724
Carrying of a concealed handgun on these premises or at any official political meeting in
the City of Coppell is illegal.
Es ilegal llevar consigo un arma de fuego oculta, adentro de este edificio, o en cualquier
junta oficial de politica en la ciudad de Coppell.
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AG EN DA R EQU EST FO R M
ITEM # ES-2 CITY COUNCIL MEETING: July 9, 2002
EXECUTIVE SESSION
A. Section 551.087, Texas Gover nment Code - Deliberation regarding Economic Development
Negotiations.
1. West of Denton Tap
SUBMITTED BY: Jim Witt
TITLE: City Manager INITIALS:
AG EN DA R EQU EST FO R M
ITEM # WS-3 CITY COUNCIL MEETING: July 9, 2002
WORK SESSION
A. Discussion of Game Field Ordinance. (Backup attached)
B. Review of Sandy Lake Road Landscape Plan.
C. Discussion of Tennis Project.
D. Discussion of Nuisance Complaint Procedures.
E. Discussion of Agenda Items.
CITY MANAGER'S REVIEW:
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PARKS AND LEISURE SERVICES DEPARTMENT
INTEROFFICE MEMORANDUM
Date: July 2, 2002
To: Mayor and City Council
From: Gary D. Sims, CPRP, Director
RE: Work Session discussion of City Ordinance 9-11-7 “Facility Scheduling”
It has taken almost a year of negotiation and meetings to finalize the Facility Use
Agreements with each sports association that is a member of the Coppell Sports Council.
As you are aware, the purpose of these Facility Use Agreements is to formalize the
responsibilities and expectations of both the individual sports associations and the city.
During these negotiations and meetings numerous issues have surfaced that will require
city council attention, direction and action. Staff is not requesting any action during the
July 9th City Council meeting, regarding this agenda item, this is an
information/discussion agenda item only. The purpose of this memorandum is to identify
issues that will be eventually brought before the City Council for action on future
agendas. A copy of City Ordinance 9-11-7 “Facility Scheduling” is attached for your
reference.
Staff plans to involve both the Sports Council and the Park Board in developing
recommendations for your consideration to the issues contained in this memorandum.
We will discuss and request recommendations from each board at their next meetings.
The issues are as follows:
1. Reservation of Athletic Facilities by teams or groups that are not members of a
sports association which is a member of the Coppell Sports Council.
Example:
Hypothetically, there is a local baseball team composed of players
from Coppell. The coach of this team is a Coppell resident and so
are all the players. This team is part of the Carrollton Baseball
Association and not the Coppell Baseball and Association. Until
this year, they have been playing all of their games in Carrollton.
Today, the coach called and requested to schedule a game field and
practice facilities for his team. He says that he wants to use the
Coppell facilities because our fields are so much better than the
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fields available in Carrollton and there are a limited number of
game fields and practice fields available to him in Carrollton.
Additionally, he wants to play other teams in the Carrollton
Association here in Coppell. He explains that he is a resident, a
taxpayer, and he feels he has a right to play on these fields.
Further, he indicates he does not like the Coppell Baseball
Association, their rules and policies and refuses to go through
them for access to the Coppell fields.
Issues:
• City Ordinance Chapter 9-11-7 Section F does not preclude teams
composed of Coppell residents, playing in Associations in other
cities, from utilizing City of Coppell game fields or practice
facilities.
• We have received numerous requests for such reservations. So
far, we have been able to persuade them to work through Carl
Rehling, President of the Coppell Baseball Association. He has
been able to accommodate them on a limited basis.
• We anticipate a continued increase in this type of request.
• We receive such requests from essentially all of the youth sports
and are beginning to receive similar request from adult
participants in the areas of football, soccer and other sports.
• City sponsored events are not allowed based upon this ordinance.
Possible Solution:
The above referenced section F could be revised as follows:
• Reservations for games or practices can only be made by a team
or association who is a member of a Coppell Sports Council
affiliate. Such requests must be made by and through the sports
association in accordance with the guidelines of the sports
association’s annual facility use agreement.
• The Parks and Leisure Services Department may grant exceptions
to this ordinance for the purposes of city-sponsored activities and
events.
2. Reservations for games or practices can only be made by a team or group
consisting of 80 percent Coppell Residents.
Example:
Several associations have select teams (ages 13 and up) that have
lost players due to family relocation, lack of interest by some of
the players, etc. In order to stay competitive, the association is
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pulling talent from other cities. These teams can have at least 30
and sometimes 40% of their players per team that are from Las
Colinas, Valley Ranch, Lewisville, Carrollton, etc. This problem
is becoming an issue in most of the associations, particularly in
teams for the youth in the middle school brackets.
To deny facility use to these teams because they do not meet the
80% Coppell residency requirement will mean the end of some of
the sports associations being able to provide this particular sport to
older youth.
Issues:
• The ordinance indicates the reservations for games or practices
can only be made by a team or group consisting of 80%
Coppell residents.
• The term group is ambiguous and needs clarification
Possible Solution:
• The term “group” should be replaced with Coppell Sports
Council Member Association.
• The term “team” should be removed.
3. The terminology in Section H., refers to a superintendent.
Issues:
• We no longer have that position in city staff organizational
chart.
Possible Solution:
• The term superintendent should be replaced with Director of
Parks and Leisure Services or his/her designate.
4. Chapter 9-11-7 Section I. “Game fields; designation, 1. The director of Leisure
Services is authorized to post a sign on fields designated by the sports council as
game fields, Such signs shall state: “Game Field – No unauthorized practice or
games.”
Issues:
• With the adoption of the new Facility Use Agreements with
each sports association, deviations from the contract will be
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reviewed by the Parks and Recreation Board. Example: The
baseball association calls and requests to use game fields for
their fall Classic Team Tryouts, outside their designated
season/window. Tryouts are not league games.
• As written, the Sports Council could remove the “Game Field
Only” designation from any field to accommodate this request.
• The Sports Council is not appointed by the City Council nor
does it have any requirement to answer to council for its
actions.
• Further the terminology “unauthorized practice” implies that
some practices could be authorized.
Possible Solutions:
• The Park Board should be assigned the responsibility of
assigning the Game Field Only status to city facilities. They
are appointed by the City Council and are required to answer to
the City Council for their actions. Further, the Park Board
would not be as likely to be placed in a position of exchanging
favors between the associations as would the Sports Council
membership.
• The term-unauthorized practice should be removed from this
section of the ordinance and read Game Field: No Practices or
unauthorized games allowed. Practices cause more wear and
tear on athletic facilities than games. Because the goal has
been to provide the best quality game fields, every effort
should be expended to limit unnecessary wear and tear on these
facilities.
5. Chapter 9-11-7 Section J. Closed fields; designation. 1. The director or [of]
Leisure services is authorized to post a sign on fields designated by the sports
council as closed fields for the purpose of maintenance or to protect the surface of
the playing field. Such sign shall state: “Field Closed for Public Use.” 2. It
shall be unlawful for any person to go upon any field, which has been designated
as a closed field except for the purpose of performing maintenance.
Issues:
• This is redundant as 9-11-7, Section H already provides the
necessary authority described in this section. However, it does
not provide a penalty as described in subsection 2 (It shall be
unlawful for any person to go upon any field, which has been
designated as a closed field except for the purpose of
performing maintenance.)
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• As the sports council meets only once a month, it would be
operationally inefficient to wait for Sports Council designation
for such action.
Possible Solution:
• Elimination of Chapter 9-11-7 Section J. Closed fields;
designation. 1. The director or [of] Leisure services is
authorized to post a sign on fields designated by the sports
council as closed fields for the purpose of maintenance or to
protect the surface of the playing field. Such sign shall state:
“Field Closed for Public Use.” 2. It shall be unlawful for any
person to go upon any field, which has been designated as a
closed field except for the purpose of performing maintenance.
• Add the following as 1. It shall be unlawful for any person to
go upon any field, which has been designated as a closed field
except for the purpose of performing maintenance. to Section
H.
6. Enforcement of the Game Field status is essential if the quality of the fields is to
be maintained and the ordinance is to have any significance.
Issues:
• Staff has had to regularly confront unauthorized use of Game
Fields for unauthorized games and practices. As of this
memorandum, no citations have been requested of the police
department.
• Violators are both Coppell residents and non-residents (some
from as far away as McKinney)
• Parks’s staff has endured verbal abuse and refusal to comply
with our request for violators to leave. When this has occurred,
we have requested police department assistance.
• Staff has worked with the various associations to inform their
members of the ordinance. In recent months, board members
of the various associations have called staff out to respond to
violators.
Possible Solution:
• Without regular and constant patrol of athletic facilities to
ensure compliance of this ordinance, violations will continue.
• Staff is working with each of the Sports Associations to
develop a coach and team parent identification card to discern
who is suppose to be on fields and when.
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• Each association that has a Facility Use Agreement is required
to provide schedules of authorized games and practices. These
schedules must be enforced and compliance addressed.
SUMMARY:
As previously indicated, staff is not requesting council action on this agenda item. This
agenda item was requested by city council. This memorandum is only a staff opinion of
the issues. Staff will involve both the Park and Recreation Board and the Sports Council
in the ultimate recommendations to City Council on these issues and potentially others
that may arise from this process.
Sec. 9-11-7. Facility scheduling. A. Requests for reservations for any of the facilities in any of the parks must be made through the
parks and recreation department. Such reservations must be requested in writing no later than three
working days prior to the date for which the reservation is requested. Such written requests must state the
facility for which the reservation is requested, the time or times and date or dates for which the
reservation is requested, the person or persons who intend to utilize such facilities, and the person or
persons requesting such reservations. The director or a duly authorized representative of the director
should make every effort to act upon the request within two working days of receipt of such request. B. The director has the right to refuse or deny any request for reservation for reasonable cause.
The director further has the right and obligation to cancel or suspend any such reservation previously
issued if, in the opinion of the director, such cancellation or suspension is in the best interests of the
citizens of Coppell and/or is necessary for the maintenance and control of facilities under the
responsibility of the parks and recreation department. C. At the conclusion of the reservation of any facility, the facility must be left in a clean and
orderly condition. All applicants agree, as a condition of receiving such reservation, to pay the cost of
repairing any damage to park property incurred by the group using the facility as determined by the parks
and recreation department. D. All facilities that are not reserved are available for use by the general public on a first come,
first served basis. A listing of reserved facilities, including the time of reservation and the party holding
such reservation, will be maintained by the secretary of the parks and recreation department and will be
available for inspection during regular working hours. E. Park pavilions. All park picnic pavilions can be reserved only by Coppell residents.
Reservations will be granted for a pavilion between the hours of 8:00 a.m.and sunset. Thirty minutes will
be allowed between reservations. Reservations will only be accepted for a reasonable increment of time. F. Athletic facilities. Reservations for games or practices can only be made by a team or group
consisting of 80 percent Coppell residents. The person making the reservation may be required to
produce a list of members, including their residency, for determination of eligibility. Reservations for a
playing facility will be granted for a reasonable period of time between the hours of 8:00 a.m. and sunset
for unlighted facilities and between 8:00 a.m. and 11:00 p.m. for lighted facilities. G. No fee shall be charged for reservation of park facilities or for the use of such facilities unless
specifically authorized by the city council of Coppell. H. The superintendent has the authority to cancel or suspend use of any athletic facility if, in the
opinion of the superintendent, such cancellation or suspension is in the best interest of the citizens and/or
is necessary for the maintenance and control of the facilities. I. Game fields; designation.
1. The director of leisure services is authorized to post a sign on fields designated by the
sports council as game fields. Such signs shall state:
"Game Field - No unauthorized practice or games." 2. It shall be unlawful for any person to conduct, sponsor or participate in any unauthorized
game, tournament, practice or athletic event on any designated game field. J. Closed fields; designation.
1. The director or [of] leisure services is authorized to post a sign on fields designated by the
sports council as closed fields for purpose of maintenance or to protect the surface of the playing field.
Such sign shall state: "Field Closed for Public Use." 2. It shall be unlawful for any person to go upon any field which has been designated as a
closed field except for the purpose of performing maintenance. (Ord. No. 86352; Ord. No. 95695; Ord. No. 96751, § 1, 3-12-96) Editor's note: Ord. No. 96751, § 1, adopted March 12, 1996 provided for the inclusion of new
subsections H. and I. of this section. Inasmuch as subsection H. was previously codified, the provisions of
said ordinance have been added as I., and J. at the editor's discretion.
AGE N DA R E QU E S T FO R M
ITEM # 6 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Consider approval of a proclamation congratulating Kenneth Mayfield on his installation
as President of the National Association of Counties, and authorizing the Mayor to sign.
SUBMITTED BY: Jim Witt
TITLE: City Manager
STAFF COMMENTS:
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: !Mayfield
PROCLAMATION
WHEREAS, County Commissioner Kenneth Mayfield has faithfully served
the citizens of Dallas County for 7 ½ years; and
WHEREAS, during his time in office Kenneth Mayfield has helped Dallas
County grow and become recognized as a leader in urban county management; and
WHEREAS, the City of Coppell wishes to acknowledge Kenneth
Mayfield’s many accomplishments and contributions; and
WHEREAS, through Kenneth Mayfield’s dedicated leadership, Dallas
County has garnered recognition throughout the state and nation.
NOW, THEREFORE, I, Candy Sheehan, Mayor of the City of Coppell, do
hereby acknowledge his many contributions to our county, and wish to
congratulate Kenneth Mayfield on his installation as President of the National
Association of Counties.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City
of Coppell to be affixed this _____ day of July 2002.
____________________________
Candy Sheehan, Mayor
ATTEST:
_________________________
Libby Ball, City Secretary
AG EN DA R EQU EST FO R M
ITEM # 7 CITY COUNCIL MEETING: July 9, 2002
CITIZENS' APPEARANCES
ORDINANCE NO. 2001-964
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, ESTABLISHING RULES, TIMES
AND PROCEDURES FOR CONDUCTING CITY COUNCIL MEETINGS.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THE
FOLLOWING ARE HEREBY ADOPTED AS THE RULES, TIMES AND PROCEDURES
FOR CONDUCTING COUNCIL MEETINGS OF THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS:
The City of Coppell Code of Ordinances, Article 1-10 "Rules, Times and Procedures for
Conducting City Council Meetings," be, and the same is hereby, amended to read as follows:
"ARTICLE 1-10
RULES, TIMES AND PROCEDURES FOR CONDUCTING
CITY COUNCIL MEETINGS
". . .
1-10-6.2.1 CITIZENS APPEARANCE
Persons wishing to speak on any matter other than an item scheduled for a public hearing on the agenda,
must sign a register and list their residence address, provided by the City Secretar y on a table outside the
Council Chambers, and such persons may be heard only at the "Citizens Appearance" portion of a regular
meeting or special meeting. Each speaker must state his or her name and address of residence.
Presentations by individuals during the "Citizens Appearance" shall be limited to two (2) minutes each.
An individual speaker's time may be extended for an additional two (2) minutes with the approval of a
majority of the Council members present. There shall be a cumulative limit of twenty (20) minutes
allotted of any regular or special Council meeting. Those persons who signed up to speak at the "Citizens
Appearance" shall be called upon in the order that they have signed the provided register. No personal
attacks by any speaker shall be made against any member of the Council, Mayor, individual, group or
corporation (Charter Article 3, Section 3.12).
AGE N DA R E QU E S T FO R M
ITEM # 8/A CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider approval of minutes: June 25, 2002.
SUBMITTED BY: Libby Ball
TITLE: City Secretary
STAFF COMMENTS:
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: %minutes
CM06252002
Page 1 of 8
MINUTES OF JUNE 25, 2002
The City Council of the City of Coppell met in Regular Called Session on
Tuesday, June 25, 2002, at 5:30 p.m. in the City Council Chambers of Town
Center, 255 Parkway Boulevard, Coppell, Texas. The following members were
present:
Candy Sheehan, Mayor
Doug Stover, Mayor Pro Tem
Greg Garcia, Councilmember
Jayne Peters, Councilmember
Diana Raines, Councilmember
Marsha Tunnell, Councilmember
Dave Herring, Councilmember
Bill York, Councilmember
Also present were City Manager Jim Witt, Deputy City Secretary Kathy
Wilkerson and City Attorney Robert Hager.
REGULAR SESSION (Open to the Public)
1. Call to order.
Mayor Sheehan called the meeting to order, determined that a quorum
was present and convened into Work Session.
WORK SESSION (Open to the Public)
2. Convene Work Session
A. Discussion regarding AT&T Broadband.
B. Discussion regarding 2003 Legislative Session.
1. Discussion regarding DART.
2. Discussion regarding Cemetery.
C. Discussion regarding non-profit solicitations.
D. Discussion of Agenda Items.
REGULAR SESSION (Open to the Public)
CM06252002
Page 2 of 8
3. Invocation.
Councilmember York led those present in the Invocation.
4. Pledge of Allegiance.
Mayor Sheehan led those present in the Pledge of Allegiance.
5. Report by Library Board.
Presentation:
Douglas Glantz, Chair, made the Board’s semi-annual report to
Council.
6. Citizen's Appearances.
The following people spoke in favor of a large tennis complex in Coppell:
A. Aaron Barrick, 441 Martel;
B. Bill Shaw, 4209 Breton Bay, Dallas, TX;
C. Bill Howard, 1717 E. Beltline;
D. Gene VanOverschelde, 136 Cottonwood;
E. Rosie Kurtz, 352 Cedar Crest Drive;
F. Janie Garrett, 409 Hunters Ridge;
G. Don Jett, 336 Parkview Place; and
H Janet Richards, 229 Chestnut Lane
7. Consider approval of the following consent agenda items:
A. Consider approval of minutes: June 11, 2002.
B. Consider acceptance of resignation of Ann Golding from
the Coppell Education Development Corporation.
C. Consider approval of an Agreement of Cooperation for
CDBG/Home Program and authorizing the Mayor to sign.
D. Consider approval of a grant from the Coppell Education
Development Corporation and the City of Coppell to
CM06252002
Page 3 of 8
Carrollton/Farmers Branch Independent School District
for a half-time technology support specialist at
Riverchase Elementary School using funds collected from
the 379A sales tax.
E. Consider approval of a grant from the Coppell Education
Development Corporation and the City of Coppell to
Lewisville Independent School District for library books
for Southridge Elementary School using funds collected
from the 379A sales tax.
F. Consider approval of an ordinance amending the cable
franchise ordinance to change the ownership from AT&T
Broadband, LLC., to AT&T Comcast Corporation, and
authorizing the Mayor to sign.
G. Consider approval of an ordinance setting the maximum
permitted basic tier rates charged by AT&T Broadband,
and authorizing the Mayor to sign.
H. Consider approval of an ordinance setting the maximum
permitted monthly equipment rental rate charged by
AT&T Broadband, and authorizing the Mayor to sign.
I. Consider approval of an ordinance repealing ordinance
NO. 96751 and repealing the code of ordinances by
amending Chapter 9, Section 9-11-7 and replacing the
same with new updated provisions for scheduling city
facilities related to the designation athletic game fields
and authorizing the Parks and Recreation Board to
establish such designations as necessary; providing a
repealing clause; providing a severability clause; and
providing an effective date.
Land Use and Development
J. Consider approval of an Ordinance for Case No. PD-
186R3, Duke-Freeport, zoning change from PD-186R2
(Planned Development-186R2) to PD-186R3 (Planned
Development-186R3) to consider a revised Concept Plan
for Building 3 to reduce the required parking on
approximately 13.8 acres of property located along the
CM06252002
Page 4 of 8
west side of Freeport Parkway, north of Bethel Road, and
authorizing the Mayor to sign.
K. Consider approval of an Ordinance for Case No. PD-196,
Valley Ranch Baptist Church, zoning change from LI
(Light Industrial) to PD-196-LI (Planned Development-196-
Light Industrial) to allow an approximate 43,000 square-
foot building addition and the expansion of the parking
lot to include 392 additional spaces on approximately 7.5
acres of property located at 1501 Belt Line Road, east of
MacArthur Blvd., and authorizing the Mayor to sign.
Item I was pulled from the agenda and will be presented at the July 9,
2002 Work Session for further discussion.
Action:
Mayor Pro Tem Stover moved to approve Consent Agenda items, A, B, C,
D, E, F carrying Ordinance No. 2002-997, G carrying Ordinance No.
2002-998, H carrying Ordinance No. 2002-999, J carrying Ordinance No.
91500-A-326 and K carrying Ordinance No. 91500-A-327.
Councilmember Peters seconded the motion; the motion carried 7-0 with
Mayor Pro Tem Stover and Councilmembers Brancheau, Peters, Raines,
Tunnell, Herring and York voting in favor of the motion.
8. PUBLIC HEARING:
Consider TXU Gas Distribution’s request to increase gas rates
within the corporate city limits of the City of Coppell.
Presentation:
Jim Witt, City Manager, made a presentation to Council.
Public Hearing:
Mayor Sheehan opened the Public Hearing and advised that no one had
signed up to speak on this item.
Action:
Councilmember Tunnell moved to close the Public Hearing and approve
Resolution No. 2002-0625.1 denying TXU Gas Distribution’s request to
change rates in the City of Coppell, providing for notice hereof to said
CM06252002
Page 5 of 8
company, and authorizing the Mayor to sign. Councilmember Herring
seconded the motion; the motion carried 7-0 with Mayor Pro Tem Stover
and Councilmembers Brancheau, Peters, Raines, Tunnell, Herring and
York voting in favor of the motion.
9. Consider approval of an ordinance or resolution regarding TXU
Gas Distribution’s request to change rates in the City of
Coppell, providing for notice hereof to said company, and
authorizing the Mayor to sign.
This item was considered with Item 8, see Item 8 for minutes.
10. PUBLIC HEARING:
Consider approval of Case No. S-1194R, Frost Bites Italian Ice,
zoning change request from PD-178R S-1194 (Planned
Development-178R-Special Use Permit-1194) to PD-178R S-
1194R (Planned Development-178R-Special Use Permit-1194
Revised), to allow a revision to the approved attached signage
for the Italian ice cream shop located in the Town Center West
Retail Center at 171 N. Denton Tap Road.
Presentation:
Gary Sieb, Director of Planning and Community Services, made a
presentation to the Council.
Public Hearing:
Mayor Sheehan opened the Public Hearing and advised that no one had
signed up to speak on this item.
Action:
Councilmember Tunnell moved to close the Public Hearing and approve
Case No. S-1194R, Frost Bites Italian Ice, zoning change request from
PD-178R S-1194 (Planned Development-178R-Special Use Permit-1194)
to PD-178R S-1194R (Planned Development-178R-Special Use Permit-
1194 Revised), to allow a revision to the approved attached signage for
the Italian ice cream shop located in the Town Center West Retail Center
at 171 N. Denton Tap Road. Councilmember York seconded the motion;
the motion carried 7-0 Mayor Pro Tem Stover and Councilmembers
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Page 6 of 8
Brancheau, Peters, Raines, Tunnell, Herring and York voting in favor of
the motion.
11. PUBLIC HEARING:
Consider approval of Case No. S-1200, Deli and Health Food
Bar, zoning change request from TC (Town Center) to TC-S-
1200 (Town Center, Special Use Permit-1200), to allow the
operation of an approximate 324 square-foot food service
within the Coppell Family YMCA, located at 146 Town Center
Blvd.
Presentation:
Gary Sieb, Director of Planning and Community Services, made a
presentation to the Council.
Public Hearing:
Mayor Sheehan opened the Public Hearing and advised that no one had
signed up to speak on this item.
Action:
Councilmember York moved to close the Public Hearing and approve
Case No. S-1200, Deli and Health Food Bar, zoning change request from
TC (Town Center) to TC-S-1200 (Town Center, Special Use Permit-1200),
to allow the operation of an approximate 324 square-foot food service
within the Coppell Family YMCA, located at 146 Town Center Blvd.;
subject to the following conditions:
1. There shall be no outside signage or advertising;
2. The hours of operation shall be Monday-Friday – 6:30
a.m. to 8:30 p.m., Saturday – 9:00 a.m. to 8:00 p.m.
and Sunday – noon to 8:00 p.m.; and
3. The site plan and floor plans shall be attached to the
Ordinance.
Councilmember Tunnell seconded the motion; the motion carried 7-0 Mayor
Pro Tem Stover and Councilmembers Brancheau, Peters, Raines, Tunnell,
Herring and York voting in favor of the motion.
CM06252002
Page 7 of 8
12. PUBLIC HEARING:
Consider approval of text amendments to Chapter 12, Zoning,
of the Code of Ordinances to amend Section 12-42-1
Definitions, providing for a definition of mini-warehouse
(convenience storage), Section 12-31-6.20 revising parking for
mini-warehouse (convenience storage), Section 12-30-12
requiring SUP for mini-warehouse use in the Light Industrial
District, and deleting subsection 34 of Section 12-31-6, to
clarify the parking requirements for general warehouse use.
Presentation:
Gary Sieb, Director of Planning and Community Services, made a
presentation to the Council.
Public Hearing:
Mayor Sheehan opened the Public Hearing and advised that no one had
signed up to speak on this item.
Action:
Councilmember York moved to close the Public Hearing and approve text
amendments to Chapter 12, Zoning, of the Code of Ordinances to amend
Section 12-42-1 Definitions, providing for a definition of mini-warehouse
(convenience storage), Section 12-31-6.20 revising parking for mini-
warehouse (convenience storage), Section 12-30-12 requiring SUP for
mini-warehouse use in the Light Industrial District, and deleting
subsection 34 of Section 12-31-6, to clarify the parking requirements for
general warehouse use. Councilmember Raines seconded the motion;
the motion carried 7-0 with Mayor Pro Tem Stover and Councilmembers
Brancheau, Peters, Raines, Tunnell, Herring and York voting in favor of
the motion.
13. Consider approval and adoption of Council vision and goals for
2007 and work elements for fiscal year 2003.
Presentation:
Mayor Sheehan made a presentation to the Council.
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Page 8 of 8
Action:
Councilmember Peters moved to approve and adopt Council vision and
goals for 2007 and work elements for fiscal year 2003. Councilmember
Raines seconded the motion; the motion carried 7-0 with Mayor Pro Tem
Stover and Councilmembers Brancheau, Peters, Raines, Tunnell, Herring
and York voting in favor of the motion.
14. Necessary action resulting from Work Session.
There was no action necessary under this item.
15. Mayor and Council Reports.
A. Report by Mayor Sheehan regarding the Spirit of Coppell
July 4th Celebration.
B. Report by Mayor Sheehan regarding volunteers to serve
on Regional Transportation Task Force.
A. Mayor Sheehan encouraged everyone to come to the Spirit of
Coppell July 4th Celebration.
B. Mayor Sheehan asked for citizens to volunteer for the Regional
Transportation Task Force.
There being no further business to come before the City Council, the meeting
was adjourned.
_____________________________________
Candy Sheehan, Mayor
ATTEST:
_______________________________________
Kathy Wilkerson, Deputy City Secretary
AGE N DA R E QU E S T FO R M
ITEM # 8/B CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider acceptance of resignation of Becky Moore from the Keep Coppell Beautiful Committee.
SUBMITTED BY: Libby Ball
TITLE: City Secretary
STAFF COMMENTS:
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: %resignationMoore
June 27, 2002
Dear Kathy,
I was referred to you by Amanda VanHoozier regarding resigning from the Keep Coppell Beautiful
Committee.
My company is converting my Department's computer program and because I am the Director of my
Division, I have been advised I will be working late Tuesday's/Thursday's from now until the end of
February or March.
I have truly enjoyed volunteering for the committee but I don't think it is fair to them if I know I may not
be able to attend 100% of the time. Since the new appointments will be coming up in a few months, I
think it's best to step aside and let someone who can attend join.
Best Regards,
Becky Moore
AGE N DA R E QU E S T FO R M
ITEM # 8/C CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider approval of an Ordinance for text amendments to Chapter 12, Zoning, of the Code of Ordinances
amending Section 12-30-16, to revise requirements for restaurants occupying a lease space/building where there is
an existing SUP, and amending Section 12-20-1, deleting Subsection 7, restaurants in office buildings as a
permitted use in the O (Office) district, and authorizing the Mayor to sign.
SUBMITTED BY: Gary L. Sieb
TITLE: Director of Planning and Community Services
STAFF COMMENTS:
Date of P&Z Meeting: N/A
Decision of P&Z Commission: N/A
On April 18, 2002, the Planning Commission unanimously recommended approval of these text changes.
On May 14, 2002, Council unanimously approved these text changes.
Staff recommends approval.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form – Revised 5/00
@Zotext amend re Rest.SUP Ordinance1-Agenda Request
1 48591
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS,
AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER
12, COMPREHENSIVE ZONING ORDINANCE, SECTION 12-30-16 BY
AMENDING THE REQUIREMENTS FOR RESTAURANTS OCCUPYING
A LEASE/SPACE BUILDING WHERE A SPECIAL USE PERMIT
EXISTS; BY AMENDING SECTION 12-20-1 BY DELETING
SUBSECTION 7, WHICH PROVIDES FOR RESTAURANTS LOCATED
WITHIN AN OFFICE BUILDING; PROVIDING A REPEALING CLAUSE;
PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the current ordinances of the City provide that a Special Use Permit be
required for new restaurants desiring to occupy existing lease spaces or free standing buildings
when a Special Use Permit for a restaurant already exists; and
WHEREAS, staff has reviewed such provisions and believes the process should be
addressed by staff administratively; and
WHEREAS, it has been determined that Section 12-20-1(7) is in conflict with Section
12-30-16 and the same should be deleted; and,
WHEREAS, the Planning and Zoning Commission has reviewed the amendments
recommended by staff and has sent recommendations to the City Council to approve said
amendments to the specified sections; and
WHEREAS, after review of the Planning and Zoning Commission's recommendation,
the City Council is of the opinion that Section 12-30-16 of the Comprehensive Zoning Ordinance
should be amended and Section 12-20-1(7) should be deleted;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS;
SECTION 1. That the Comprehensive Zoning Ordinance of the City of Coppell, Texas,
be, and the same is, hereby amended by amending the Section 12-20-1, by deleting Subsection 7
an renumbering as follows:
" Sec. 12-20-1. General purpose and description.
. . . . .
2 48591
6. Personal improvement services.
7. Day nursery or day care center.
8. Nursing home or convalescent home
. . . . ."
SECTION 2.That the Comprehensive Zoning Ordinance of the City of Coppell, Texas,
be, and the same is, hereby amended by amending Section 12-30-16, which shall read as follows:
"Sec. 12-30-16. Restaurant.
. . . . .
2. Time limit. In the event an application for a building permit for a
restaurant is not made within six months from the granting of the
special use permit for the restaurant, the city council may direct the
planning and zoning commission to call a public hearing for the purpose
of considering the cancellation of the special use permit by changing the
zoning back to its original classification without the special use permit.
In the event the owner or operator of a property having a zoning
classification of special use permit for a restaurant, ceases to operate the
restaurant business use for a period in excess of 90 days, the Planning
and Zoning Commission or the City Council may initiate a zoning
change to consider changing the zoning classification to such other
classification as may be appropriate for the property. Each applicant for
a special use permit for a restaurant shall be advised of this condition
which shall be noted in the ordinance granting the zoning classification.
3.. . . . .
4. Submission requirements. . . . . .
B. Adequate copies of floor plans for the restaurant shall be submitted
showing the dimensions of the following floor areas:
1. Eating areas;
2. Kitchen and food preparation area;
3. Waiting area;
4. Area of all other proposed uses within the restaurant;
3 48591
5. All combined air-conditioned areas;
6. Proposed sign(s);
7. Hours of operation.
5. New restaurant in a lease space/building with an existing SUP for a
restaurant. In the event that another restaurant occupies the same
building/lease space, a new or revised special use permit is not required
unless:
A. The building or lease space is expanded or enlarged;
B. Inclusion of a private club, where previously there was not a
private club in compliance with state law;
C. The effective area of the sign is enlarged from the previous sign;
D. Any other alteration that could increase intensity of the use.
The Director of Planning or designee may administratively approve a
minor amendment to the existing SUP for the establishment of a new
restaurant, subject to the following process:
A. Submission of an application accompanied by the revised floor
plan, sign plan, hours of operation and/or other pertinent
information to the Planning Department for review. No fee will be
assessed.
B. The Director will update the Special Use Permit file to reflect the
new restaurant.
C. The Director will issue a letter of approval, approval with
condition or denial. In the event of a denial, or conditions that are
contested by the applicant, a public hearing process will be
required with payment of appropriate fee.
D. Once the new restaurant occupies the building, the Building
Official or his designee shall provide the Planning Department an
official copy of the Certificate of Occupancy.
. . . . ."
SECTION 3. That all provisions of the Ordinances of the City of Coppell, Texas, in
conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other
provisions of the Ordinances of the City not in conflict with the provisions of this ordinance shall
remain in full force and effect.
4 48591
SECTION 4.That should any word, sentence, paragraph, subdivision, clause, phrase or
section of this ordinance, or of the Code of Ordinances, as amended hereby, be adjudged or held to
be void or unconstitutional, the same shall not affect the validity of the remaining portions of said
ordinance or the Code of Ordinances, as amended hereby, which shall remain in full force and
effect.
SECTION 5.That this ordinance shall take effect immediately from and after its passage
as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of
___________________, 2002.
APPROVED:
______________________________________
CANDY SHEEHAN, MAYOR
ATTEST:
_______________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
___________________________________
ROBERT E. HAGER, CITY ATTORNEY
(REH/cdb 6/28/02)
AGE N DA R E QU E S T FO R M
ITEM # 9 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Consider approval of an Ordinance of the City of Coppell, Texas, approving an
amendment to Ordinance No. 2001-959, the budget for Fiscal Year October 1, 2001 through September 30,
2002, and authorizing the Mayor to sign.
SUBMITTED BY: Jennifer Armstrong
TITLE: Director of Finance
STAFF COMMENTS: See attached memorandum for details.
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: $budamn3.doc
MEMORANDUM
Date:July 9, 2002
To:Mayor and Council
From:Jennifer Armstrong, Director of Finance
Via:Clay Phillips, Deputy City Manager
Subject:Budget Amendment - Fiscal Year 2001-02
This budget amendment is being brought forward to amend revenues and expenditures based on
revised projections.
General Fund
The General Fund Revenues are being decreased ($350,000). This decrease is due to an additional
reduction in Sales Tax Revenue of ($350,000). Expenditures for the General Fund are increasing
by $1,166,000. This increase is for the Service Center construction in the amount of $1,016,000
and for the Minyard Food Stores reimbursement in the amount of $150,000. The funds for these
two items will be transferred from the General Fund, Fund Balance where they are currently
designated as identified projects.
Water/Sewer Fund
Water/Sewer Fund revenues are being decreased by $821,291. The majority of this decrease is
from interest earnings ($379,950) and water/sewer impact fees ($350,000). Decreases in various
other accounts compensate for the difference.
Parks Special Revenue Fund
Revenues are being decreased by ($48,000) due to a reduction in park development fees and
interest earnings. Expenditures are being decreased by ($46,635) to reflect the reduction in
revenues.
Self Insurance Fund
The revenues are being increased $330,000 due to actual premiums producing more than originally
budgeted. Expenditures are being increased by $273,000 due to our actual medical/dental claims.
Donations
2
Revenues are being amended to reflect anticipated collections. Expenditures are being increased by
$34,660. The majority of this increase in expenditures is for the Library in the amount of $25,000
and for Parks in the amount of $9,460.
CEDC-Special Revenue
This fund is a new fund for this fiscal year. The revenues and expenditures are being projected to
reflect current expectations.
CRDC Special Revenue
The revenues are being amended to show an additional decline in sales tax collections and interest
earnings.
BUDAMND.ORD
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS
ORDINANCE NO. __________
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS APPROVING AN
AMENDMENT TO THE BUDGET FOR THE CITY FOR THE FISCAL YEAR OCTOBER
1, 2001 THROUGH SEPTEMBER 30, 2002; PROVIDING THAT EXPENDITURES FOR
SAID FISCAL YEAR SHALL BE MADE IN ACCORDANCE WITH SAID BUDGET; AND
DECLARING AN EFFECTIVE DATE.
WHEREAS, the Budget Officer of the City of Coppell, Texas, did on the 2nd day of
August, 2001, file with the City Secretary, a proposed general budget for the City covering the fiscal
year aforesaid, and
WHEREAS, the City Council of the City of Coppell approved said budget on the 11th day
of September, 2001, and
WHEREAS, the governing body of the City has this date considered an amendment to said
budget;
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
SECTION 1. That Section No. 2 of Ordinance No. 2001-959, for the 2001-02 Fiscal Year
Budget, is hereby amended as follows:
General Fund Current Budget Amending Budget Change
Revenues $27,672,343 $27,322,343 ($350,000)
Expenditures
Combined Services $1,863,699 $3,029,699 $1,166,000
Total Expenditure Increase $1,166,000
Less Designated for Service Center/Minyards (1,123,000)
Net Decrease in Projected Fund Balance ($393,000)
BUDAMND.ORD
Water/Sewer Fund Current Budget Amending Budget Change
Revenues $14,046,156 $13,224,865 ($821,291)
Net Decrease in Projected Retained Earnings ($821,291)
Parks Special RevenueFund Current Budget Amending Budget Change
Revenues $78,000 $30,000 ($48,000)
Expenditures $350,000 $303,365 (46,635)
Net Decrease in Projected Fund Balance ($ 1,365)
Self Insurance Fund Current Budget Amending Budget Change
Revenues $1,060,000 $1,390,000 $330,000
Expenses $1,060,000 $1,333,000 273,000
Net Increase in Projected Retained Earnings $ 57,000
Donations Current Budget Amending Budget Change
Revenues $35,000 $36,445 $ 1,455
Expenditures 27,350 62,010 34,660
Net Decrease in Fund Balance $ 33,205
CEDC-Special Revenue Current Budget Amending Budget Change
Revenues $0 $940,000 $940,000
Expenditures 0 935,000 935,000
Net Decrease in Projected Fund Balance $ 5,000
C.R.D.C. Spec. Rev. Current Budget Amending Budget Change
Revenues $1,180,000 $950,000 ($230,000)
Net Decrease in Projected Fund Balance ($230,000)
SECTION 2. EFFECTIVE DATE.
That this ordinance shall become effective immediately from and after its passage as the law
and charter in such cases provide.
DULY PASSED and adopted by the City Council of the City of Coppell, Texas, on the _____ day
of June, 2002.
BUDAMND.ORD
APPROVED:
___________________________
CANDY SHEEHAN, MAYOR
ATTEST:
____________________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
_____________________________________
ROBERT E. HAGER, CITY ATTORNEY
AGE N DA R E QU E S T FO R M
ITEM # 10 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Consider approval of an Ordinance authorizing the issuance of City of Coppell, Texas
General Obligation Refunding and Improvement Bonds, Series 2002, approving an Official Statement,
authorizing the execution of a purchase contract and an Escrow Agreement, and making provisions for the
security thereof, and ordaining other matters relating to the subject and authorizing the Mayor to sign.
SUBMITTED BY: Jennifer Armstrong
TITLE: Director of Finance
STAFF COMMENTS: General Obligation Bonds are being issued in the amount of $5,740,000 to fund street
and park improvements. This issuance also includes bonds from previous issues that are being refunded to
take advantage of the current interest rate environment.
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: $GO2002-1Agenda
1
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2002;
APPROVING AN OFFICIAL STATEMENT; AUTHORIZING THE EXECUTION OF A
PURCHASE AGREEMENT AND AN ESCROW AGREEMENT; MAKING PROVISIONS
FOR THE SECURITY THEREOF; AND ORDAINING OTHER MATTERS RELATING TO
THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF DALLAS AND DENTON §
CITY OF COPPELL §
WHEREAS, the City of Coppell, Texas (the "Issuer) has duly issued and there is now
outstanding, the following series or issue of bonds and certificates of obligation which are secured by
the full faith and credit of the Issuer and a pledge by the Issuer to levy ad valorem taxes sufficient to
pay principal of and interest on the bonds and certificates of obligation as they become due and a
pledge of surplus to further secure the certificates of obligation:
CITY OF COPPELL, TEXAS General Obligation Refunding Bonds, Series 1993,
dated March 15, 1993 maturities February 1, 2003 through February 1, 2010, in the
aggregate principal amount of $5,935,000 (the "Series 1993 Bonds");
COPPELL MUNICIPAL UTILITY DISTRICT NO. 1 Unlimited Tax and
Revenue Refunding and Improvement Bonds, Series 1993, dated June 1, 1993,
maturities April 1, 2003 through April 1, 2015, in the aggregate principal amount of
$2,745,000 (the "Series 1993 Refunding and Improvement Bonds") (These Bonds
were assumed by the Issuer by Ordinance No. 9460, dated March 16, 1994);
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of
Obligation, Series 1995, dated February 1, 1995, maturities February 1, 2003 through
February 1, 2014, in the aggregate principal amount of $3,580,000 (the "Series 1995
Certificates of Obligation");
CITY OF COPPELL, TEXAS General Obligation Bonds, Series 1995, dated
August 1, 1995, maturities February 1, 2003 through February 1, 2015, in the
aggregate principal amount of $925,000 (the "Series 1995 Bonds");
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of
Obligation, Series 1995A, dated August 1, 1995, maturities February 1, 2003 through
February 1, 2015, in the aggregate principal amount of $2,235,000 (the "Series
1995A Certificates of Obligation");
2
WHEREAS, the Issuer now desires to refund maturities 2003 through 2010 of the Series
1993 Bonds, in the principal amount of $5,935,000, maturities 2003 through 2015 of the Series 1993
Refunding and Improvement Bonds, in the principal amount of $2,745,000, maturities 2006 through
2014 of the Series 1995 Certificates of Obligation, in the principal amount of $2,940,000, maturities
2008 through 2015 of the Series 1995 Bonds, in the principal amount of $650,000, maturities 2008
through 2015 of the Series 1995A Certificates of Obligation, in the principal amount of $1,565,000,
for a total aggregate amount of $13,835,000 (the "Refunded Bonds"); and
WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Bonds
in order to achieve a debt service savings of approximately $__________ and a present value savings
of $__________; and
WHEREAS, Chapter 1207, Texas Government Code, authorizes the Issuer to issue
refunding bonds and to deposit the proceeds from the sale thereof together with any other available
funds or resources, directly with a place of payment or paying agent or a trust company or
commercial bank that does not act as a depository for the Issuer and is named in these proceedings
for the Refunded Bonds, and such deposit, if made before such payment dates, shall constitute the
making of firm banking and financial arrangements for the discharge and final payment of the
Refunded Bonds; and
WHEREAS, Chapter 1207, Texas Government Code, further authorizes the Issuer to enter
into an escrow agreement with the paying agent, or a trust company or commercial bank, for the
Refunded Bonds with respect to the safekeeping, investment, reinvestment, administration and
disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent
may agree, provided that such deposits may be invested and reinvested including obligations the
principal of and interest on which are unconditionally guaranteed by the United States of America,
and which shall mature and bear interest payable at such times and in such amounts as will be
sufficient to provide for the scheduled payment or prepayment of the Refunded Bonds; and
WHEREAS, Wachovia Bank National Association, Houston, Texas, is the Escrow Agent for
the Escrow Agreement hereinafter authorized, constitutes an agreement of the kind authorized and
permitted by said Chapter 1207, Texas Government Code and the Escrow Agent is so named in
accordance with Section 1207.061, Texas Government Code; and
WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity
within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the Issuer also deems it advisable to issue General Obligation Bonds that were
lawfully and favorably voted at a election held in the City on November 2, 1999; and
3
WHEREAS, the City has voted on November 2, 1999 the following general obligations and
have issued the amounts shown:
Purpose
Date
Authorized
Amount
Authorized
Previously
Issued
Amount
Being Issued
Unissued
Balance
Park Improvements 11/02/99 $ 8,685,000 $ 5,785,000 $ 425,000 $ 2,475,000
Drainage Improvements 11/02/99 1,700,000 295,000 - 0 - 1,405,000
Street Improvements 11/02/99 30,345,000 3,785,000 5,355,000 21,205,000
WHEREAS, it is deemed necessary and advisable to authorize, issue, and deliver an
installment of series of bonds in the amount of $425,000 for the purpose of park improvements and
$5,355,000 for street improvements in connection therewith; and
WHEREAS, the bonds hereinafter authorized and designated are to be issued and delivered
pursuant to Subchapter E of Chapter 51 of Local Government Code, Chapter 1331 and Chapter 1207,
Texas Government Code; and
WHEREAS, the meeting was open to the public and public notice of the time, place and
purpose of said meeting was given pursuant to Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the
CITY OF COPPELL, TEXAS (the "Issuer") are hereby authorized to be issued and delivered in the
aggregate principal amount of $20,235,000 for providing $5,355,000 for the purpose of constructing,
improving, and equipping permanent public improvements, to-wit: the City's streets, including but
not limited to West Sandy Lake Road (Denton Tap Road to S.H. 121); East Sandy Lake Road
(Kimbel Court to east city limits); Bethel Road I (Freeport Parkway to west city limits); Bethel Road
II (Freeport Parkway to Denton Tap Road); Coppell Road (West Sandy Lake Road to Bethel Road);
Creekview Road (Ruby Rd./State Rd. West along south edge of Wagon Wheel Park); and Freeport
Parkway (Bethel Road to I.H. 635); $425,000 for the purpose of acquiring, constructing, equipping
and improving permanent public improvements for the City's parks, including but not limited to
MacArthur Park Development; Wagon Wheel Park Development (Phase 2); Andrew Brown Park
East multi-purpose fields; extension of Trail System in North Zone; construction of a new Senior
Citizen Center; development of tennis courts; development of the Town Center Master Plan; and
renovation of Grapevine Springs, and $__________ for refunding the Refunded Bonds.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this
Ordinance shall be designated: "CITY OF COPPELL, TEXAS GENERAL OBLIGATION
REFUNDING AND IMPROVEMENT BOND, SERIES 2002", and initially there shall be issued,
sold, and delivered hereunder a single fully registered bond, without interest coupons, payable in
annual installments of principal (the "Initial Bond"), but the Initial Bond may be assigned and
transferred and/or converted into and exchanged for a like aggregate principal amount of fully
registered bonds, without interest coupons, having serial and annual maturities, and in the
denomination or denominations of $5,000 or any integral multiple of $5,000, all in the manner
hereinafter provided. The term "Bonds" as used in this Ordinance shall mean and include
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collectively the Initial Bond and all substitute bonds exchanged therefor, as well as all other
substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any
of the Bonds.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial
Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered
Bond, without interest coupons, dated July 1, 2002, in the denomination and aggregate principal
amount of $20,235,000 numbered R-1, payable in annual installments of principal to the initial
registered owner thereof, to-wit: RBC DAIN RAUSCHER, INC., or to the registered assignee or
assignees of said Bond or any portion or portions thereof (in each case, the "registered owner"), with
the annual installments of principal of the Initial Bond to be payable on the dates, respectively, and in
the principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this
Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due
dates of installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted
and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed,
and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear
interest from the date of the Initial Bond and will be calculated on the basis of a 360-day year of
twelve 30-day months to the respective scheduled due dates, or to the respective dates of prepayment
or redemption, of the installments of principal of the Initial Bond, and said interest shall be payable,
all in the manner provided and at the rates and on the dates stated in the FORM OF INITIAL BOND
set forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the
form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
endorsed on the Initial Bond, shall be substantially as follows:
FORM OF INITIAL BOND
NO. R-1 $20,235,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2002
The CITY OF COPPELL, in DALLAS AND DENTON COUNTIES (the "Issuer"), being a
political subdivision of the State of Texas, hereby promises to pay to
RBC DAIN RAUSCHER, INC.
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case,
the "registered owner") the aggregate principal amount of
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TWENTY MILLION TWO HUNDRED THIRTY FIVE THOUSAND DOLLARS
in annual installments of principal due and payable on AUGUST 1 in each of the years, and in the
respective principal amounts, as set forth in the following schedule:
YEAR AMOUNT YEAR AMOUNT
2003 1,690,000 2013 1,040,000
2004 1,770,000 2014 1,100,000
2005 1,815,000 2015 705,000
2006 2,465,000 2016 325,000
2007 1,090,000 2017 345,000
2008 1,360,000 2018 360,000
2009 1,495,000 2019 380,000
2010 1,095,000 2020 400,000
2011 945,000 2021 420,000
2012 990,000 2022 445,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such
installment of principal, respectively, from time to time remaining unpaid, at the rates as follows:
maturity 2003, % maturity 2013, %
maturity 2004, % maturity 2014, %
maturity 2005, % maturity 2015, %
maturity 2006, % maturity 2016, %
maturity 2007, % maturity 2017, %
maturity 2008, % maturity 2018, %
maturity 2009, % maturity 2019, %
maturity 2010, % maturity 2020, %
maturity 2011, % maturity 2021, %
maturity 2012, % maturity 2022, %
with said interest being payable on February 1, 2003, and semiannually on each August 1 and
February 1 thereafter while this Bond or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are
payable in lawful money of the United States of America, without exchange or collection charges.
The installments of principal and the interest on this Bond are payable to the registered owner hereof
through the services of WACHOVIA BANK NATIONAL ASSOCIATION, HOUSTON,
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TEXAS, which is the "Paying Agent/Registrar" for this Bond. Payment of all principal of and
interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on
each principal and/or interest payment date by check or draft, dated as of such date, drawn by the
Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the
Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such principal
and/or interest payment date, to the registered owner hereof, at the address of the registered owner, as
it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other
method acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the
registered owner. The Issuer covenants with the registered owner of this Bond that on or before each
principal and/or interest payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest
on this Bond, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday,
or day on which banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
THIS BOND has been authorized in accordance with the Constitution and laws of the State
of Texas, in the principal amount of $20,235,000 for providing $5,355,000 for the purpose of
constructing, improving, and equipping permanent public improvements, to-wit: the City's streets,
including but not limited to West Sandy Lake Road (Denton Tap Road to S.H. 121); East Sandy Lake
Road (Kimbel Court to east city limits); Bethel Road I (Freeport Parkway to west city limits); Bethel
Road II (Freeport Parkway to Denton Tap Road); Coppell Road (West Sandy Lake Road to Bethel
Road); Creekview Road (Ruby Rd./State Rd. West along south edge of Wagon Wheel Park); and
Freeport Parkway (Bethel Road to I.H. 635); $425,000 for the purpose of acquiring, constructing,
equipping and improving permanent public improvements for the City's parks, including but not
limited to MacArthur Park Development; Wagon Wheel Park Development (Phase 2); Andrew
Brown Park East multi-purpose fields; extension of Trail System in North Zone; construction of a
new Senior Citizen Center; development of tennis courts; development of the Town Center Master
Plan; and renovation of Grapevine Springs, and $__________ for refunding the Refunded Bonds.
ON AUGUST 1, 2011, or on any date thereafter, the unpaid installments of principal of this
Bond may be prepaid or redeemed prior to their scheduled due dates, at the option of the Issuer, with
funds derived from any available source, as a whole, or in part, and, if in part, the Issuer shall select
and designate the maturity, or maturities, and the amount that is to be redeemed, and if less than a
whole maturity is to be called, the Issuer shall direct the Paying Agent/Registrar to call by lot
(provided that a portion of this Bond may be redeemed only in an integral multiple of $5,000), at the
redemption price of the principal amount, plus accrued interest to the date fixed for prepayment or
redemption.
AT LEAST 30 days prior to the date fixed for any such prepayment or redemption, a written
notice of such prepayment or redemption shall be mailed by United States mail, first class postage
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pre-paid, by the Paying Agent/Registrar to the registered owner hereof. By the date fixed for any
such prepayment or redemption due provision shall be made by the Issuer with the Paying
Agent/Registrar for the payment of the required prepayment or redemption price for this Bond or the
portion hereof which is to be so prepaid or redeemed, plus accrued interest thereon to the date fixed
for prepayment or redemption. If such written notice of prepayment or redemption is given, and if
due provision for such payment is made, all as provided above, this Bond, or the portion thereof
which is to be so prepaid or redeemed, thereby automatically shall be treated as prepaid or redeemed
prior to its scheduled due date, and shall not bear interest after the date fixed for its prepayment or
redemption, and shall not be regarded as being outstanding except for the right of the registered
owner to receive the prepayment or redemption price plus accrued interest to the date fixed for
prepayment or redemption from the Paying Agent/Registrar out of the funds provided for such
payment. The Paying Agent/Registrar shall record in the Registration Books all such prepayments or
redemptions of principal of this Bond or any portion hereof.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any
unpaid and unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the
initial registered owner hereof and shall be transferred only in the Registration Books of the Issuer
kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms
and conditions set forth in the Bond Ordinance. Among other requirements for such transfer, this
Bond must be presented and surrendered to the Paying Agent/Registrar for cancellation, together
with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any
portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar
may be used to evidence the assignment of this Bond or any such portion or portions hereof by the
initial registered owner hereof. A new bond or bonds payable to such assignee or assignees (which
then will be the new registered owner or owners of such new Bond or Bonds) or to the initial
registered owner as to any portion of this Bond which is not being assigned and transferred by the
initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and
exchange for this Bond or any portion or portions hereof, but solely in the form and manner as
provided in the next paragraph hereof for the conversion and exchange of this Bond or any portion
hereof. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying
Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of
liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar
shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or
unredeemed principal balance hereof, may be converted into and exchanged for a like aggregate
principal amount of fully registered bonds, without interest coupons, payable to the assignee or
assignees duly designated in writing by the initial registered owner hereof, or to the initial registered
owner as to any portion of this Bond which is not being assigned and transferred by the initial
registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject
to the requirement hereinafter stated that each substitute bond issued in exchange for any portion of
this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in
the Bond Ordinance. If this Bond or any portion hereof is assigned and transferred or converted each
bond issued in exchange for any portion hereof shall have a single stated principal maturity date
corresponding to the due date of the installment of principal of this Bond or portion hereof for which
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the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by
such installment of principal or portion thereof. Such bonds, respectively, shall be subject to
redemption prior to maturity on the same dates and for the same prices as the corresponding
installment of principal of this Bond or portion hereof for which they are being exchanged. No such
bond shall be payable in installments, but shall have only one stated principal maturity date. AS
PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE
ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more
assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be
assigned and transferred, and converted, subsequently, as provided in the Bond Ordinance. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring,
converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer,
conversion, and exchange shall pay any taxes or governmental charges required to be paid with
respect thereto. The Paying Agent/Registrar shall not be required to make any such assignment,
conversion, or exchange (i) during the period commencing with the close of business on any Record
Date and ending with the opening of business on the next following principal or interest payment
date, or, (ii) with respect to any Bond or portion thereof called for prepayment or redemption prior to
maturity, within 45 days prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and promptly will cause written
notice thereof to be mailed to the registered owner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
general obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of this Bond, as such interest and
principal come due, have been levied and ordered to be levied against all taxable property in the
Issuer, and have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between the
registered owner hereof and the Issuer.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
signature of the Mayor of the Issuer and countersigned with the manual signature of the City
Secretary of the Issuer, has caused the official seal of the Issuer to be duly impressed on this Bond,
and has caused this Bond to be dated July 1, 2002.
City Secretary Mayor
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE
OF THE COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE:
REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
___________________________________________
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Registration
and Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of
WACHOVIA BANK, NATIONAL ASSOCIATION, HOUSTON, TEXAS (the "Paying
Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Registration
Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent
to keep such books or records and make such transfers and registrations under such reasonable
regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar
shall make such transfers and registrations as herein provided. The Paying Agent/Registrar shall
obtain and record in the Registration Books the address of the registered owner of each Bond to
which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty
of each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has been
given. The Issuer shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, shall not permit their inspection by any
other entity. Registration of each Bond may be transferred in the Registration Books only upon
presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or
any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii)
the right of such assignee or assignees to have the Bond or any such portion thereof registered in the
name of such assignee or assignees. Upon the assignment and transfer of any Bond or any portion
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thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor in the
manner herein provided. The Initial Bond, to the extent of the unpaid or unredeemed principal
balance thereof, may be assigned and transferred by the initial registered owner thereof once only,
and to one or more assignees designated in writing by the initial registered owner thereof. All Bonds
issued and delivered in conversion of and exchange for the Initial Bond shall be in any denomination
or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that
each substitute Bond shall have a single stated principal maturity date), shall be in the form
prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the
characteristics, and may be assigned, transferred, and converted as hereinafter provided. If the Initial
Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be
surrendered to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for
any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be
payable in installments; and each such Bond shall have a principal maturity date corresponding to the
due date of the installment of principal or portion thereof for which the substitute Bond is being
exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such
installment of principal or portion thereof for which it is being exchanged. If only a portion of the
Initial Bond is assigned and transferred, there shall be delivered to and registered in the name of the
initial registered owner substitute Bonds in exchange for the unassigned balance of the Initial Bond
in the same manner as if the initial registered owner were the assignee thereof. If any Bond or
portion thereof other than the Initial Bond is assigned and transferred or converted each Bond issued
in exchange shall have the same principal maturity date and bear interest at the same rate as the
Bond for which it is exchanged. A form of assignment shall be printed or endorsed on each Bond,
excepting the Initial Bond, which shall be executed by the registered owner or its duly authorized
attorney or representative to evidence an assignment thereof. Upon surrender of any Bonds or any
portion or portions thereof for transfer of registration, an authorized representative of the Paying
Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully
registered substitute Bond or Bonds, having the characteristics herein described, payable to such
assignee or assignees (which then will be the registered owner or owners of such new Bond or
Bonds), or to the previous registered owner in case only a portion of a Bond is being assigned and
transferred, all in conversion of and exchange for said assigned Bond or Bonds or any portion or
portions thereof, in the same form and manner, and with the same effect, as provided in Section 6(d),
below, for the conversion and exchange of Bonds by any registered owner of a Bond. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such
transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion
thereof (i) during the period commencing with the close of business on any Record Date and ending
with the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 30 days
prior to its redemption date.
(b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the
Registration Books at any time shall be deemed and treated as the absolute owner thereof for all
purposes of this Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of,
the principal of, premium, if any, and interest on any such Bond shall be made only to such registered
owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
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(c) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and
to act as its agent to convert and exchange or replace Bonds, all as provided in this Ordinance. The
Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all
replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of
interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received from the Issuer. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be l5
days after the Special Record Date) shall be sent at least five (5) business days prior to the Special
Record Date by United States mail, first class postage prepaid, to the address of each Bondholder
appearing on the Registration Books at the close of business on the last business day next preceding
the date of mailing of such notice.
(d) Conversion and Exchange or Replacement; Authentication. Each Bond issued and
delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or
principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of
the Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the
registered owner or such assignee or assignees, as appropriate, be converted into and exchanged for
fully registered bonds, without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000, or any integral
multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have
a single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or
principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered
owner, assignee, or assignees, as the case may be. If the Initial Bond is assigned and transferred or
converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a
single stated principal maturity date, and shall not be payable in installments; and each such Bond
shall have a principal maturity date corresponding to the due date of the installment of principal or
portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear
interest at the single rate applicable to and borne by such installment of principal or portion thereof
for which it is being exchanged. If a portion of any Bond (other than the Initial Bond) shall be
redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the
same 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 aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender
thereof for cancellation. If any Bond or portion thereof (other than the Initial Bond) is assigned and
transferred or converted, each Bond issued in exchange therefor 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 shall convert and exchange or replace Bonds as provided herein, and each fully
registered bond delivered in conversion of and exchange for or replacement of any Bond or portion
thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds
for all purposes of this Ordinance, and may again be converted and exchanged or replaced. It is
specifically provided that any Bond authenticated in conversion of and exchange for or replacement
of another Bond on or prior to the first scheduled Record Date for the Initial Bond shall bear interest
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from the date of the Initial Bond, but each substitute Bond so authenticated after such first scheduled
Record Date shall bear interest from the interest payment date next preceding the date on which such
substitute Bond was so authenticated, unless such Bond is authenticated after any Record Date but on
or before the next following interest payment date, in which case it shall bear interest from such next
following interest payment date; provided, however, that if at the time of delivery of any substitute
Bond the interest on the Bond for which it is being exchanged is due but has not been paid, then such
Bond shall bear interest from the date to which such interest has been paid in full. THE INITIAL
BOND issued and delivered pursuant to this Ordinance is not required to be, and shall not be,
authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in conversion of
and exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be
printed a certificate, in the form substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described on the face of this Bond; and that this Bond has been issued in conversion of
and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Paying Agent/Registrar
Dated __________ By_________________________
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Bond, date and manually sign the above Certificate, and no such Bond shall be deemed to be issued
or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all Bonds surrendered for conversion and exchange or replacement. No additional ordinances,
orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other
body or person so as to accomplish the foregoing conversion and exchange or replacement of any
Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type
composition printed on paper with lithographed or steel engraved borders of customary weight and
strength. Pursuant to Chapter 1207, Texas Government Code, the duty of conversion and exchange
or 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 Bond shall be valid, incontestable, and enforceable in the same manner and
with the same effect as the Initial Bond which originally was issued pursuant to this Ordinance,
approved by the Attorney General, and registered by the Comptroller of Public Accounts. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring,
converting, and exchanging any Bond or any portion thereof, but the one requesting any such
transfer, conversion, and exchange shall pay any taxes or governmental charges required to be paid
with respect thereto as a condition precedent to the exercise of such privilege of conversion and
exchange. The Paying Agent/Registrar shall not be required to make any such conversion and
exchange or replacement of Bonds or any portion thereof (i) during the period commencing with the
close of business on any Record Date and ending with the opening of business on the next following
principal or interest payment date, or, (ii) with respect to any Bond or portion thereof called for
redemption prior to maturity, within 45 days prior to its redemption date.
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(e) In General. All Bonds issued in conversion and exchange or replacement of any other
Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may
be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and
sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of
the Bonds that it will (i) pay the 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 (ii) pay the fees and charges of the Paying Agent/Registrar for services with
respect to the transfer of registration of Bonds, and with respect to the conversion and exchange of
Bonds solely to the extent above provided in this Ordinance.
(g) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/ Registrar, to
be effective not later than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company,
financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds,
by United States mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued
to the purchaser specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such
Bond shall be registered in the name of Cede & Co., as nominee of Depository Trust Company of
New York ("DTC"), and except as provided in subsection (i) hereof, all of the outstanding Bonds
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or
to any person on behalf of whom such a DTC Participant holds an interest on the Bonds. Without
limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any
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DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Bondholder, as shown on the Registration Books, of any
notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than a Bondholder, as shown in the Registration Books of any
amount with respect to principal of, premium, if any, or interest on, as the case may be, the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal, premium, if any, and interest, as the case may be, with respect to such Bond, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon
the order of the respective owners, as shown in the Registration Books as provided in this Ordinance,
or their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal
of, premium, if any, and interest on, or as the case may be, the Bonds to the extent of the sum or
sums so paid. No person other than an owner, as shown in the Registration Books, shall receive a
Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if
any, and interest, as the case may be, pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date, the
word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(i) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the
event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable of discharging
its responsibilities described herein and in the representation letter of the Issuer to DTC and that it is
in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds, the Issuer or the Paying Agent/Registrar shall (i) appoint a successor securities depository,
qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended,
notify DTC and DTC Participants of the appointment of such successor securities depository and
transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and
DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds
to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall
designate, in accordance with the provisions of this Ordinance.
(j) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on, or as the case may be, such
Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner
provided in the representation letter of the Issuer to DTC.
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Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in
conversion and exchange or replacement of any other Bond or portion thereof, including the form of
Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of
Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with
such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
FORM OF SUBSTITUTE BOND
PRINCIPAL AMOUNT
NO. _____ $___________________
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BOND, SERIES 2002
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP NO.
JULY 1, 2002
ON THE MATURITY DATE specified above, the CITY OF COPPELL, in DALLAS AND
DENTON COUNTIES, TEXAS (the "Issuer"), being a political subdivision of the State of Texas,
hereby promises to pay to
__________________________________________________,
or to the registered assignee hereof (either being hereinafter called the "registered owner") the
principal amount of
________________________________________________
and to pay interest thereon from July 1, 2002 to the maturity date specified above, or the date of
redemption prior to maturity, at the interest rate per annum specified above; with interest being
payable on February 1, 2003 and semiannually thereafter on each August 1 and February 1, except
that if the date of authentication of this Bond is later than January 15, 2003, such principal amount
shall bear interest from the interest payment date next preceding the date of authentication, unless
such date of authentication is after any Record Date (hereinafter defined) but on or before the next
following interest payment date, in which case such principal amount shall bear interest from such
next following interest payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of
WACHOVIA BANK, NATIONAL ASSOCIATION, HOUSTON, TEXAS, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated
as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds of the Issuer required by the ordinance authorizing the issuance of the Bonds (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States Mail,
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first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at the
address of the registered owner, as it appeared on the fifteenth business day of the month next
preceding each such date (the "Record Date") on the Registration Books kept by the Paying
Agent/Registrar, as hereinafter described, or by such other method acceptable to the Paying
Agent/Registrar requested by, and the risk and expense of, the registered owner. Any accrued
interest due upon the redemption of this Bond prior to maturity as provided herein shall be paid to the
registered owner upon presentation and surrender of this Bond for redemption and payment at the
principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the
registered owner of this Bond that on or before each principal payment date, interest payment date,
and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar,
from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to
provide for the payment, in immediately available funds, of all principal of and interest on the Bonds,
when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday,
or day on which banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
THIS BOND is one of an issue of Bonds initially dated July 1, 2002, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$20,235,000 for providing $5,355,000 for the purpose of constructing, improving, and equipping
permanent public improvements, to-wit: the City's streets, including but not limited to West Sandy
Lake Road (Denton Tap Road to S.H. 121); East Sandy Lake Road (Kimbel Court to east city limits);
Bethel Road I (Freeport Parkway to west city limits); Bethel Road II (Freeport Parkway to Denton
Tap Road); Coppell Road (West Sandy Lake Road to Bethel Road); Creekview Road (Ruby
Rd./State Rd. West along south edge of Wagon Wheel Park); and Freeport Parkway (Bethel Road to
I.H. 635); $425,000 for the purpose of acquiring, constructing, equipping and improving permanent
public improvements for the City's parks, including but not limited to MacArthur Park Development;
Wagon Wheel Park Development (Phase 2); Andrew Brown Park East multi-purpose fields;
extension of Trail System in North Zone; construction of a new Senior Citizen Center; development
of tennis courts; development of the Town Center Master Plan; and renovation of Grapevine Springs,
and $__________ for refunding the Refunded Bonds.
ON AUGUST 1, 2011, or any date thereafter, the Bonds of this Series may be redeemed prior
to their scheduled maturities, at the option of the Issuer, with funds derived from any available and
lawful source, as a whole, or in part, and, if in part, the Issuer shall select and designate the maturity
or maturities and the amount that is to be redeemed, and if less than a whole maturity is to be called,
the Issuer shall direct the Paying Agent/Registrar to call by lot (provided that a portion of a Bond
may be redeemed only in an integral multiple of $5,000), at the redemption price of the principal
amount thereof, plus accrued interest to the date fixed for redemption.
AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof
prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by
United States mail, first class postage prepaid, not less than 30 days prior to the date fixed for any
such redemption, to the registered owner of each Bond to be redeemed at its address as it appeared on
the 45th day prior to such redemption date; provided, however, that the failure to receive such notice,
17
or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness
of the proceedings for the redemption of any Bond, and it is hereby specifically provided that the
mailing of such notice as required above shall be the only notice actually required in connection with
or as a prerequisite to the redemption of any Bonds or portions thereof. By the date fixed for any
such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the
required redemption price for the Bonds or portions thereof which are to be so redeemed, plus
accrued interest thereon to the date fixed for redemption. If such written notice of redemption is
mailed and if due provision for such payment is made, all as provided above, the Bonds or portions
thereof which are to be so redeemed thereby automatically shall be treated as redeemed prior to their
scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they
shall not be regarded as being outstanding except for the right of the registered owner to receive the
redemption price plus accrued interest from the Paying Agent/Registrar out of the funds provided for
such payment. If a portion of any Bond shall be redeemed a substitute Bond or Bonds having the
same maturity date, bearing interest at the same rate, in any denomination or denominations in any
integral multiple of $5,000, at the written request of the registered owner, and in aggregate principal
amount equal to the unredeemed portion thereof, will be issued to the registered owner upon the
surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL
MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration Books of
the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon
the terms and conditions set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof
in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly
authorized attorney or representative, to evidence the assignment hereof. A new Bond or Bonds
payable to such assignee or assignees (which then will be the new registered owner or owners of such
new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of
only a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and
exchange for this Bond, all in the form and manner as provided in the next paragraph hereof for the
conversion and exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar's standard
or customary fees and charges for making such transfer, but the one requesting such transfer shall
pay any taxes or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of this Bond or any portion
hereof (i) during the period commencing with the close of business on any Record Date and ending
with the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date. The registered owner of this Bond shall be deemed and treated by the
Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including
payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and
the Paying Agent/Registrar shall not be affected by any notice to the contrary.
ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner
or the assignee or assignees hereof, be converted into and exchanged for a like aggregate principal
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amount of fully registered bonds, without interest coupons, payable to the appropriate registered
owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest
at the same rate, in any denomination or denominations in any integral multiple of $5,000 as
requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be,
upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Ordinance. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and
exchanging any Bond or any portion thereof, but the one requesting such transfer, conversion, and
exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a
condition precedent to the exercise of such privilege of conversion and exchange. The Paying
Agent/Registrar shall not be required to make any such conversion and exchange (i) during the
period commencing with the close of business on any Record Date and ending with the opening of
business on the next following principal or interest payment date, or, (ii) with respect to any Bond or
portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, sold, and delivered; that all acts, conditions, and things required or proper to be
performed, exist, and be done precedent to or in the authorization, issuance, and delivery of this
Bond have been performed, existed, and been done in accordance with law; that this Bond is a
general obligation of the Issuer, issued on the full faith and credit thereof; and that ad valorem taxes
sufficient to provide for the payment of the interest on and principal of this Bond, as such interest and
principal come due, have been levied and ordered to be levied against all taxable property in the
Issuer, and have been pledged for such payment, within the limit prescribed by law.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Bond.
City Secretary Mayor
(CITY SEAL)
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FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed
Registration Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance
described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in
exchange for, a bond, bonds, or a portion of a bond or bonds of a Series which originally was approved by the
Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of
Texas.
Dated Wachovia Bank, National Association, Houston, Texas
By
Authorized Representative
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
(Assignee's Social Security or Tax Payer
Identification Number)
(Print or type Assignee's Name and Address Including Zip
Code)
and hereby irrevocably constitutes and appoints
Attorney, to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full
power of substitution in the premises.
Dated _______________
NOTICE: This signature must be guaranteed by
a member of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: This signature must correspond with the
name of the Registered Owner appearing on the face
of this Bond in every particular without alteration or
enlargement or any change whatsoever.
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Section 8. TAX LEVY. A special Interest and Sinking Fund (the "Interest and Sinking
Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall
be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest
and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and
shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied
and collected for and on account of the Bonds shall be deposited, as collected, to the credit of the
Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are
outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and
amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the
interest on the Bonds as such interest comes due, and to provide and maintain a sinking fund
adequate to pay the principal of its Bonds as such principal matures (but never less than 2% of the
original principal amount of the Bonds as a sinking fund each year).
Said tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being
made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is
hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each
year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be
assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking
Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of
the Bonds, as such interest comes due and such principal matures, are hereby pledged for such
payment, within the limit prescribed by law.
Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of the
taxes granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should
Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such
amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject
to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the
registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such
measures as it determines are reasonable and necessary under Texas law to comply with the
applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security
interest in said pledge to occur.
Section 9. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the
principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of
maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money
of the United States of America sufficient to make such payment or (2) Defeasance Securities that
mature as to principal and interest in such amounts and at such times as will insure the availability,
without reinvestment, of sufficient money to provide for such payment, and when proper
arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities.
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(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of
the Issuer also be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to
which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed
in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or
Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting
the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in subsection 9(a)(i) or (ii).
All income from such Defeasance Securities received by the Paying Agent/Registrar which is not
required for the payment of the Defeased Bonds, with respect to which such money has been so
deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the Issuer
adopts or approves the proceedings authorizing the financial arrangements are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar
shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they
had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such
services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds
by such random method as it deems fair and appropriate.
Section 10. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
22
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Chapter 1207, Texas
Government Code, this Section 10 of this Ordinance shall constitute authority for the issuance of any
such replacement bond without necessity of further action by the governing body of the Issuer or any
other body or person, and the duty of the replacement of such bonds is hereby authorized and
imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and
deliver such Bonds in the form and manner and with the effect, as provided in Section 6(d) of this
Ordinance for Bonds issued in conversion and exchange for other Bonds.
Section 11. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS; AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the Initial Bond issued
hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its
delivery and its investigation, examination, and approval by the Attorney General of the State of
Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on
the Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the
Initial Bond. The approving legal opinion of the Issuer's bond counsel and the assigned CUSIP
numbers may, at the option of the Issuer, be printed on the Bond or any Bonds issued and delivered
in conversion of and exchange or replacement of any Bond, but neither shall have any legal effect,
and shall be solely for the convenience and information of the registered owners of the Bonds. In
addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the
Insurer.
Section 12. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to
refrain from taking any action which would adversely affect, and to take any required action to
ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue
Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income"
of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as
follows:
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(a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or
the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any
"private business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the
proceeds or the projects financed therewith are so used, such amounts, whether or not received by the
Issuer, with respect to such private business use, do not, under the terms of this Ordinance, or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described in
Subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used for a "private business use" which is "related" and not "disproportionate," within the meaning
of Section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000,
or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is
directly or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of Section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being treated
as "private activity bonds" within the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to
acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as
defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of
the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or
less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are
needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section
1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements
of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the
Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States
of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under Section 148(f) of the Code.
24
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in
the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally-recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally-recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the
Issuer hereby authorizes and directs the Mayor of the Issuer to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the Issuer, which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the bondholders. The
Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code.
Section 13. ALLOCATION OF, AND LIMITATION ON, EXPENDITURES FOR THE
PROJECT. The Issuer covenants to account for the expenditure of sale proceeds and investment
earnings to be used for the purposes described in Section 1 of this Ordinance (the "Project") on its
books and records by allocating proceeds to expenditures within 18 months of the later of the date
that (1) the expenditure is made, or (2) the Project is completed. The foregoing notwithstanding, the
Issuer shall not expend sale proceeds or investment earnings thereon more than 60 days after the
earlier of (1) the fifth anniversary of the delivery of the Bonds, or (2) the date the Bonds are retired,
unless the Issuer obtains an opinion of nationally-recognized bond counsel that such expenditure will
not adversely affect the tax-exempt status of the Bonds. For purposes hereof, the Issuer shall not be
obligated to comply with this covenant if it obtains an opinion that such failure to comply will not
adversely affect the excludability for federal income tax purposes from gross income of the interest.
Section 14. DISPOSITION OF PROJECT. The Issuer covenants that the property
constituting the Project originally financed by Refunded Bonds will not be sold or otherwise
disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless
the Issuer obtains an opinion of nationally-recognized bond counsel that such sale or other
disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the
foregoing, the portion of the property comprising personal property and disposed in the ordinary
course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For
purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an
opinion that such failure to comply will not adversely affect the excludability for federal income tax
purposes from gross income of the interest.
Section 15. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall
provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year
25
ending in or after 2002, financial information and operating data with respect to the Issuer of the
general type included in the final Official Statement authorized by Section 17 of this Ordinance,
being the information described in Exhibit A. Any financial statements so to be provided shall be
prepared in accordance with the accounting principles described in Exhibit A thereto, or such other
accounting principles as the Issuer may be required to employ from time to time pursuant to state law
or regulation, and audited, if the Issuer commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the Issuer shall provide audited financial
statements for the applicable fiscal year to each NRMSIR and any SID, when and if the audit report
on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the
change (and of the date of the new fiscal year end) prior to the next date by which the Issuer
otherwise would be required to provide financial information and operating data pursuant to this
Section. The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such
event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the Issuer to provide financial information or operating data in accordance with subsection
(a) of this Section by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to
provide only the financial information, operating data, financial statements, and notices which it has
26
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Issuer's financial
results, condition, or prospects or hereby undertake to update any information provided in accordance
with this Section or otherwise, except as expressly provided herein. The Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART,
OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel)
determined that such amendment will not materially impair the interest of the holders and beneficial
owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection (a) of
this Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The Issuer may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals
the applicable provision of the Rule or a court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence
would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering
of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
27
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from
time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
Section 16. SALE OF BONDS. The Bonds are hereby sold and shall be delivered to
RBC DAIN RAUSCHER, INC. (the "Underwriter") for the purchase price of $_______________
(representing the par amount of the Bonds of plus a net original issue premium of $__________
($__________ of original issue discount allocated to the New Money voted Bonds and $__________
of original issue discount allocated to the Refunding Bonds) less an Underwriter's discount on the
Bonds of $__________) plus interest accrued (accrued interest to be deposited into the Interest and
Sinking Fund) thereon to date of delivery pursuant to the terms and provisions of a Purchase
Agreement with the Underwriter. It is hereby officially found, determined, and declared that the
Bonds have been sold pursuant to the terms and provisions of a Purchase Agreement in substantially
the form attached hereto as Exhibit B, which the Mayor of the Issuer is hereby authorized and
directed to execute. It is hereby officially found, determined, and declared that the terms of this sale
are the most advantageous reasonably obtainable. The Initial Bond shall be registered in the name of
RBC DAIN RAUSCHER, INC.
Section 17. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the
form and content of the Official Statement relating to the Bonds and any addenda, supplement or
amendment thereto, and approves the distribution of such Official Statement in the reoffering of the
Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer
executing the same may deem advisable, such determination to be conclusively evidenced by his
execution thereof. The Preliminary Official Statement, dated July 1, 2002, is hereby approved and
deemed final as of its date, as required by SEC Rule 15-2-12, and the distribution and use of the
Preliminary Official Statement prior to the date hereof is hereby ratified and confirmed.
Section 18. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.
The Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City
Secretary of the Issuer is hereby authorized and directed to attest an Escrow Agreement in
substantially the form attached hereto as Exhibit C. In Addition, the Mayor is authorized to execute
such subscription for the purchase of U. S. Treasury Securities, State and Local Government Series,
or the purchase of direct obligations of the United States of America as may be necessary for the
Escrow Fund, and to authorize such contributions as may be necessary for the Escrow Fund.
28
Section 19. NOTICE OF REDEMPTION. That there is attached to this Ordinance, as
Exhibit D, and made a part hereof for all purposes, a notice of prior redemption for the Refunded
Bonds to be redeemed prior to stated maturity, and such Refunded Bonds described in said notice of
prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the
date, place, and at the price as set forth therein.
Section 20. NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION. The
Refunded Bonds described in Exhibit D attached hereto are so called for redemption, and
JPMORGAN CHASE BANK, DALLAS, TEXAS, THE BANK OF NEW YORK TRUST COMPANY OF
FLORIDA, N.A., DALLAS, TEXAS AND BANK ONE, NA, AUSTIN, TEXAS as Paying Agents for the
Refunded Bonds, is hereby directed to make appropriate arrangements so that such Refunded Bonds
may be redeemed at said Bank on the redemption date. A copy of such Notice of Redemption shall
be delivered to the Paying Agent/Registrar so mentioned, and published in the Texas Bond Reporter.
Section 21. INTEREST EARNINGS ON BOND PROCEEDS. The earnings derived
from the investment of proceeds from the sale of the Bonds shall be used along with other Bonds
proceeds as described in Section 1 hereof; provided that after completion of such project, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that interest earnings on the Bonds proceeds which
are required to be rebated to the United States of America pursuant to Section 12 hereof in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purpose of this Section.
Section 22. REASONS FOR REFUNDING. The Issuer deems it advisable to issue the
refunding bonds in order to achieve a gross savings of approximately $__________ and a present
value savings of approximately $__________.
Section 23. APPROPRIATION. There is hereby appropriated for transfer to the Interest
and Sinking Fund, from available funds, moneys sufficient to pay the principal and interest coming
due on the Bonds on February 1, 2003.
Section 24. INSURANCE. The Issuer approves the insurance of the Bonds by
______________________________ and the payment of such premium and covenant to comply
with all of the terms of the insurance commitment, a copy of which is attached hereto as Exhibit E
and is hereby adopted by this Ordinance.
Section 25. PUBLIC NOTICE. It is hereby officially found and determined that public
notice of the time, place and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code.
-------------------
29
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 15 of this Ordinance.
I. Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under the
headings of the Official Statement and Tables referred to) below:
TABLE 1 through 6, and 8 through 15 and in Appendix B
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
30
EXHIBIT B
Purchase Agreement
The Purchase Agreement has been omitted at this point as it appears in executed form
elsewhere in this transcript.
31
EXHIBIT C
Escrow Agreement
The Escrow Agreement has been omitted at this point as it appears in executed form
elsewhere in this transcript.
32
EXHIBIT D
NOTICE OF REDEMPTION
CUSIP NUMBER:
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the
outstanding Bonds of the City described as follows:
CITY OF COPPELL, TEXAS General Obligation Refunding Bonds, Series 1993, dated
March 15, 1993, maturing February 1, 2003 through February 1, 2010, in the principal
amount of $5,935,000, to call date of the Bonds so called for redemption at JPMorgan Chase
Bank, Dallas, Texas. Call date: August 15, 2002.
On August 15, 2002, interest on the Bonds shall cease to accrue and be payable.
THE BONDS shall be redeemed in whole at JPMorgan Chase Bank, Dallas, Texas, as the Paying
Agent/Registrar for said Bonds. Upon presentation of the Bonds at the Paying Agent/Registrar on the
aforementioned redemption date, the holder thereof shall be entitled to receive the redemption price equal to
par and accrued interest to the redemption date.
NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing the
place of payment of the Bonds called for redemption with funds sufficient to pay the principal amount of the
Bonds and the interest thereon to the redemption date. In the event the Bonds or any of them are not presented
for redemption by the respective date fixed for their redemption, they shall not thereafter bear interest.
UNDER THE PROVISIONS of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the
"Act"), paying agents making payments of interest and principal on municipal securities may be obligated to
withhold 30% tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Registered holders who wish to avoid the imposition of the tax should submit
certified taxpayer identification numbers (via form W-9) when presenting the Bonds for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the Bond and in accordance with the recitals and provisions of each of the Bonds,
respectively.
NOTICE IS FURTHER GIVEN that the Bonds should be submitted to either of the following
addresses:
By Mail
JPMorgan Chase Bank
c/o Institutional Trust Services
P. O. Box 2320
Dallas, Texas 75221-2320
Overnight or Courier
JPMorgan Chase Bank
c/o Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
Hand Delivery
JPMorgan Chase Bank
Room 234 - North Building
Institutional Trust Service Window
55 Water Street
New York, New York 10041
Candy Sheehan, Mayor
City of Coppell
33
EXHIBIT D
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the
outstanding Bonds of the City described as follows:
COPPELL MUNICIPAL UTILITY DISTRICT NO. 1 Unlimited Tax and
Revenue Refunding and Improvement Bonds, Series 1993, dated June 1, 1993,
maturing April 1, 2003 through April 1, 2015, in the principal amount of $2,745,000,
to call date of the Bonds so called for redemption at The Bank of New York Trust
Company of Florida, N.A. Call date: August 15, 2002.
On August 15, 2002, interest on the Bonds shall cease to accrue and be payable.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the aforementioned Bonds and in accordance with the recitals and
provisions of said Bonds.
NOTICE IS GIVEN that due and proper arrangements have been made for providing the
place of payment of said Bonds called for redemption with funds sufficient to pay the principal
amount of said Bonds and the interest thereon to the redemption date. In the event said Bonds, or
any of them are not presented for redemption by the date fixed for their redemption, they shall not
thereafter bear interest.
IN COMPLIANCE with the Economic Growth and Tax Relief Reconciliation Act of 2001
(the "Act"), the broker reporting requirements, the redeeming institution is required to withhold
30.50% of the principal amount of your holdings redeemed unless they are provided with a W-9
Form certifying your social security number or federal employer tax identification number. Any
questions regarding this notice may be addressed to The Bank of New York, New York, Corporate
Trust Department, Attention: Bondholder Relations, 1-800-882-6559.
NOTICE IS FURTHER GIVEN that the Bonds should be submitted to either of the following
addresses:
Mail Delivery Hand Delivery, Courier or Brinks
The Bank of New York The Bank of New York
Trust Company of Florida, N.A. Trust Company of Florida, N.A.
Attn: Bond Redemption Unit Attn: Bond Redemption Unit
P O Box 11265 101 Barclay Street, Lobby Level
New York, New York 10286 New York, New York 10286
Candy Sheehan, Mayor
City of Coppell
34
EXHIBIT D
NOTICE OF REDEMPTION
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the outstanding
Bonds and Certificates of Obligation of the City described as follows:
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation,
Series 1995, dated February 1, 1995, maturing February 1, 2006 through February 1, 2014, in the
principal amount of $2,940,000, to call date of the Certificates of Obligation so called for
redemption at Bank One, NA, Austin, Texas. Call Date: February 1, 2004.
On February 1, 2004, interest on the Bonds shall cease to accrue and be payable.
CITY OF COPPELL, TEXAS General Obligation Bonds, Series 1995, dated August 1, 1995,
maturing February 1, 2008 through February 1, 2015, in the principal amount of $650,000, to call
date of the Bonds so called for redemption at Bank One, NA, Austin, Texas. Call date: February
1, 2004.
On February 1, 2004, interest on the Bonds shall cease to accrue and be payable.
CITY OF COPPELL, TEXAS Combination Tax and Revenue Certificates of Obligation,
Series 1995A, dated August 1, 1995, maturing February 1, 2008 through February 1, 2015, in the
principal amount of $1,565,000, to call date of the Certificates of Obligation so called for
redemption at Bank One, NA, Austin, Texas. Call Date: February 1, 2004.
On February 1, 2004, interest on the Bonds shall cease to accrue and be payable.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings authorizing
the issuance of the aforementioned Bonds or Certificates of Obligation and in accordance with the recitals and
provisions of said Bonds or Certificates of Obligation.
NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing the place
of payment of the Bonds or Certificates of Obligation called for redemption with funds sufficient to pay the
principal amount of the Bonds or Certificates of Obligation and the interest thereon to the redemption date. In the
event the Bonds or Certificates of Obligation or any of them are not presented for redemption by the respective date
fixed for their redemption, they shall not thereafter bear interest.
UNDER THE PROVISIONS of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the
"Act"), paying agents making payments of interest and principal on municipal securities may be obligated to
withhold 30% tax from remittance to individuals who have failed to furnish the paying agent with a valid taxpayer
identification number. Registered holders who wish to avoid the imposition of the tax should submit certified
taxpayer identification numbers (via form W-9) when presenting the Bonds or Certificates of Obligation for
payment.
NOTICE IS FURTHER GIVEN that the Bonds or Certificates of Obligation should be submitted to either
of the following addresses:
Mail Delivery or Hand Delivery
Bank One, NA
Global Corporate Trust Services
221 West 6th Street, Suite 200
Austin, Texas 78701
Candy Sheehan, Mayor
35
City of Coppell
36
EXHIBIT E
INSURANCE COMMITMENT
The Insurance Commitment has omitted at this point, as it appears elsewhere in the transcript.
AGE N DA R E QU E S T FO R M
ITEM # 11 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Consideration of an ordinance authorizing the issuance of City of Coppell, Texas
Waterworks and Sewer System Revenue Refunding Bonds, Series 2002, approving an Official Statement,
authorizing the execution of a purchase contract, and the execution of an Escrow Agreement, and making
provisions for the security thereof, and ordaining other matters relating to the subject and authorizing the
Mayor to sign.
SUBMITTED BY: Jennifer Armstrong
TITLE: Director of Finance
STAFF COMMENTS: This issuance is refunding bonds from previous issues, which will result in interest
savings.
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: $wsref1-Agenda
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ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE REFUNDING BONDS, SERIES 2002,
APPROVING AN OFFICIAL STATEMENT, AUTHORIZING THE EXECUTION OF A
PURCHASE CONTRACT AND THE EXECUTION OF AN ESCROW AGREEMENT, AND
MAKING PROVISIONS FOR THE SECURITY THEREOF, AND ORDAINING OTHER
MATTERS RELATING TO THE SUBJECT
THE STATE OF TEXAS §
COUNTIES OF DALLAS AND DENTON §
CITY OF COPPELL §
WHEREAS, the following revenue bonds of the City of Coppell are presently outstanding:
CITY OF COPPELL, TEXAS Waterworks and Sewer System Revenue Refunding
Bonds, Series 1991, dated January 1, 1991, maturities September 1, 2002 through
September 1, 2006, in the aggregate principal amount of $4,390,000 (the "Series
1991 Bonds" or "Outstanding Bonds");
CITY OF COPPELL, TEXAS Waterworks and Sewer System Revenue Bonds,
Series 1992, dated September 1, 1992, maturities September 1, 2002 through
September 1, 2004, in the aggregate principal amount of $420,000 (the "Series 1992
Bonds" or "Outstanding Bonds");
CITY OF COPPELL, TEXAS Waterworks and Sewer System Revenue Bonds,
Series 1995, dated February 1, 1995, maturities September 1, 2002 through
September 1, 2008, in the aggregate principal amount of $2,410,000 (the "Series
1995 Bonds" or "Outstanding Bonds");
CITY OF COPPELL, TEXAS Waterworks and Sewer System Revenue Refunding
and Improvement Bonds, Series 1997, dated October 1, 1997, maturities September
1, 2002 through September 1, 2017, in the aggregate principal amount of $8,775,000
(the "Series 1997 Bonds" or "Outstanding Bonds");
CITY OF COPPELL, TEXAS Waterworks and Sewer System Revenue Bonds,
Series 1999, dated January 15, 1999, maturities September 1, 2002 through
September 1, 2019, in the aggregate principal amount of $1,865,000 (the "Series
1999 Bonds" or "Outstanding Bonds");
WHEREAS, the Issuer now desires to refund maturities 2003 through 2006 of the Series
1991 Bonds in the principal amount of $3,630,000 (the "Refunded Bonds"); and
WHEREAS, the City Council of the Issuer deems it advisable to refund the Refunded Bonds
in order to achieve a gross savings of approximately $__________ and a present value savings of
$__________; and
WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer
to issue refunding bonds and to deposit the proceeds from the sale thereof together with any other
available funds or resources, directly with a place of payment (paying agent) for the Refunded
Bonds, and such deposit, if made before such payment dates, shall constitute the making of firm
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banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and
WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow agreement
with the paying agent for the Refunded Bonds with respect to the safekeeping, investment,
reinvestment, administration and disposition of any such deposit, upon such terms and conditions as
the Issuer and such paying agent may agree, provided that such deposits may be invested and
reinvested including obligations the principal of and interest on which are unconditionally guaranteed
by the United States of America, and which shall mature and bear interest payable at such times and
in such amounts as will be sufficient to provide for the scheduled payment or prepayment of the
Refunded Bonds; and
WHEREAS, JPMorgan Chase Bank, Dallas, Texas (successor to First City, Texas - Dallas,
Dallas, Texas) is the paying agent for the Series 1991 Bonds and shall serve as Escrow Agent for the
Refunded Bonds, and the Escrow Agreement hereinafter authorized, constitutes an agreement of the
kind authorized and permitted by said Chapter 1207; and
WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity
within 20 years of the date of the bonds hereinafter authorized; and
WHEREAS, the bonds hereinafter authorized are to be issued and delivered pursuant to
Chapter 1207; and
WHEREAS, the meeting was open to the public and public notice of the time, place and
purpose of said meeting was given pursuant to Chapter 551, Texas Government Code.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
Section 1. AMOUNT AND PURPOSE OF THE BONDS. The bond or bonds of the
City of Coppell (the "Issuer") are hereby authorized to be issued and delivered in the aggregate
principal amount of $3,680,000 for the purpose of refunding maturities 2003 through 2006 of the
Series 1991 Bonds.
Section 2. DESIGNATION OF THE BONDS. Each bond issued pursuant to this
Ordinance shall be designated: "CITY OF COPPELL, TEXAS WATERWORKS AND SEWER
SYSTEM REVENUE REFUNDING BOND, SERIES 2002", and initially there shall be issued, sold,
and delivered hereunder a single fully registered bond, without interest coupons, payable in annual
installments of principal (the "Initial Bond"), but the Initial Bond may be assigned and transferred
and/or converted into and exchanged for a like aggregate principal amount of fully registered bonds,
without interest coupons, having serial and annual maturities, and in the denomination or
denominations of $5,000 or any integral multiple of $5,000, all in the manner hereinafter provided.
The term "Bonds" as used in this Ordinance shall mean and include collectively the Initial Bond and
all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds
issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
Section 3. INITIAL DATE, DENOMINATION, NUMBER, MATURITIES, INITIAL
REGISTERED OWNER, AND CHARACTERISTICS OF THE INITIAL BOND. (a) The Initial
Bond is hereby authorized to be issued, sold, and delivered hereunder as a single fully registered
Bond, without interest coupons, dated July 1, 2002, in the denomination and aggregate principal
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amount of $3,680,000, numbered R-1, payable in annual installments of principal to the initial
registered owner thereof, to-wit: RBC DAIN RAUSCHER, INC., or to the registered assignee or
assignees of said Bond or any portion or portions thereof (in each case, the "registered owner"), with
the annual installments of principal of the Initial Bond to be payable on the dates, respectively, and in
the principal amounts, respectively, stated in the FORM OF INITIAL BOND set forth in this
Ordinance.
(b) The Initial Bond (i) may be prepaid or redeemed prior to the respective scheduled due
dates of installments of principal thereof, (ii) may be assigned and transferred, (iii) may be converted
and exchanged for other Bonds, (iv) shall have the characteristics, and (v) shall be signed and sealed,
and the principal of and interest on the Initial Bond shall be payable, all as provided, and in the
manner required or indicated, in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 4. INTEREST. The unpaid principal balance of the Initial Bond shall bear
interest from the date of the Initial Bond and will be calculated on the basis of a 360-day year of
twelve 30-day months to the respective scheduled due dates, of the installments of principal of the
Initial Bond, and said interest shall be payable, all in the manner provided and at the rates and on the
dates stated in the FORM OF INITIAL BOND set forth in this Ordinance.
Section 5. FORM OF INITIAL BOND. The form of the Initial Bond, including the
form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be
endorsed on the Initial Bond, shall be substantially as follows:
FORM OF INITIAL BOND
NO. R-1 $3,680,000
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE
REFUNDING BOND, SERIES 2002
The CITY OF COPPELL, in DALLAS AND DENTON COUNTIES, TEXAS (the "Issuer"),
being a political subdivision of the State of Texas, hereby promises to pay to
RBC DAIN RAUSCHER, INC.
or to the registered assignee or assignees of this Bond or any portion or portions hereof (in each case,
the "registered owner") the aggregate principal amount of
THREE MILLION SIX HUNDRED EIGHTY THOUSAND DOLLARS
in annual installments of principal due and payable on September 1 in each of the years, and in the
respective principal amounts, as set forth in the following schedule:
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YEAR AMOUNT
2003 880,000
2004 905,000
2005 935,000
2006 960,000
and to pay interest, from the date of this Bond hereinafter stated, on the balance of each such
installment of principal, respectively, from time to time remaining unpaid, at the rates as follows:
maturity 2003,
%
maturity 2004,
%
maturity 2005,
%
maturity 2006,
%
with said interest being payable on September 1, 2002, and semiannually on each March 1 and
September 1 thereafter while this Bond or any portion hereof is outstanding and unpaid.
THE INSTALLMENTS OF PRINCIPAL OF AND THE INTEREST ON this Bond are
payable in lawful money of the United States of America, without exchange or collection charges.
The installments of principal and the interest on this Bond are payable to the registered owner hereof
through the services of WACHOVIA BANK, NATIONAL ASSOCIATION, HOUSTON, TEXAS,
which is the "Paying Agent/Registrar" for this Bond. Payment of all principal of and interest on this
Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each principal
and/or interest payment date by check or draft, dated as of such date, drawn by the Paying
Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance
authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying
Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the
Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such principal
and/or interest payment date, to the registered owner hereof, at the address of the registered owner, as
it appeared on the 15th day of the month next preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described, or by such other
method acceptable to the Paying Agent/Registrar requested by, and at the risk and expense of, the
registered owner. The Issuer covenants with the registered owner of this Bond that on or before each
principal and/or interest payment date for this Bond it will make available to the Paying
Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts
required to provide for the payment, in immediately available funds, of all principal of and interest
on this Bond, when due.
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IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday,
or day on which banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
THIS BOND has been authorized in accordance with the Constitution and laws of the State
of Texas, in the principal amount of $3,680,000 for the purpose of refunding maturities 2003 through
2006 of the Series 1991 Bonds.
THIS BOND, to the extent of the unpaid or unredeemed principal balance hereof, or any
unpaid and unredeemed portion hereof in any integral multiple of $5,000, may be assigned by the
initial registered owner hereof and shall be transferred only in the Registration Books of the Issuer
kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon the terms
and conditions set forth in the Bond Ordinance. Among other requirements for such transfer, this
Bond must be presented and surrendered to the Paying Agent/Registrar for cancellation, together
with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the
Paying Agent/Registrar, evidencing assignment by the initial registered owner of this Bond, or any
portion or portions hereof in any integral multiple of $5,000, to the assignee or assignees in whose
name or names this Bond or any such portion or portions hereof is or are to be transferred and
registered. Any instrument or instruments of assignment satisfactory to the Paying Agent/Registrar
may be used to evidence the assignment of this Bond or any such portion or portions hereof by the
initial registered owner hereof. A new bond or bonds payable to such assignee or assignees (which
then will be the new registered owner or owners of such new Bond or Bonds) or to the initial
registered owner as to any portion of this Bond which is not being assigned and transferred by the
initial registered owner, shall be delivered by the Paying Agent/Registrar in conversion of and
exchange for this Bond or any portion or portions hereof, but solely in the form and manner as
provided in the next paragraph hereof for the conversion and exchange of this Bond or any portion
hereof. The registered owner of this Bond shall be deemed and treated by the Issuer and the Paying
Agent/Registrar as the absolute owner hereof for all purposes, including payment and discharge of
liability upon this Bond to the extent of such payment, and the Issuer and the Paying Agent/Registrar
shall not be affected by any notice to the contrary.
AS PROVIDED above and in the Bond Ordinance, this Bond, to the extent of the unpaid or
unredeemed principal balance hereof, may be converted into and exchanged for a like aggregate
principal amount of fully registered bonds, without interest coupons, payable to the assignee or
assignees duly designated in writing by the initial registered owner hereof, or to the initial registered
owner as to any portion of this Bond which is not being assigned and transferred by the initial
registered owner, in any denomination or denominations in any integral multiple of $5,000 (subject
to the requirement hereinafter stated that each substitute bond issued in exchange for any portion of
this Bond shall have a single stated principal maturity date), upon surrender of this Bond to the
Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in
the Bond Ordinance. If this Bond or any portion hereof is assigned and transferred or converted each
bond issued in exchange for any portion hereof shall have a single stated principal maturity date
corresponding to the due date of the installment of principal of this Bond or portion hereof for which
the substitute bond is being exchanged, and shall bear interest at the rate applicable to and borne by
such installment of principal or portion thereof. Such bonds, respectively, shall be subject to
redemption prior to maturity on the same dates and for the same prices as the corresponding
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installment of principal of this Bond or portion hereof for which they are being exchanged. No such
bond shall be payable in installments, but shall have only one stated principal maturity date. AS
PROVIDED IN THE BOND ORDINANCE, THIS BOND IN ITS PRESENT FORM MAY BE
ASSIGNED AND TRANSFERRED OR CONVERTED ONCE ONLY, and to one or more
assignees, but the bonds issued and delivered in exchange for this Bond or any portion hereof may be
assigned and transferred, and converted, subsequently, as provided in the Bond Ordinance. The
Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for transferring,
converting, and exchanging this Bond or any portion thereof, but the one requesting such transfer,
conversion, and exchange shall pay any taxes or governmental charges required to be paid with
respect thereto. The Paying Agent/Registrar shall not be required to make any such assignment,
conversion, or exchange (i) during the period commencing with the close of business on any Record
Date and ending with the opening of business on the next following principal or interest payment
date, or, (ii) with respect to any Bond or portion thereof called for prepayment or redemption prior to
maturity, within 45 days prior to its prepayment or redemption date.
IN THE EVENT any Paying Agent/Registrar for this Bond is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and promptly will cause written
notice thereof to be mailed to the registered owner of this Bond.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered pursuant to the laws of the State of Texas; that all acts, conditions,
and things required or proper to be performed, exist, and be done precedent to or in the authorization,
issuance, and delivery of this Bond and the Series of which it is a part have been performed, existed,
and been done in accordance with law; that this Bond is a special obligation of said Issuer, and that
the principal of and interest on this Bond, together with other outstanding Waterworks and Sewer
System Revenue Bonds of the Issuer, are payable and secured by a first lien on and pledge of the Net
Revenues of the Issuer's Waterworks and Sewer System.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Ordinance authorizing this Series of Bonds, to issue additional parity revenue bonds
which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Net
Revenues.
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of
this Bond or the interest hereon out of any funds raised or to be raised by taxation, or from any
sources whatsoever other than those described in the Bond Ordinance.
BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between the
registered owner hereof and the Issuer.
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IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual
signature of the Mayor of the Issuer and countersigned with the manual signature of the City
Secretary of the Issuer, has caused the official seal of the Issuer to be duly impressed on this Bond,
and has caused this Bond to be dated July 1, 2002.
City Secretary Mayor
(CITY SEAL)
FORM OF REGISTRATION CERTIFICATE OF THE
COMPTROLLER OF PUBLIC ACCOUNTS:
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.
I hereby certify that this Bond has been examined, certified as to validity, and approved by
the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller
of Public Accounts of the State of Texas.
Witness my signature and seal this
Comptroller of Public Accounts of the State of Texas
(COMPTROLLER'S SEAL)
Section 6. ADDITIONAL CHARACTERISTICS OF THE BONDS. (a) Registration
and Transfer. The Issuer shall keep or cause to be kept at the principal corporate trust office of
WACHOVIA BANK, NATIONAL ASSOCIATION, HOUSTON, TEXAS, (the "Paying
Agent/Registrar") books or records of the registration and transfer of the Bonds (the "Registration
Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent
to keep such books or records and make such transfers and registrations under such reasonable
regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar
shall make such transfers and registrations as herein provided. The Paying Agent/Registrar shall
obtain and record in the Registration Books the address of the registered owner of each Bond to
which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty
of each registered owner to notify the Paying Agent/Registrar in writing of the address to which
payments shall be mailed, and such interest payments shall not be mailed unless such notice has been
given. The Issuer shall have the right to inspect the Registration Books during regular business hours
of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration
Books confidential and, unless otherwise required by law, shall not permit their inspection by any
other entity. Registration of each Bond may be transferred in the Registration Books only upon
presentation and surrender of such Bond to the Paying Agent/Registrar for transfer of registration and
cancellation, together with proper written instruments of assignment, in form and with guarantee of
signatures satisfactory to the Paying Agent/Registrar, (i) evidencing the assignment of the Bond, or
any portion thereof in any integral multiple of $5,000, to the assignee or assignees thereof, and (ii)
the right of such assignee or assignees to have the Bond or any such portion thereof registered in the
name of such assignee or assignees. Upon the assignment and transfer of any Bond or any portion
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thereof, a new substitute Bond or Bonds shall be issued in conversion and exchange therefor in the
manner herein provided. The Initial Bond, to the extent of the unpaid or unredeemed principal
balance thereof, may be assigned and transferred by the initial registered owner thereof once only,
and to one or more assignees designated in writing by the initial registered owner thereof. All Bonds
issued and delivered in conversion of and exchange for the Initial Bond shall be in any denomination
or denominations of any integral multiple of $5,000 (subject to the requirement hereinafter stated that
each substitute Bond shall have a single stated principal maturity date), shall be in the form
prescribed in the FORM OF SUBSTITUTE BOND set forth in this Ordinance, and shall have the
characteristics, and may be assigned, transferred, and converted as hereinafter provided. If the Initial
Bond or any portion thereof is assigned and transferred or converted the Initial Bond must be
surrendered to the Paying Agent/Registrar for cancellation, and each Bond issued in exchange for
any portion of the Initial Bond shall have a single stated principal maturity date, and shall not be
payable in installments; and each such Bond shall have a principal maturity date corresponding to the
due date of the installment of principal or portion thereof for which the substitute Bond is being
exchanged; and each such Bond shall bear interest at the single rate applicable to and borne by such
installment of principal or portion thereof for which it is being exchanged. If only a portion of the
Initial Bond is assigned and transferred, there shall be delivered to and registered in the name of the
initial registered owner substitute Bonds in exchange for the unassigned balance of the Initial Bond
in the same manner as if the initial registered owner were the assignee thereof. If any Bond or
portion thereof other than the Initial Bond is assigned and transferred or converted each Bond issued
in exchange shall have the same principal maturity date and bear interest at the same rate as the
Bond for which it is exchanged. A form of assignment shall be printed or endorsed on each Bond,
excepting the Initial Bond, which shall be executed by the registered owner or its duly authorized
attorney or representative to evidence an assignment thereof. Upon surrender of any Bonds or any
portion or portions thereof for transfer of registration, an authorized representative of the Paying
Agent/Registrar shall make such transfer in the Registration Books, and shall deliver a new fully
registered substitute Bond or Bonds, having the characteristics herein described, payable to such
assignee or assignees (which then will be the registered owner or owners of such new Bond or
Bonds), or to the previous registered owner in case only a portion of a Bond is being assigned and
transferred, all in conversion of and exchange for said assigned Bond or Bonds or any portion or
portions thereof, in the same form and manner, and with the same effect, as provided in Section 6(d),
below, for the conversion and exchange of Bonds by any registered owner of a Bond. The Issuer
shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such
transfer and delivery of a substitute Bond or Bonds, but the one requesting such transfer shall pay
any taxes or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of any Bond or any portion
thereof (i) during the period commencing with the close of business on any Record Date and ending
with the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 30 days
prior to its redemption date.
(b) Ownership of Bonds. The entity in whose name any Bond shall be registered in the
Registration Books at any time shall be deemed and treated as the absolute owner thereof for all
purposes of this Ordinance, whether or not such Bond shall be overdue, and the Issuer and the Paying
Agent/Registrar shall not be affected by any notice to the contrary; and payment of, or on account of,
the principal of, premium, if any, and interest on any such Bond shall be made only to such registered
owner. All such payments shall be valid and effectual to satisfy and discharge the liability upon such
Bond to the extent of the sum or sums so paid.
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(c) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying
Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, and
to act as its agent to convert and exchange or replace Bonds, all as provided in this Ordinance. The
Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying
Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all
replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of
interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such
interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and
when funds for the payment of such interest have been received from the Issuer. Notice of the
Special Record Date and of the scheduled payment date of the past due interest (which shall be 15
days after the Special Record Date) shall be sent at least five (5) business days prior to the Special
Record Date by United States mail, first class postage prepaid, to the address of each Bondholder
appearing on the Security Register at the close of business on the last business day next preceding the
date of mailing of such notice.
(d) Conversion and Exchange or Replacement; Authentication. Each Bond issued and
delivered pursuant to this Ordinance, to the extent of the unpaid or unredeemed principal balance or
principal amount thereof, may, upon surrender of such Bond at the principal corporate trust office of
the Paying Agent/Registrar, together with a written request therefor duly executed by the registered
owner or the assignee or assignees thereof, or its or their duly authorized attorneys or representatives,
with guarantee of signatures satisfactory to the Paying Agent/Registrar, may, at the option of the
registered owner or such assignee or assignees, as appropriate, be converted into and exchanged for
fully registered bonds, without interest coupons, in the form prescribed in the FORM OF
SUBSTITUTE BOND set forth in this Ordinance, in the denomination of $5,000, or any integral
multiple of $5,000 (subject to the requirement hereinafter stated that each substitute Bond shall have
a single stated maturity date), as requested in writing by such registered owner or such assignee or
assignees, in an aggregate principal amount equal to the unpaid or unredeemed principal balance or
principal amount of any Bond or Bonds so surrendered, and payable to the appropriate registered
owner, assignee, or assignees, as the case may be. If the Initial Bond is assigned and transferred or
converted each substitute Bond issued in exchange for any portion of the Initial Bond shall have a
single stated principal maturity date, and shall not be payable in installments; and each such Bond
shall have a principal maturity date corresponding to the due date of the installment of principal or
portion thereof for which the substitute Bond is being exchanged; and each such Bond shall bear
interest at the single rate applicable to and borne by such installment of principal or portion thereof
for which it is being exchanged. If a portion of any Bond (other than the Initial Bond) shall be
redeemed prior to its scheduled maturity as provided herein, a substitute Bond or Bonds having the
same 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 aggregate principal amount
equal to the unredeemed portion thereof, will be issued to the registered owner upon surrender
thereof for cancellation. If any Bond or portion thereof (other than the Initial Bond) is assigned and
transferred or converted, each Bond issued in exchange therefor 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 shall convert and exchange or replace Bonds as provided herein, and each fully
registered bond delivered in conversion of and exchange for or replacement of any Bond or portion
thereof as permitted or required by any provision of this Ordinance shall constitute one of the Bonds
for all purposes of this Ordinance, and may again be converted and exchanged or replaced. It is
specifically provided that any Bond authenticated in conversion of and exchange for or replacement
of another Bond on or prior to the first scheduled Record Date for the Initial Bond shall bear interest
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from the date of the Initial Bond, but each substitute Bond so authenticated after such first scheduled
Record Date shall bear interest from the interest payment date next preceding the date on which such
substitute Bond was so authenticated, unless such Bond is authenticated after any Record Date but on
or before the next following interest payment date, in which case it shall bear interest from such next
following interest payment date; provided, however, that if at the time of delivery of any substitute
Bond the interest on the Bond for which it is being exchanged is due but has not been paid, then such
Bond shall bear interest from the date to which such interest has been paid in full. THE INITIAL
BOND issued and delivered pursuant to this Ordinance is not required to be, and shall not be,
authenticated by the Paying Agent/ Registrar, but on each substitute Bond issued in conversion of
and exchange for or replacement of any Bond or Bonds issued under this Ordinance there shall be
printed a certificate, in the form substantially as follows:
"PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described on the face of this Bond; and that this Bond has been issued in conversion of
and exchange for or replacement of a bond, bonds, or a portion of a bond or bonds of an issue which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Paying Agent/Registrar
Dated __________ By_________________________
Authorized Representative"
An authorized representative of the Paying Agent/Registrar shall, before the delivery of any such
Bond, date and manually sign the above Certificate, and no such Bond shall be deemed to be issued
or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall
cancel all Bonds surrendered for conversion and exchange or replacement. No additional ordinances,
orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other
body or person so as to accomplish the foregoing conversion and exchange or replacement of any
Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and
delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be of type
composition printed on paper with lithographed or steel engraved borders of customary weight and
strength. Pursuant to Chapter 1207, the duty of conversion and exchange or 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 Bond
shall be valid, incontestable, and enforceable in the same manner and with the same effect as the
Initial Bond which originally was issued pursuant to this Ordinance, approved by the Attorney
General, and registered by the Comptroller of Public Accounts. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and
exchanging any Bond or any portion thereof, but the one requesting any such transfer, conversion,
and exchange shall pay any taxes or governmental charges required to be paid with respect thereto as
a condition precedent to the exercise of such privilege of conversion and exchange. The Paying
Agent/Registrar shall not be required to make any such conversion and exchange or replacement of
Bonds or any portion thereof (i) during the period commencing with the close of business on any
Record Date and ending with the opening of business on the next following principal or interest
payment date, or, (ii) with respect to any Bond or portion thereof called for redemption prior to
maturity, within 45 days prior to its redemption date.
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(e) In General. All Bonds issued in conversion and exchange or replacement of any other
Bond or portion thereof, (i) shall be issued in fully registered form, without interest coupons, with the
principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may
be redeemed prior to their scheduled maturities, (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed and
sealed, and (vii) the principal of and interest on the Bonds shall be payable, all as provided, and in
the manner required or indicated, in the FORM OF SUBSTITUTE BOND set forth in this Ordinance.
(f) Payment of Fees and Charges. The Issuer hereby covenants with the registered owners of
the Bonds that it will (i) pay the 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 (ii) pay the fees and charges of the Paying Agent/Registrar for services with
respect to the transfer of registration of Bonds, and with respect to the conversion and exchange of
Bonds solely to the extent above provided in this Ordinance.
(g) Substitute Paying Agent/Registrar. The Issuer covenants with the registered owners of
the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and
legally qualified bank, trust company, financial institution, or other agency to act as and perform the
services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying
Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the
Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/ Registrar, to
be effective not later than 60 days prior to the next principal or interest payment date after such
notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by
merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer
covenants that promptly it will appoint a competent and legally qualified bank, trust company,
financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon
any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall
transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books
and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by
the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written
notice thereof to be sent by the new Paying Agent/Registrar to each registered owner of the Bonds,
by United States mail, first-class postage prepaid, which notice also shall give the address of the new
Paying Agent/Registrar. By accepting the position and performing as such, each Paying
Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified
copy of this Ordinance shall be delivered to each Paying Agent/Registrar.
(h) Book-Entry Only System. The Bonds issued in exchange for the Bonds initially issued
to the purchaser specified herein shall be initially issued in the form of a separate single fully
registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such
Bond shall be registered in the name of Cede & Co., as nominee of Depository Trust Company of
New York ("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Bonds
shall be registered in the name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer
and the Paying Agent/Registrar shall have no responsibility or obligation to any DTC Participant or
to any person on behalf of whom such a DTC Participant holds an interest on the Bonds. Without
limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any
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DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC
Participant or any other person, other than a Bondholder, as shown on the Registration Books, of any
notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any DTC
Participant or any other person, other than a Bondholder, as shown in the Registration Books of any
amount with respect to principal of, premium, if any, or interest on, as the case may be, the Bonds.
Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying
Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is
registered in the Registration Books as the absolute owner of such Bond for the purpose of payment
of principal, premium, if any, and interest, as the case may be, with respect to such Bond, for the
purpose of giving notices of redemption and other matters with respect to such Bond, for the purpose
of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying
Agent/Registrar shall pay all principal of, premium, if any, and interest on the Bonds only to or upon
the order of the respective owners, as shown in the Registration Books as provided in this Ordinance,
or their respective attorneys duly authorized in writing, and all such payments shall be valid and
effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal
of, premium, if any, and interest on, or as the case may be, the Bonds to the extent of the sum or
sums so paid. No person other than an owner, as shown in the Registration Books, shall receive a
Bond certificate evidencing the obligation of the Issuer to make payments of principal, premium, if
any, and interest, as the case may be, pursuant to this Ordinance. Upon delivery by DTC to the
Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new
nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to
interest checks being mailed to the registered owner at the close of business on the Record Date, the
word "Cede & Co." in this Ordinance shall refer to such new nominee of DTC.
(i) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the
event that the Issuer or the Paying Agent/Registrar determines that DTC is incapable of discharging
its responsibilities described herein and in the representation letter of the Issuer to DTC and that it is
in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated
Bonds, the Issuer or the Paying Agent/Registrar shall (i) appoint a successor securities depository,
qualified to act as such under Section 17(a) of the Securities and Exchange Act of 1934, as amended,
notify DTC and DTC Participants of the appointment of such successor securities depository and
transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and
DTC Participants of the availability through DTC of Bonds and transfer one or more separate Bonds
to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no
longer be restricted to being registered in the Registration Books in the name of Cede & Co., as
nominee of DTC, but may be registered in the name of the successor securities depository, or its
nominee, or in whatever name or names Bondholders transferring or exchanging Bonds shall
designate, in accordance with the provisions of this Ordinance.
(j) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the
contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on, or as the case may be, such
Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner
provided in the representation letter of the Issuer to DTC.
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Section 7. FORM OF SUBSTITUTE BONDS. The form of all Bonds issued in
conversion and exchange or replacement of any other Bond or portion thereof, including the form of
Paying Agent/Registrar's Certificate to be printed on each of such Bonds, and the Form of
Assignment to be printed on each of the Bonds, shall be, respectively, substantially as follows, with
such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance.
FORM OF SUBSTITUTE BOND
NO. _____ PRINCIPAL AMOUNT
UNITED STATES OF AMERICA
STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL, TEXAS
WATERWORKS AND SEWER SYSTEM REVENUE
REFUNDING BOND, SERIES 2002
INTEREST RATE MATURITY DATE DATE OF ORIGINAL ISSUE CUSIP NO.
JULY 1, 2002
ON THE MATURITY DATE specified above THE CITY OF COPPELL, in DALLAS AND
DENTON COUNTIES, TEXAS (the "Issuer"), being a political subdivision of the State of Texas,
hereby promises to pay to
__________________________________________________,
or to the registered assignee hereof (either being hereinafter called the "registered owner") the
principal amount of
________________________________________________
and to pay interest thereon from July 1, 2002 to the maturity date specified above, at the interest rate
per annum specified above; with interest being payable on September 1, 2002 and semiannually
thereafter on each March 1 and September 1, except that if the date of authentication of this Bond is
later than August 15, 2002, such principal amount shall bear interest from the interest payment date
next preceding the date of authentication, unless such date of authentication is after any Record Date
(hereinafter defined) but on or before the next following interest payment date, in which case such
principal amount shall bear interest from such next following interest payment date.
THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the
United States of America, without exchange or collection charges. The principal of this Bond shall
be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity or
upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of
WACHOVIA BANK, NATIONAL ASSOCIATION, HOUSTON, TEXAS, which is the "Paying
Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying
Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated
as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from,
funds of the Issuer required by the ordinance authorizing the issuance of the Bonds (the "Bond
Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter
provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail,
first-class postage prepaid, on each such interest payment date, to the registered owner hereof, at the
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address of the registered owner, as it appeared on the 15th day of the month next preceding each such
date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as
hereinafter described, or by such other method acceptable to the Paying Agent/Registrar requested
by, and the risk and expense of, the registered owner. Any accrued interest due upon the redemption
of this Bond prior to maturity as provided herein shall be paid to the registered owner upon
presentation and surrender of this Bond for redemption and payment at the principal corporate trust
office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond
that on or before each principal payment date, interest payment date, and accrued interest payment
date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and
Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in
immediately available funds, of all principal of and interest on the Bonds, when due.
IF THE DATE for the payment of the principal of or interest on this Bond shall be a
Saturday, Sunday, a legal holiday, or a day on which banking institutions in the City where the
Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for
such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday,
or day on which banking institutions are authorized to close; and payment on such date shall have the
same force and effect as if made on the original date payment was due.
THIS BOND is one of an issue of Bonds initially dated July 1, 2002, authorized in
accordance with the Constitution and laws of the State of Texas in the principal amount of
$3,680,000 for the purpose of refunding maturities 2003 through 2006 of the Series 1991 Bonds.
THIS BOND OR ANY PORTION OR PORTIONS HEREOF IN ANY INTEGRAL
MULTIPLE OF $5,000 may be assigned and shall be transferred only in the Registration Books of
the Issuer kept by the Paying Agent/Registrar acting in the capacity of registrar for the Bonds, upon
the terms and conditions set forth in the Bond Ordinance. Among other requirements for such
assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar,
together with proper instruments of assignment, in form and with guarantee of signatures satisfactory
to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof
in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or
any such portion or portions hereof is or are to be transferred and registered. The form of
Assignment printed or endorsed on this Bond shall be executed by the registered owner or its duly
authorized attorney or representative,to evidence the assignment hereof. A new Bond or Bonds
payable to such assignee or assignees (which then will be the new registered owner or owners of such
new Bond or Bonds), or to the previous registered owner in the case of the assignment and transfer of
only a portion of this Bond, may be delivered by the Paying Agent/Registrar in conversion of and
exchange for this Bond, all in the form and manner as provided in the next paragraph hereof for the
conversion and exchange of other Bonds. The Issuer shall pay the Paying Agent/Registrar's standard
or customary fees and charges for making such transfer, but the one requesting such transfer shall
pay any taxes or other governmental charges required to be paid with respect thereto. The Paying
Agent/Registrar shall not be required to make transfers of registration of this Bond or any portion
hereof (i) during the period commencing with the close of business on any Record Date and ending
with the opening of business on the next following principal or interest payment date, or, (ii) with
respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days
prior to its redemption date. The registered owner of this Bond shall be deemed and treated by the
Issuer and the Paying Agent/Registrar as the absolute owner hereof for all purposes, including
payment and discharge of liability upon this Bond to the extent of such payment, and the Issuer and
the Paying Agent/Registrar shall not be affected by any notice to the contrary.
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ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest
coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond
Ordinance, this Bond, or any unredeemed portion hereof, may, at the request of the registered owner
or the assignee or assignees hereof, be converted into and exchanged for a like aggregate principal
amount of fully registered bonds, without interest coupons, payable to the appropriate registered
owner, assignee, or assignees, as the case may be, having the same maturity date, and bearing interest
at the same rate, in any denomination or denominations in any integral multiple of $5,000 as
requested in writing by the appropriate registered owner, assignee, or assignees, as the case may be,
upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the
form and procedures set forth in the Bond Ordinance. The Issuer shall pay the Paying
Agent/Registrar's standard or customary fees and charges for transferring, converting, and
exchanging any Bond or any portion thereof, but the one requesting such transfer, conversion, and
exchange shall pay any taxes or governmental charges required to be paid with respect thereto as a
condition precedent to the exercise of such privilege of conversion and exchange. The Paying
Agent/Registrar shall not be required to make any such conversion and exchange (i) during the
period commencing with the close of business on any Record Date and ending with the opening of
business on the next following principal or interest payment date, or, (ii) with respect to any Bond or
portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date.
IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns,
or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly
will appoint a competent and legally qualified substitute therefor, and promptly will cause written
notice thereof to be mailed to the registered owners of the Bonds.
IT IS HEREBY certified, recited, and covenanted that this Bond has been duly and validly
authorized, issued, and delivered pursuant to the laws of the State of Texas; that all acts, conditions,
and things required or proper to be performed, exist, and be done precedent to or in the authorization,
issuance, and delivery of this Bond and the Series of which it is a part have been performed, existed,
and been done in accordance with law; that this Bond is a special obligation of said Issuer, and that
the principal of and interest on this Bond, together with other outstanding Waterworks and Sewer
System Revenue Bonds of the Issuer, are payable and secured by a first lien on and pledge of the Net
Revenues of the Issuer's Waterworks and Sewer System.
THE ISSUER has reserved the right, subject to the restrictions stated, and adopted by
reference, in the Ordinance authorizing this Series of Bonds, to issue additional parity revenue bonds
which also may be made payable from, and secured by a first lien on and pledge of, the aforesaid Net
Revenues.
THE REGISTERED OWNER HEREOF shall never have the right to demand payment of
this Bond or the interest hereon out of any funds raised or to be raised by taxation, or from any
sources whatsoever other than those described in the Bond Ordinance.
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BY BECOMING the registered owner of this Bond, the registered owner thereby
acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such
terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for
inspection in the official minutes and records of the governing body of the Issuer, and agrees that the
terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the Issuer.
IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile
signature of the City Secretary of the Issuer, and has caused the official seal of the Issuer to be duly
impressed, or placed in facsimile, on this Bond.
City Secretary Mayor
(CITY SEAL)
FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an executed Registration
Certificate of the Comptroller of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series which
originally was approved by the Attorney General of the State of Texas and registered by the
Comptroller of Public Accounts of the State of Texas.
Dated Wachovia Bank, National Association, Houston, Texas
By
Authorized Representative
17
FORM OF ASSIGNMENT:
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned registered owner of this Bond, or duly authorized
representative or attorney thereof, hereby assigns this Bond to
(Assignee's Social Security or Tax Payer
Identification Number)
(Print or type Assignee's Name and Address Including Zip
Code)
and hereby irrevocably constitutes and appoints
Attorney, to transfer the registration of this Bond on the Paying Agent/Registrar's Registration Books with full
power of substitution in the premises.
Dated _______________
NOTICE: This signature must be guaranteed by
a member of the New York Stock Exchange or
a commercial bank or trust company.
NOTICE: This signature must correspond with the
name of the Registered Owner appearing on the face
of this Bond in every particular without alteration or
enlargement or any change whatsoever.
Section 8. DEFINITIONS. That for all purposes of this Ordinance, the following words
shall have the following meanings, respectively:
(a) The term "Additional Bonds" means the additional parity bonds which the Issuer
reserves the right to issue under the provisions of Section 19 of this Ordinance.
(b) The term "Bonds" means the Series 2002 Bonds and any Additional Bonds at any
time outstanding.
(c) The term "Interest and Sinking Fund" means the City of Coppell, Texas Waterworks
and Sewer System Revenue Bonds Interest and Sinking Fund created and established
pursuant to Section 11 of this Ordinance.
(d) The term "Net Revenues" means all income, revenues, and receipts of every nature
derived from and received by virtue of the access, use and operation of the System
(including interest income and earnings received from the investment of moneys in
the special funds created by this Ordinance or ordinances authorizing the issuance of
Additional Bonds) after deducting and paying, and making provision for the payment
of, current expenses of maintenance and operation thereof, including all salaries,
labor, materials, repairs and extensions necessary to render efficient service;
provided, however, that only such expenses for repairs and extensions as in the
judgment of the City Council, reasonably and fairly exercised, are necessary to keep
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the System in operation and to render adequate service to the Issuer and the
inhabitants thereof, or such as might be necessary to meet some physical accident or
condition which would otherwise impair any obligations payable from the Net
Revenues of the System, shall be deducted in determining "Net Revenues"; and
provided further that the fees paid to the Issuer for access to the System shall not be
included in Net Revenues unless such fees have actually been received by the Issuer.
Contractual payments for the purchase of water or the treatment of sewage shall be a
maintenance and operating expense of the System to the extent provided in the
contract incurred therefor and as may be authorized by law. Depreciation shall never
be considered as an expense of operation and maintenance.
(e) The term "Ordinance" means this Ordinance, under which the Bonds are authorized
and under the provisions of which all Additional Bonds will be issued.
(f) The term "Reserve Fund" means the City of Coppell, Texas Waterworks and Sewer
System Revenue Bonds Reserve Fund created and established pursuant to Section 11
of this Ordinance.
(g) The term "Revenue Fund" means the City of Coppell, Texas Waterworks and Sewer
System Revenue Bonds Revenue Fund created and established pursuant to Section 11
of this Ordinance.
(h) The term "Series 2002 Bonds" means the City of Coppell, Texas Waterworks and
Sewer System Revenue Refunding, Series 2002, issued pursuant to the provisions of
this Ordinance.
(i) The term "System" means the Issuer's combined waterworks system and sewer
system, including all properties (real, personal or mixed and tangible or intangible)
owned, operated, maintained, and vested in, the Issuer for the supply, treatment and
distribution of treated water for domestic, commercial industrial and other uses and
the collection and treatment of water-carried waste, together with all future additions,
extensions, replacements and improvements thereto.
Section 9. PLEDGE. (a) That the Bonds, the Outstanding Bonds, together with any
Additional Bonds are, in all respects, on a parity and equality of lien one with the other payable from
a first and superior pledge of and lien upon the Net Revenues of the System.
(b) That the Issuer covenants and agrees that the entire Net Revenues of the System are
hereby irrevocably pledged to the payment of the Bonds and to the establishment and maintenance of
reserves therefor, if any, required by this Ordinance and any future ordinances authorizing any
Additional Bonds.
(c) That the Bonds authorized hereby are parity "Additional Bonds", as defined and
permitted in the ordinance of the City Council of the Issuer, which authorized the issuance of the
Series 1985 Bonds. Sections 10 through 29 of the Series 1985 Bond Ordinance are hereby adopted
by reference and shall be restated and be applicable to the Bonds for all purposes, except to the extent
hereinafter specifically modified and supplemented.
Section 10. RATES AND CHARGES. That, for the benefit of the original purchasers
and any and all subsequent holders of the Bonds, Outstanding Bonds, or Additional Bonds, or any
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part thereof, and in addition to all other provisions and covenants contained in this Ordinance, it is
expressly agreed that the Issuer shall, at all times while any of the Bonds, Outstanding Bonds or
Additional Bonds are outstanding and unpaid, fix and maintain rates and collect charges for the
facilities and services afforded by the System, which will provide revenues annually at least equal to
the amount required to:
(a) pay for all operation, maintenance, depreciation, replacement and betterment charges of
the System;
(b) establish and maintain the Interest and Sinking Fund and Reserve Fund requirements
contained in this Ordinance and in the ordinances relating to any Additional Bonds; and
(c) produce Net Revenues at least equal to the principal and interest requirements of the
Bonds and Outstanding Bonds from time to time outstanding.
Section 11. FUNDS. That the Issuer covenants and agrees that all revenues derived from
the operation of the System shall be kept separate from other funds of the Issuer. To that end, the
following special funds have been established and maintained in an official depository bank of the
Issuer so long as any of the Outstanding Bonds and Bonds are outstanding and unpaid, to-wit:
(a) City of Coppell, Texas Waterworks and Sewer System Revenue Fund, herein called the
"Revenue Fund";
(b) City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Interest and
Sinking Fund, herein called the "Interest and Sinking Fund";
(c) City of Coppell, Texas Waterworks and Sewer System Revenue Bonds Reserve Fund,
herein called the "Reserve Fund";
Section 12. REVENUE FUND. That the Issuer shall deposit, from day to day as
collected, all revenues of every nature derived from the operation of the System into the Revenue
Fund and the money from time to time on deposit therein shall be appropriated to the following uses
in the following order of priority, to-wit:
(a) to the payment of all necessary and reasonable expenses of operation and maintenance of
the System as said expenses are defined by law;
(b) to the "Interest and Sinking Fund" and "Reserve Fund" when and in the amounts required
by this Ordinance and for the payment of the principal of and interest on the Outstanding Bonds and
Bonds when and as due and payable and for the creation of a reserve therefor; and
(c) to any other purpose of the Issuer now or hereafter permitted by law.
Section 13. INTEREST AND SINKING FUND. (a) That promptly after the delivery of
the Bonds, the Issuer shall cause to be deposited to the credit of the Interest and Sinking Fund any
accrued interest received from the sale and delivery of the Bonds, and any such deposit shall be used
to pay part of the interest next coming due on the Bonds.
(b) That the Issuer shall transfer from the Net Revenues and deposit to the credit of the
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Interest and Sinking Fund, in addition to amounts already required for the Outstanding Bonds, the
amounts, at the times, as follows:
(1) such amounts, deposited in approximately equal monthly installments on or
before the 5th day of each month hereafter, commencing with the month during which the
Bonds are delivered, or the month thereafter if delivery is made after the 5th day thereof, as
will be sufficient, together with other mounts, if any, then on hand in the Interest and Sinking
Fund and available for such purpose, to pay interest scheduled to accrue and come due on the
next succeeding interest payment date;
(2) such amounts, deposited in approximately equal monthly installments on or
before the 5th day of each month hereafter, commencing with the month during which the
Bonds are delivered, or the month thereafter if delivery is made after the 5th day thereof, as
will be sufficient, together with other amounts, if any, then on hand in the Interest and
Sinking Fund and available for such purpose, to pay principal scheduled to accrue and come
due on the next succeeding principal payment date;
(c) That, in addition to the above requirements of this Section 13, the Issuer shall make
additional deposits into the Interest and Sinking Fund at the times and in the amounts specified in any
ordinance authorizing the issuance of Additional Bonds pursuant to this Ordinance.
(d) That the Interest and Sinking Fund shall be used solely for the purpose of paying the
principal of an interest on the Bonds as such principal matures or is earlier redeemed and as such
interest becomes due and payable.
(e) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge
of the revenues granted by the Issuer under this Section, and is therefore valid, effective, and
perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid,
the result of such amendment being that the pledge of the revenues granted by the Issuer under this
Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order
to preserve to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees
to take such measures as it determines are reasonable and necessary under Texas law to comply with
the applicable provisions of Chapter 9, Business & Commerce Code and enable a filing of a security
interest in said pledge to occur.
Section 14. RESERVE FUND. (a) The Issuer covenants and agrees that it will
continuously maintain the Reserve Fund an amount equal to not less than the average annual
principal and interest requirements on all Outstanding Bonds and Bonds from time to time
outstanding (the "Reserve Fund Requirement"), and that, upon the issuance of Additional Bonds, it
will increase, if necessary, and accumulate the amount to be deposited to the Reserve Fund in
accordance with the requirements set forth in Section 19 hereof. The Reserve Fund requirement shall
be accumulated in not more than sixty months from the date of the Bonds or the Additional Bonds, as
applicable. For so long as the funds on deposit in the Reserve Fund are equal to the Reserve Fund
Requirement, no additional deposits need to be made therein, but should the Reserve Fund at any
time contain less than the Reserve Fund Requirement, then, subject and subordinate to making the
required deposits to the credit of the Interest and Sinking Fund, the Issuer shall restore such
deficiency from the first available Net Revenues on deposit in the Revenue Fund. The money on
deposit in the Reserve Fund shall be used solely for the purpose of paying the principal of and
interest on the Bonds at any time there are not sufficient moneys on deposit in the Interest and
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Sinking Fund for such purpose.
(b) In accordance with the Ordinances that authorized the Outstanding Bonds, the amount
currently on deposit in the Reserve Fund is $__________, which amount is at least equal to the
Reserve Fund Requirement for the Outstanding Bonds. By virtue of the issuance of the Bonds, the
total amount required to be accumulated and maintained in the Reserve Fund is $__________, which
amount is hereby determined on the date of approval hereof to be the Reserve Fund Requirement for
the Outstanding Bonds and the Bonds herein authorized. The Issuer hereby covenants and agrees to
deposit, if needed, from the first available Net Revenues remaining in the Revenue Fund after the
deposits required by Section 12 hereof, such amounts as are necessary to accumulate, in not more
than sixty (60) months from the date of the Bonds, an amount equal to the Reserve Fund
Requirement for the Outstanding Bonds and the Bonds. Such additional deposits are not needed
since the Reserve Fund contains the necessary Reserve Fund Requirements.
(c) The Issuer, may, at its option, withdraw all surplus in the Reserve Fund over the Reserve
Fund Requirement and deposit the same in the Revenue Fund.
(d) For the purpose of determining compliance with the requirements of subsection (a) of
this Section, investment securities shall be valued from time to time at their cost or market value,
whichever is lower, except that any direct obligations of the United States (State or Local
Government Series) held for the benefit of the Reserve Fund in book-entry form shall be
continuously valued at their par value or face principal amount.
Section 15. PAYMENT OF BONDS. That on or before any interest payment date for the
Bonds while any of the Bonds are outstanding, the Issuer shall make available to the Paying
Agent/Registrar therefor, in funds which will be immediately available on the next succeeding
business day, out of the Interest and Sinking Fund and the Reserve Fund, if necessary, money
sufficient to pay such interest on and such principal of the Bonds as will accrue or mature, or will
become due by reason of option or mandatory redemption. The Paying Agent/Registrar shall destroy
all paid Bonds and shall furnish the Issuer with an appropriate certificate of cancellation or
destruction.
Section 16. INVESTMENT OF CERTAIN FUNDS. That money in any fund established
pursuant to this Ordinance may, at the option of the Issuer, be placed in time deposits or certificates
of deposit secured by obligations of the type hereinafter described, or may be invested, including
investments held in book-entry form, in direct obligations of the United States of America,
obligations guaranteed or insured by the United States of America, which, in the opinion of the
Attorney General of the United States, are secured by its full faith and credit or represent its general
obligations, or invested in indirect obligations of the United States of America, including, but not
limited to, evidences of indebtedness issued, insured or guaranteed by such governmental agencies as
the Federal Land Banks, Federal Intermediate Credit Banks, Banks for Cooperatives, Federal Home
Loan Banks, Government National Mortgage Association, United States Postal Service, Farmers
Home Administration, Federal Home Loan Mortgage Association, Small Business Administration,
Federal Housing Association, or Participation Certificates in the Federal Assets Financing Trust;
provided that all such deposits and investments shall be made in such manner as will permit money
required to be expended from a Fund to be available at the proper time or times for the purposes
thereof. Except as otherwise provided in Section 14 hereof, such investments shall be valued each
year in terms of current market value as of the last day of the Issuer's fiscal year. All interest and
earnings derived from deposits and investments in the Interest and Sinking Fund immediately shall
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be credited to, and any losses shall be debited to, the Interest and Sinking Fund. All such
investments shall be sold promptly, when necessary, to prevent any default in connection with the
Bonds.
Section 17. DEFICIENCIES IN FUNDS. If, at any time, the Issuer shall fail to deposit
into any fund created by this Ordinance the full amounts required hereby, the amounts equivalent to
such deficiencies shall be set apart and paid into said fund from the first available and unallocated
Net Revenues of the System, and such payments shall be in addition to the amounts otherwise
required hereby to be paid into said funds. To the extent necessary, the Issuer shall increase the rates
and charges for services of the System to make up for any such deficiencies.
Section 18. SECURITY OF FUNDS. That all funds created by this ordinance, to the
extent not invested as herein permitted, shall be secured in the manner and to the fullest extent
required by law for the security of public funds, and such funds shall be used only for the purposes
and in the manner permitted or required by this Ordinance.
Section 19. ADDITIONAL BONDS. (a) That, in addition to the right to issue bonds of
inferior lien as authorized by law, the Issuer reserves the right to issue Additional Bonds, under and
in accordance with this Section, for the purpose of improving, extending equipping and repairing the
System and for the purpose of refunding, in any lawful manner, any part or all of the Outstanding
Bonds and the Bonds then outstanding. The Additional Bonds shall be secured by and payable from
a first and superior lien on and pledge of the Net Revenues in the same manner and to the same
extent as the Outstanding Bonds and the Bonds; and the Outstanding Bonds and the Bonds, any then
outstanding Additional Bonds, and the Additional Bonds then proposed to be issued shall in all
respects be on a parity and of equal dignity as to lien and right. Additional Bonds may be issued
under this Section in one or more installments; provided, however, that none of the Additional Bonds
shall be issued unless and until the following conditions have been met, to-wit:
(i) The Issuer is not then in default as to any covenant, condition or obligation
prescribed by any ordinance authorizing the issuance of the outstanding Bonds;
(ii) Each of the special funds created for the payment and security of the Bonds
contain the amount of money then required to be on deposit therein;
(iii) The Issuer has secured from a certified public accountant a certificate showing
that the Net Earnings of the System for either the completed fiscal year next preceding the
date of the Additional Bonds or a consecutive twelve-month period out of the last fifteen
months next preceding the date of the Additional Bonds is equal to at least 1.25 times the
average annual principal and interest requirements and at least 1.10 times the maximum
annual principal and interest requirements (calculated on a fiscal year basis) of all Bonds and
Outstanding Bonds which will be outstanding after the issuance of the proposed Additional
Bonds. However, (A) should the certificate of the accountant certify that the Net Earnings of
the System for the period covered thereby were less than required above, and (B) a change in
the rates and charges for water and sewer services afforded by the System became effective
at least 60 days prior to the last day of the period covered by the accountant's certificate, and
(C) an independent engineer or engineering firm having a favorable reputation with respect to
such matters will certify that, had such change in rates and charges been effective for the
entire period covered by the accountant's certificate, the Net Earnings of the System covered
by the accountant's certificate would have been, in his or their opinion, equal to at least 1.25
times the average annual principal and interest requirements and at least 1.10 times the
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maximum annual principal and interest requirements (calculated on a fiscal year basis) of the
Bonds and Outstanding Bonds after giving effect to the issuance of the Additional Bonds,
then, in such event, the coverage specified in the first sentence of this paragraph (iii) shall not
be required for the period specified, and such accountant's certificate will be sufficient if
accompanied by an engineer's certificate to the above effect;
(iv) The ordinance authorizing the Additional Bonds (A) requires that deposits
shall be made into the Interest and Sinking Fund in amounts adequate to pay the principal and
interest requirements of the Additional Bonds as the same become due; and (B) provides that
the aggregate amount to be accumulated and maintained in the Reserve Fund shall be
increased to an amount equal to the Reserve Fund Requirement for all Bonds to be
outstanding after the issuance of said Additional Bonds. Such additional amount shall be so
accumulated in not more than sixty months from the date of the Additional Bonds; and
(v) The Additional Bonds are scheduled to mature only on September 1 or March
1, or both.
(b) The term "Net Earnings", as used in this Section, shall mean all income, receipts and
revenues derived from the access, use and operation of the System, including interest earned on
invested moneys in the special funds created herein for the payment and security of obligations
payable from the Net Revenues, after deduction of maintenance and operating expenses but not
deducting depreciation, debt service payments on Bonds and other expenditures which, under
standard accounting practice, should be classified as capital expenditures. Revenue sand receipts
resulting solely from the ownership of the System (grants, meter deposits and gifts) and interest
earned on construction funds created from Bond proceeds shall not be treated or included as income,
revenues or receipts from the operation of the System for purposes of determining "Net Earnings"
nor shall the fees paid to the Issuer for access to the System be so included unless such fees have
actually been received by the Issuer.
(c) Wherever, in this Section, the Issuer reserves the right to issue Additional Bonds, such
term shall also include, mean and refer to any other forms or types of obligations which may be made
lawfully payable from and secured by the same source of revenues of the Issuer.
(d) The Issuer covenants that, for so long as any principal or interest pertaining to any Bonds
remain outstanding and unpaid, it will not authorize or issue any further bonds of the Issuer secured
by a lien on and pledge of the revenues of the System superior or senior to the pledge and lien
created herein for the Bonds, or secured by a lien on and pledge of the revenues of the System on a
parity with the Bonds except in conformity with the provisions of this Section.
Section 20. MAINTENANCE AND OPERATION, INSURANCE. (a) That the Issuer
hereby covenants and agrees that the System shall be operated on a fiscal year basis and shall be
maintained in good condition and operated in an efficient manner and at reasonable cost. So long as
any of the Outstanding Bonds and Bonds are outstanding, the issuer agrees to maintain insurance on
the System of a kind and in amount customarily carried by municipal corporations in the State of
Texas engaged in similar type of business. Nothing in this Ordinance shall be construed as requiring
the Issuer to expend any funds which are derived from sources other than the operation of the System
but nothing herein shall be construed as preventing the Issuer from doing so.
(b) That the Issuer further covenants and agrees with the owner or owners of the Outstanding
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Bonds and Bonds from time to time, that it will maintain and operate the System with all possible
efficiency while any of the Outstanding Bonds and Bonds remain outstanding and unpaid, and that it
will faithfully and punctually perform all duties with reference to the System required by the
Constitution and laws of the State of Texas, including the making and collecting of reasonable and
sufficient rates for water and sewer services supplied by the System, and segregation and application
of the revenues of the System as required by the provisions of this Ordinance.
Section 21. RECORDS, ACCOUNTS, ACCOUNTING REPORTS. That the Issuer
hereby covenants and agrees that so long as any of the Outstanding Bonds and Bonds or any interest
thereon remain outstanding and unpaid, it will keep and maintain a proper and complete system of
records and accounts pertaining to the operation of the System and its component parts separate and
apart from all other records and accounts of the Issuer in accordance with accepted accounting
practices prescribed for municipal corporations, and complete and correct entries shall be made of all
transactions relating to the System, as provided by Chapter 1502.066, Texas Government Code. The
owner or owners of any Bonds or any duly authorized agent or agents of such holders, shall have the
right at all reasonable times to inspect all such records, accounts and data relating thereto and to
inspect the System and all properties comprising same. The Issuer further agrees that as soon as
possible following the close of each fiscal year, it will cause an audit of such books and accounts to
be made by an independent firm of certified public accountants. Each such audit, in addition to
whatever other matters may be thought proper by the account, shall particularly include the
following:
(a) A detailed statement of the income and expenditures of the components of the System
for such fiscal year;
(b) A balance sheet as of the end of such fiscal year;
(c) A detailed statement of the source and disposition of all funds of the System during
such fiscal year; and
(d) The accountant's comments regarding the manner in which the Issuer has complied
with the covenants and requirements of this Ordinance and his recommendations for
any changes or improvements in the operation, records and accounts of the System.
Expenses incurred in making the audits above referred to are to be treated as maintenance
and operating expenses of the System and paid as such. Copies of the aforesaid annual audit shall be
immediately furnished, upon written request, to the original purchasers and any subsequent holder of
the Bonds.
Section 22. FINAL DEPOSITS, GOVERNMENT OBLIGATIONS. (a) That any Bond
shall be deemed to be paid, retired, and no longer outstanding within the meaning of this Ordinance
when payment of the principal and interest thereon to its due date (whether such due date be by
reason of maturity, redemption or otherwise) either (i) shall have been made or caused to be made in
accordance with the terms thereof (including the giving of any required notice of redemption), or (ii)
shall have been provided by irrevocably depositing with, or making available to, a paying
agent/registrar therefor, in trust and irrevocably set aside exclusively for such payment, (A) money
sufficient to make such payments, or (B) Government Obligations, as hereinafter defined in this
Section, certified by an independent public accounting firm of national reputation to mature as to
principal and interest in such amounts and at such times as will insure the availability, without
reinvestment, of sufficient money to make such payment, and all necessary and proper fees,
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compensation and expenses of such paying agent/registrar pertaining to the Bonds with respect to
which such deposit is made shall have been paid or the payment thereof provided for to the
satisfaction of such paying agent/registrar. At such times as a Bond shall be deemed to be paid
hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefit of this Ordinance or
a lien on and pledge of the Net Revenues, and shall be entitled to payment solely from such money or
Government Obligations.
(b) That money so deposited with a paying agent/registrar may, at the direction of the issuer,
be invested in Government Obligations maturing in the amounts and times as hereinbefore set forth,
and all income from all Government Obligations in the hands of the paying agent/registrar pursuant
to this Section which is not required for the payment of the Bonds, and interest thereon, with respect
to which such money has been deposited, shall be delivered to the Issuer or deposited as directed by
the Issuer.
(c) That, for the purpose of this Section, the term "Government Obligations" shall mean
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, which may be United
States Treasury obligations such as its State and Local Government Series, and which may be in
book-entry form.
Section 23. REMEDIES IN EVENT OF DEFAULT. That, in addition to all the rights
and remedies provided by the laws of the State of Texas, the Issuer covenants and agrees particularly
that in the event the Issuer (a) defaults in payments to be made to the Interest and Sinking Fund or
the Reserve Fund as required by this Ordinance, or (b) defaults in the observance or performance of
any other of the covenants, conditions or obligations set forth in this Ordinance, the owner or owners
of any of the Bonds shall be entitled to a writ of mandamus issued by a court of proper jurisdiction,
compelling and requiring the Issuer and its officers to observe and perform any covenant, condition
or obligation prescribed in this Ordinance. No delay or omission to exercise any right or power
accruing upon any default shall impair any such right or power, or shall be construed to be a waiver
of any such default or acquiescence therein, and every such right and power may be exercised from
time to time and as often as may be deemed expedient. The specific remedy herein provided shall be
cumulative of all other existing remedies, and the specification of such remedy shall not be deemed
to be exclusive.
Section 24. BONDS AS SPECIAL OBLIGATIONS. That the Bonds are special
obligations of the Issuer payable solely from Net Revenues and the holders and owners thereof shall
never have the right to demand payment thereof out of any other funds of the Issuer or funds raised to
be raised by taxation.
Section 25. BONDS AS NEGOTIABLE INSTRUMENTS. That each of the Bonds shall
be deemed and construed to be an "Investment Security", and, as such, a negotiable instrument,
within the meaning of Article 8, of the Texas Uniform Commercial Code.
Section 26. ORDINANCE AS A CONTRACT. That the provisions of this Ordinance
shall constitute a contract between the issuer and the owner or owners from time to time of the Bonds
and, except as otherwise provided herein, no change, variation or alteration of any kind of the
provisions of this ordinance may be made until the Bonds are no longer outstanding.
Section 27. FURTHER COVENANTS. That the Issuer hereby further covenants and
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agrees as follows, to-wit:
(a) That it has the lawful power to pledge the Net Revenues to the payment of the Bonds and
has lawfully exercised said power under the Constitution and laws of the State of Texas; that the
Bonds and the Additional Bonds, when issued, shall be ratably secured under said pledge in such
manner that one bond shall have no preference over any other bond of said issues as hereinbefore
provided.
(b) That, other than for the payment of the Outstanding Bonds and the Bonds, the Net
Revenues of the System are not in any manner now pledged to the payment of any debt or obligation
of the Issuer or of the System, except for any debt or obligation which has a pledge of the Net
Revenues subject and subordinate to the pledge of the Net Revenues associated with the Bonds.
(c) That for so long as any of the Outstanding Bonds and Bonds or any interest thereon
remain outstanding, the issuer will not sell or encumber the physical properties of the System or any
substantial part thereof; provided, however, this covenant shall not be construed to prohibit the sale
of such machinery or other properties or equipment which has become obsolete or otherwise unsuited
to the efficient operation of the System.
(d) That no free service of the System shall be allowed, and should the Issuer or any of its
agents or instrumentalities make use of the services and facilities of the System, payment of the
reasonable value thereof shall be made by the issuer out of funds from sources other than the
revenues and income of the System.
(e) That it will comply with all of the terms and conditions of any and all franchises, permits
and authorizations applicable to or necessary with respect to the System, and which have been
obtained from any governmental agency; and the Issuer has or will obtain and keep in full force and
effect all franchises, permits, authorizations and other requirements applicable to or necessary with
respect to the acquisition, construction, equipment, operation and maintenance of the System.
(f) That it will not grant any franchise or permit the acquisition, construction or operation of
any competing facilities which might be used as a substitute for the System's facilities, and, to the
extent that it legally may, the issuer will prohibit any such competing facilities.
Section 28. REGISTERED OWNERS, NOTICES, WAIVER. (a) The Issuer, the Paying
Agent/Registrar, and any agent of either of them may treat the person in whose name any Bond is
registered as the Owner of such Bond for the purpose of receiving payment of the principal of and
interest on such Bond and for all purposes whatsoever, and to the extent permitted by law, neither the
Issuer, the Paying Agent/Registrar, nor any agent of either of them shall be affected by notice to the
contrary.
(b) Wherever this Ordinance provides for notice to the Owner of a Bond of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent
by United States mail, first class postage prepaid, to the address of such Owner as it appears in the
register kept by the Paying Agent/Registrar.
(c) In any case where notice to the Owners of the Bonds is given by mail, neither the failure
to mail such notice to any Owner of a Bond, nor any defect in any notice so mailed, shall affect the
sufficiency of such notice with respect to all other Bonds. Where this Ordinance provides for notice
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in any manner, such notice may be waived in writing by any Owner entitled to receive such notice,
either before or after the event with respect to which such notice is given, and such waiver shall be
the equivalent of such notice. Waivers of notice by Owners of the Bond shall be filed with the
Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such waiver.
Section 29. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be
deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of this
Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the
principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of
maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the
terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably
depositing with or making available to the Paying Agent/Registrar in accordance with an escrow
agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money
of the United States of America sufficient to make such payment or (2) Defeasance Securities that
mature as to principal and interest in such amounts and at such times as will insure the availability,
without reinvestment, of sufficient money to provide for such payment, and when proper
arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its
services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall
be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall
no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein
levied and pledged as provided in this Ordinance, and such principal and interest shall be payable
solely from such money or Defeasance Securities.
(b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of
the Issuer also be invested in Defeasance Securities, maturing in the amounts and times as
hereinbefore set forth, and all income from such Defeasance Securities received by the Paying
Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to
which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed
in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or
Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting
the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other
Defeasance Securities upon the satisfaction of the requirements specified in subsection 29(a)(i) or
(ii). All income from such Defeasance Securities received by the Paying Agent/Registrar which is
not required for the payment of the Defeased Bonds, with respect to which such money has been so
deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer.
(c) The term "Defeasance Securities" means (i) direct, noncallable obligations of the United
States of America, including obligations that are unconditionally guaranteed by the United States of
America., (ii) noncallable obligations of an agency or instrumentality of the United States of
America, including obligations that are unconditionally guaranteed or insured by the agency or
instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a
nationally recognized investment rating firm not less than AAA or its equivalent, and (iii)
noncallable obligations of a state or an agency or a county, municipality, or other political
subdivision of a state that have been refunded and that, on the date the governing body of the Issuer
adopts or approves the proceedings authorizing the financial arrangements are rated as to investment
quality by a nationally recognized investment rating firm not less than AAA or its equivalent.
(d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar
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shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they
had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such
services as required by this Ordinance.
(e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds
of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds
by such random method as it deems fair and appropriate.
Section 30. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS.
(a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen, or
destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new bond
of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or
destroyed Bond, in replacement for such Bond in the manner hereinafter provided.
(b) Application for Replacement Bonds. Application for replacement of damaged,
mutilated, lost, stolen, or destroyed Bonds shall be made by the registered owner thereof to the
Paying Agent/Registrar. In every case of loss, theft, or destruction of a Bond, the registered owner
applying for a replacement bond shall furnish to the Issuer and to the Paying Agent/Registrar such
security or indemnity as may be required by them to save each of them harmless from any loss or
damage with respect thereto. Also, in every case of loss, theft, or destruction of a Bond, the
registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their
satisfaction of the loss, theft, or destruction of such Bond, as the case may be. In every case of
damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar
for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the
event any such Bond shall have matured, and no default has occurred which is then continuing in the
payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may
authorize the payment of the same (without surrender thereof except in the case of a damaged or
mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished
as above provided in this Section.
(d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement bond,
the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing,
and other expenses in connection therewith. Every replacement bond issued pursuant to the
provisions of this Section by virtue of the fact that any Bond is lost, stolen, or destroyed shall
constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Bond
shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this
Ordinance equally and proportionately with any and all other Bonds duly issued under this
Ordinance.
(e) Authority for Issuing Replacement Bonds. In accordance with Chapter 1207, this Section
30 of this Ordinance shall constitute authority for the issuance of any such replacement bond without
necessity of further action by the governing body of the Issuer or any other body or person, and the
duty of the replacement of such bonds is hereby authorized and imposed upon the Paying
Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the
form and manner and with the effect, as provided in Section 6(d) of this Ordinance for Bonds issued
in conversion and exchange for other Bonds.
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Section 31. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF
OBTAINED. The Mayor of the Issuer is hereby authorized to have control of the Initial Bond issued
hereunder and all necessary records and proceedings pertaining to the Initial Bond pending its
delivery and its investigation, examination, and approval by the Attorney General of the State of
Texas, and its registration by the Comptroller of Public Accounts of the State of Texas. Upon
registration of the Initial Bond said Comptroller of Public Accounts (or a deputy designated in
writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate on
the Initial Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on the
Initial Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP
numbers may, at the option of the Issuer, be printed on the Initial Bond or on any Bonds issued and
delivered in conversion of and exchange or replacement of any Bond, but neither shall have any legal
effect, and shall be solely for the convenience and information of the registered owners of the Bonds.
In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by
the insurer.
Section 32. COVENANTS REGARDING TAX EXEMPTION. The Issuer covenants to
refrain from taking any action which would adversely affect, and to take any required action to
ensure, the treatment of the Bonds as obligations described in Section 103 of the Internal Revenue
Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income"
of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as
follows:
(a) to take any action to assure that no more than 10 percent of the proceeds of the Bonds or
the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any
"private business use," as defined in Section 141(b)(6) of the Code or, if more than 10 percent of the
proceeds or the projects financed therewith are so used, such amounts, whether or not received by the
Issuer, with respect to such private business use, do not, under the terms of this Ordinance, or any
underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10
percent of the debt service on the Bonds, in contravention of Section 141(b)(2) of the Code;
(b) to take any action to assure that in the event that the "private business use" described in
Subsection (a) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed
therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent
is used for a "private business use" which is "related" and not "disproportionate," within the meaning
of Section 141(b)(3) of the Code, to the governmental use;
(c) to take any action to assure that no amount which is greater than the lesser of $5,000,000,
or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is
directly or indirectly used to finance loans to persons, other than state or local governmental units, in
contravention of Section 141(c) of the Code;
(d) to refrain from taking any action which would otherwise result in the Bonds being treated
as "private activity bonds" within the meaning of Section 141(b) of the Code;
(e) to refrain from taking any action that would result in the Bonds being "federally
guaranteed" within the meaning of Section 149(b) of the Code;
(f) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to
30
acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as
defined in Section 148(b)(2) of the Code) which produces a materially higher yield over the term of
the Bonds, other than investment property acquired with --
(1) proceeds of the Bonds invested for a reasonable temporary period of 3 years or
less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are
needed for the purpose for which the Bonds are issued,
(2) amounts invested in a bona fide debt service fund, within the meaning of Section
1.148-1(b) of the Treasury Regulations, and
(3) amounts deposited in any reasonably required reserve or replacement fund to the
extent such amounts do not exceed 10 percent of the proceeds of the Bonds;
(g) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds
of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements
of Section 148 of the Code (relating to arbitrage) and, to the extent applicable, Section 149(d) of the
Code (relating to advance refundings); and
(h) to pay to the United States of America at least once during each five-year period
(beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the
"Excess Earnings," within the meaning of Section 148(f) of the Code and to pay to the United States
of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount
then required to be paid as a result of Excess Earnings under Section 148(f) of the Code.
The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in
the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and
proceeds of the refunded bonds expended prior to the date of issuance of the Bonds. It is the
understanding of the Issuer that the covenants contained herein are intended to assure compliance
with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury
pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or
expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply
with any covenant contained herein to the extent that such failure to comply, in the opinion of
nationally-recognized bond counsel, will not adversely affect the exemption from federal income
taxation of interest on the Bonds under Section 103 of the Code. In the event that regulations or
rulings are hereafter promulgated which impose additional requirements which are applicable to the
Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the
opinion of nationally-recognized bond counsel, to preserve the exemption from federal income
taxation of interest on the Bonds under Section 103 of the Code. In furtherance of such intention, the
Issuer hereby authorizes and directs the Mayor of the Issuer to execute any documents, certificates or
reports required by the Code and to make such elections, on behalf of the Issuer, which may be
permitted by the Code as are consistent with the purpose for the issuance of the Bonds.
In order to facilitate compliance with the above covenant (h), a "Rebate Fund" is hereby
established by the Issuer for the sole benefit of the United States of America, and such Fund shall not
be subject to the claim of any other person, including without limitation the bondholders. The
Rebate Fund is established for the additional purpose of compliance with Section 148 of the Code.
Section 33. CONTINUING DISCLOSURE. (a) Annual Reports. (i) The Issuer shall
31
provide annually to each NRMSIR and any SID, within four months after the end of each fiscal year
ending in or after 2002, financial information and operating data with respect to the Issuer of the
general type included in the final Official Statement authorized by Section 34 of this Ordinance,
being the information described in Exhibit A. Any financial statements so to be provided shall be
prepared in accordance with the accounting principles described in Exhibit A thereto, or such other
accounting principles as the Issuer may be required to employ from time to time pursuant to state law
or regulation, and audited, if the Issuer commissions an audit of such statements and the audit is
completed within the period during which they must be provided. If the audit of such financial
statements is not complete within such period, then the Issuer shall provide unaudited financial
statements by the required time and audited financial statements for the applicable fiscal year to each
NRMSIR and any SID, when and if the audit report on such statements become available.
(ii) If the Issuer changes its fiscal year, it will notify each NRMSIR and any SID of the
change (and of the date of the new fiscal year end) prior to the next date by which the Issuer
otherwise would be required to provide financial information and operating data pursuant to this
Section. The financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any document
(including an official statement or other offering document, if it is available from the MSRB) that
theretofore has been provided to each NRMSIR and any SID or filed with the SEC.
(b) Material Event Notices. The Issuer shall notify any SID and either each NRMSIR or
the MSRB, in a timely manner, of any of the following events with respect to the Bonds, if such
event is material within the meaning of the federal securities laws:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the Bonds;
7. Modifications to rights of holders of the Bonds;
8. Bond calls;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the Bonds; and
11. Rating changes.
The Issuer shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any
failure by the Issuer to provide financial information or operating data in accordance with subsection
(a) of this Section by the time required by such subsection.
(c) Limitations, Disclaimers, and Amendments. (i) The Issuer shall be obligated to observe
and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer
remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that
the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or
applicable law that causes Bonds no longer to be outstanding.
(ii) The provisions of this Section are for the sole benefit of the holders and beneficial
owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any
legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to
32
provide only the financial information, operating data, financial statements, and notices which it has
expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any
other information that may be relevant or material to a complete presentation of the Issuer's financial
results, condition, or prospects or hereby undertake to update any information provided in accordance
with this Section or otherwise, except as expressly provided herein. The Issuer does not make any
representation or warranty concerning such information or its usefulness to a decision to invest in or
sell Bonds at any future date.
(iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE
HOLDER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN
CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY
BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART,
OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF
ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH
BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC
PERFORMANCE.
(iv) No default by the Issuer in observing or performing its obligations under this Section
shall comprise a breach of or default under the Ordinance for purposes of any other provision of this
Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the
duties of the Issuer under federal and state securities laws.
(v) The provisions of this Section may be amended by the Issuer from time to time to adapt
to changed circumstances that arise from a change in legal requirements, a change in law, or a change
in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this
Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the
primary offering of the Bonds in compliance with the Rule, taking into account any amendments or
interpretations of the Rule since such offering as well as such changed circumstances and (2) either
(a) the holders of a majority in aggregate principal amount (or any greater amount required by any
other provision of this Ordinance that authorizes such an amendment) of the Outstanding Bonds
consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as bond counsel)
determined that such amendment will not materially impair the interest of the holders and beneficial
owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any
amended financial information or operating data next provided in accordance with subsection (a) of
this Section an explanation, in narrative form, of the reason for the amendment and of the impact of
any change in the type of financial information or operating data so provided. The Issuer may also
amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals
the applicable provision of the Rule or a court of final jurisdiction enters judgment that such
provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence
would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering
of the Bonds.
(d) Definitions. As used in this Section, the following terms have the meanings ascribed to
such terms below:
"MSRB" means the Municipal Securities Rulemaking Board.
"NRMSIR" means each person whom the SEC or its staff has determined to be a nationally
recognized municipal securities information repository within the meaning of the Rule from
33
time to time.
"Rule" means SEC Rule 15c2-12, as amended from time to time.
"SEC" means the United States Securities and Exchange Commission.
"SID" means any person designated by the State of Texas or an authorized department,
officer, or agency thereof as, and determined by the SEC or its staff to be, a state information
depository within the meaning of the Rule from time to time.
Section 34. SALE OF INITIAL BOND. The Initial Bond is hereby sold and shall be
delivered to RBC DAIN RAUSCHER, INC. (the "Underwriter") for cash for the price of
$__________ thereof and accrued interest (accrued interest to be deposited into the Interest and
Sinking Fund) thereon to date of delivery, (such price includes a discount to the Underwriter of
$__________, and an original issue discount to the Underwriter of $__________ pursuant to the
terms and provisions of a Purchase Contract with the Underwriter. It is hereby officially found,
determined, and declared that the Initial Bond has been sold pursuant to the terms and provisions of a
Purchase Contract in substantially the form attached hereto as Exhibit B, which the Mayor of the
Issuer is hereby authorized and directed to execute and deliver and which the City Secretary of the
issuer is hereby authorized and directed to attest. It is hereby officially found, determined, and
declared that the terms of this sale are the most advantageous reasonably obtainable. The Initial
Bond shall be registered in the name of Southwest Securities, Inc.
Section 35. INTEREST EARNINGS ON BOND PROCEEDS. The earnings derived
from the investment of proceeds from the sale of the Bonds shall be used along with other Bonds
proceeds as described in Section 1 hereof; provided that after completion of such project, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that interest earnings on the Bonds proceeds which
are required to be rebated to the United States of America pursuant to Section 13 hereof in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purpose of this Section
Section 36. APPROVAL OF OFFICIAL STATEMENT. The Issuer hereby approves the
form and content of the Official Statement relating to the Bonds and any addenda, supplement or
amendment thereto, and approves the distribution of such Official Statement in the reoffering of the
Bonds by the Underwriter in final form, with such changes therein or additions thereto as the officer
executing the same may deem advisable, such determination to be conclusively evidenced by his
execution thereof. The Preliminary Official Statement, dated April 5, 2002, is hereby approved and
deemed final as of its date, as required by SEC Rule 15-2-12, and the distribution and use of the
Preliminary Official Statement prior to the date hereof is hereby ratified and confirmed.
Section 37. APPROVAL OF ESCROW AGREEMENT AND TRANSFER OF FUNDS.
The Mayor of the Issuer is hereby authorized and directed to execute and deliver and the City
Secretary of the Issuer is hereby authorized and directed to attest an Escrow Agreement in
substantially the form attached hereto as Exhibit C. In Addition, the Mayor is authorized to execute
such subscription for the purchase of U. S. Treasury Securities, State and Local Government Series,
or the purchase of direct obligations of the United States of America as may be necessary for the
Escrow Fund, and to authorize such contributions as may be necessary for the Escrow Fund.
34
Section 38. NOTICE OF REDEMPTION. That there is attached to this Ordinance, as
Exhibit D, and made a part hereof for all purposes, a notice of prior redemption for the Refunded
Bonds to be redeemed prior to stated maturity, and such Refunded Bonds described in said notice of
prior redemption are hereby called for redemption and shall be redeemed prior to maturity on the
date, place, and at the price as set forth therein.
Section 39. NOTICE TO PAYING AGENT/REGISTRAR AND PUBLICATION. The
Refunded Bonds described in Exhibit D attached hereto are so called for redemption, and JPMorgan
Chase Bank, Dallas, Texas is hereby directed to make appropriate arrangements so that such
Refunded Bonds may be redeemed at said banks on the redemption date. A copy of such Notice of
Redemption shall be delivered to the Paying Agent/Registrar so mentioned, and published in the
Texas Bond Reporter.
Section 40. INTEREST EARNINGS ON BOND PROCEEDS. The earnings derived
from the investment of proceeds from the sale of the Bonds shall be used along with other Bonds
proceeds as described in Section 1 hereof; provided that after completion of such project, if any of
such interest earnings remain on hand, such interest earnings shall be deposited in the Interest and
Sinking Fund. It is further provided, however, that interest earnings on the Bonds proceeds which
are required to be rebated to the United States of America pursuant to Section 12 hereof in order to
prevent the Bonds from being arbitrage bonds shall be so rebated and not considered as interest
earnings for the purpose of this Section.
Section 41. REASONS FOR REFUNDING. The Issuer deems it advisable to issue the
refunding bonds in order to achieve a gross service savings of approximately $__________ and a
present value savings of approximately $__________.
Section 42. PUBLIC NOTICE. It is hereby officially found and determined that public
notice of the time, place and purpose of said meeting was given, all as required by Chapter 551,
Texas Government Code.
Section 43. INSURANCE. The Issuer approves the insurance of the Bonds by
______________________________ and the payment of such premium and covenant to comply
with all of the terms of the insurance commitment, a copy of which is attached hereto as Exhibit E
and is hereby adopted by this Ordinance.
--------------
35
APPROVED this the 9th day of July, 2002.
Mayor
City Secretary
APPROVED AS TO FORM:
City Attorney
36
EXHIBIT A
DESCRIPTION OF ANNUAL FINANCIAL INFORMATION
The following information is referred to in Section 33 of this Ordinance.
I. Annual Financial Statements and Operating Data
The financial information and operating data with respect to the Issuer to be provided
annually in accordance with such Section are as specified (and included in the Appendix or under the
headings of the Official Statement and Tables referred to) below:
Tables 1 through 11 and in Appendix B
Accounting Principles
The accounting principles referred to in such Section are the accounting principles described
in the notes to the financial statements referred to in paragraph 1 above.
37
EXHIBIT B
PURCHASE CONTRACT
The Purchase Contract has been omitted at this point as it appears in executed form
elsewhere in this transcript.
38
EXHIBIT C
ESCROW AGREEMENT
The Escrow Agreement has been omitted at this point as it appears in executed form
elsewhere in this transcript.
39
EXHIBIT D
NOTICE OF REDEMPTION
CUSIP NUMBER:
NOTICE IS HEREBY GIVEN that the City of Coppell, Texas has called for redemption the
outstanding Bonds of the City described as follows:
CITY OF COPPELL, TEXAS Waterworks and Sewer System Revenue Refunding Bonds,
Series 1991, dated January 1, 1991, maturing September 1, 2003 through September 1, 2006,
in the principal amount of $3,630,000, to call date of the Bonds so called for redemption at
JPMorgan Chase Bank, Dallas, Texas. Call date: August 14, 2002.
On August 14, 2002, interest on the Bonds shall cease to accrue and be payable.
THE BONDS shall be redeemed in whole at JPMorgan Chase Bank, Dallas, Texas, as the Paying
Agent/Registrar for said Bonds. Upon presentation of the Bonds at the Paying Agent/Registrar on the
aforementioned redemption date, the holder thereof shall be entitled to receive the redemption price equal to
par and accrued interest to the redemption date.
NOTICE IS FURTHER GIVEN that due and proper arrangements have been made for providing the
place of payment of the Bonds called for redemption with funds sufficient to pay the principal amount of the
Bonds and the interest thereon to the redemption date. In the event the Bonds or any of them are not presented
for redemption by the respective date fixed for their redemption, they shall not thereafter bear interest.
UNDER THE PROVISIONS of the Economic Growth and Tax Relief Reconciliation Act of 2001 (the
"Act"), paying agents making payments of interest and principal on municipal securities may be obligated to
withhold 30% tax from remittance to individuals who have failed to furnish the paying agent with a valid
taxpayer identification number. Registered holders who wish to avoid the imposition of the tax should submit
certified taxpayer identification numbers (via form W-9) when presenting the Bonds for payment.
THIS NOTICE is issued and given pursuant to the redemption provisions in the proceedings
authorizing the issuance of the Bond and in accordance with the recitals and provisions of each of the Bonds,
respectively.
NOTICE IS FURTHER GIVEN that the Bonds should be submitted to either of the following
addresses:
By Mail
JPMorgan Chase Bank
c/o Institutional Trust Services
P. O. Box 2320
Dallas, Texas 75221-2320
Overnight or Courier
JPMorgan Chase Bank
c/o Institutional Trust Services
2001 Bryan Street, 9th Floor
Dallas, Texas 75201
Hand Delivery
JPMorgan Chase Bank
Room 234 - North Building
Institutional Trust Service Window
55 Water Street
New York, New York 10041
Candy Sheehan, Mayor
City of Coppell
40
EXHIBIT E
INSURANCE COMMITMENT
The Insurance Commitment has omitted at this point, as it appears elsewhere in the transcript.
AGE N DA R E QU E S T FO R M
ITEM # 12 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider approval of the Northlake 635 Business Park, Lot 1, Block D, Site Plan Amendment, to allow the
construction of 40 carports over existing parking and 100 additional parking spaces, located at 1234
Lakeshore Drive.
SUBMITTED BY: Gary L. Sieb
TITLE: Director of Planning and Community Services
STAFF COMMENTS:
Date of P&Z Meeting: June 20, 2002
Decision of P&Z Commission: Approved (6-0) with Commissioners McCaffrey, Clark, Kittrell,
McGahey, Halsey and Dragon voting in favor. None opposed.
Approval is recommended, subject to the following conditions:
1) Revise Landscape Requirements Table to indicate that the Interior Landscaping is
based on the amount of pavement (30,736-sq. ft.) and not the entire parking lot
area (40,955-sq. ft.). (CONDITION MET)
2) Revise Landscape Requirements Table to indicate that the required size of parking
islands is 9’ x 19’, not 9’ x 18’. (CONDITION MET)
Staff recommends approval.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form – Revised 5/00
@1NL635BP Lot 1, Block D SPA1-Agenda Request
Item # 6
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
CASE: Northlake 635 Business Park
Lot 1, Block D
Site Plan Amendment
P & Z HEARING DATE: June 20, 2002
C.C. HEARING DATE: July 9, 2002
STAFF REP.: Andrea Roy, City Planner
LOCATION: 1234 Lakeshore Drive.
SIZE OF AREA: 32.83 acres of property.
Phase I (2 Bldgs. Totaling 240,800 –sq. ft.) 19.15 acres
Phase II (Undeveloped) 13.68 acres
CURRENT ZONING: LI (Light Industrial)
REQUEST: To allow 40 carports over existing parking spaces and 100 additional
parking spaces.
APPLICANT: Owner: Architect:
Jim Gaspard O’Brien & Associates
Transwestern Comm. Svcs. 5310 Harvest Hill Rd.
5001 Spring Valley Rd., Ste. 600W Suite 136
Dallas, TX 75244 Dallas, TX 75230
(972) 774-2544 (972) 788-1010
FAX: 972-991-4247 FAX: 972-788-4828
HISTORY: A preliminary plat for the entire Northlake 635 Business Park was approved
by the Planning & Zoning Commission in 1984, and the road system of this
business park received Final Plat approval on January 22, 1985. A
preliminary plat for this site (also known as the Vari-Lite site) was approved
by City Council on January 9, 1996, and the Planning & Zoning Commission
Item # 6
was designated as the final approval authority on the Final Plat. Approval
was granted on January 18, 1996; however, this development was never
constructed. On April 13, 1999, Council approved a site plan and replat to
allow the development of two office and warehouse buildings totaling
240,800-square feet. Since that time, minor site revisions have been made
and approved administratively.
TRANSPORTATION:Belt Line Road is an existing 6-lane divided major arterial in a 120’ wide
right-of-way. Lakeshore Drive is an existing C2U, two-lane
undivided road built in a 60’-wide right-of-way.
SURROUNDING LAND USE & ZONING:
North- Industrial development; LI (Light Industrial)
South- Industrial development; LI (Light Industrial)
East- North Lake; City of Dallas
West- Industrial development; LI (Light Industrial)
COMPREHENSIVE PLAN: The Comprehensive Plan shows the property as suitable for
industrial/showroom uses.
DISCUSSION: The applicant is proposing to construct an additional 100 parking spaces
and covered parking over 40 existing parking spaces. Site modifications
are needed to accommodate future tenants -- Kraft Foods and Pulte
Homes. The subject project was designed as a two-phase development;
Phase I has been completed and contains the two existing buildings
measuring 240,800-sq. ft., while Phase II, on the southern portion of the
site, remains undeveloped at this time.
100 Additional Parking Spaces
The 100 additional parking spaces will be located just inside Phase II of
the project. The 40,955 square-foot portion of the undeveloped Phase II is
proposed to contain 100 parking spaces and 12 landscape islands with
trees. This parking area complies with all parking lot and landscape
requirements.
In conjunction with the development of Phase I, the developer provided all
perimeter landscaping at the property lines for both Phases I and II.
Therefore, berming and trees along all property lines surrounding the
parking area is in place. Additionally, there are some existing trees
located within Phase II, which will aid in further screening the additional
parking until the development of Phase II.
Item # 6
Covered Parking
The proposed covered parking will cover 40 existing parking spaces
located between the two existing buildings, serving the westernmost
building. The covered parking structures will measure approximately
10.5’ high, with limited visibility from Denton Tap Road. The parking
structure columns will be concrete to match the 100% masonry buildings.
The columns and supports will be painted light gray and the metal canopy
will be painted charcoal or ash gray. Additionally, the structures will not
interfere with the existing trees located in the landscape islands among
these 40 parking spaces.
There are some minor drafting omissions/errors, which staff has requested
that the applicant remedy prior to City Council review, but these do not
impact the compliance of this plan.
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of the site plan amendment for Northlake 635
Business Park, Lot 1, Block D, subject to the following conditions:
1) Revise Landscape Requirements Table to indicate that the Interior
Landscaping is based on the amount of pavement (30,736-sq. ft.) and not the
entire parking lot area (40,955-sq. ft.).
2) Revise Landscape Requirements Table to indicate that the required size of
parking islands is 9’ x 19’, not 9’ x 18’.
ALTERNATIVES:
1) Recommend approval of the request.
2) Recommend disapproval of the request
3) Recommend modification of the request
4) Take under advisement for reconsideration at a later date.
ATTACHMENTS:
1) Color Rendering of Covered Parking Structure
2) Site Plan
3) Landscape Plan (w/ Covered Parking Elevation inset)
AGE N DA R E QU E S T FO R M
ITEM # 13 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
PUBLIC HEARING:
Consider approval of text amendments to Chapter 12, Zoning, of the Code of Ordinances, Sections 12-42-1,
12-31-6, 12-25-1 and 12-26-1 to provide for a definition, parking requirements and districts permitted for an
unlisted use of a technology equipment facility.
SUBMITTED BY: Gary L. Sieb
TITLE: Director of Planning and Community Services
STAFF COMMENTS:
Date of P&Z Meeting: June 20, 2002
Decision of P&Z Commission: Approved (6-0) with Commissioners McCaffrey, Clark, Kittrell,
McGahey, Halsey and Dragon voting in favor. None opposed.
Approval is recommended, clarifying that fuel storage be an accessory use to generators. The last sentence of
Section 12-42.1 Definitions shall read as follows:
Ancillary uses may include an office for personnel, conference room, back-up power
generators, and fuel storage, which shall only be permitted as an accessory use to the
back-up power generators.
Staff recommends approval.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form – Revised 5/00
@2ZOtxt amend re Tech. Equip. facilities1-Agenda Request
Item # 7
Page 1 of 2
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
CASE: Text Amendments to Chapter 12, Zoning, of the Code of
Ordinances, Sections 12-42-1, 12-31-6, 12-25-1 &
12-26-1 regarding technology equipment facilities
P & Z HEARING DATE: June 20, 2002
C.C. HEARING DATE: July 9, 2002
STAFF REP.: Marcie Diamond, Assistant Planning Director
DISCUSSION: In response to current and future trends in technology, per
Article 38 of the Zoning Ordinance, CLASSIFICATION OF
NEW AND UNLISTED USES, a Technology Equipment
Facility is being recommended as a new listed use. Recently
there were several inquiries to the Planning Department for
uses similar to PSInet to be located in our industrial
districts. The characteristics of this use are somewhat
unique and do not fit into any existing use description.
Specifically, a majority of the building would be occupied
by computers and high technology equipment and would
have a very low employment density. This type of use
could have a positive fiscal impact on the City, as well as
being a clean, very low impact use (traffic, noise, etc.) in
our industrial districts and, therefore, should be recognized.
The following provides for a definition of this use, districts
permitted and parking requirements.
Section 12-42.1 Definitions.
ADD:
Technology Equipment Facility: a structure that is occupied
by telecommunication, computer and similar high
technology equipment that provides electronic data
switching, transmission, routing or other telecommunication
functions between computers. Ancillary uses may include an
office for personnel, conference room, back-up power
generators, and fuel storage.
Item # 7
Page 2 of 2
Section 12-31-6. Parking Requirements based on Use.
ADD:
36. Technology Equipment Facility: One space per 2,500-
square feet of gross floor area devoted to technology or
computer equipment, plus additional parking as required in
Section 12-31 for all accessory uses, such as office, meeting
or technical workspace.
Section 12-25-1 Use Regulations in the Light Industrial
District
ADD:
21. Technology Equipment Facility
Section 12-26-1 Use Regulations in the Heavy Industrial
District
ADD:
3. Technology Equipment Facility
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of text amendments to Chapter 12, Zoning,
of the Code of Ordinances, Sections 12-42-1, 12-31-6, 12-25-1 & 12-26-1
regarding technology equipment facilities.
ALTERNATIVES:
1) Recommend approval of the request.
2) Recommend disapproval of the request
3) Recommend modification of the request
4) Take under advisement for reconsideration at a later date.
AGE N DA R E QU E S T FO R M
ITEM # 14 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
PUBLIC HEARING:
Consider approval of text amendments to Chapter 12, Zoning, of the Code of Ordinances, Sections 12-23-0,
12-23-7 and 12-30-10 to delete Open Storage as a use permitted by Special Use Permit in C (Commercial)
districts.
SUBMITTED BY: Gary L. Sieb
TITLE: Director of Planning and Community Services
STAFF COMMENTS:
Date of P&Z Meeting: June 20, 2002
Decision of P&Z Commission: Approved (6-0) with Commissioners McCaffrey, Clark, Kittrell,
McGahey, Halsey and Dragon voting in favor. None opposed.
Approval is recommended.
Staff recommends approval.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form – Revised 5/00
@3ZOtxt amends re Comm. Open Storage1-Agenda Request
Item # 8
Page 1 of 2
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
CASE: Text Amendments to Chapter 12, Zoning, of the Code of
Ordinances, Sections 12-23-0, 12-23-7 & 12-30-10
regarding the deletion of open storage as permitted in
Commercial districts by SUP
P & Z HEARING DATE: June 20, 2002
C.C. HEARING DATE: July 9, 2002
STAFF REP.: Marcie Diamond, Assistant Planning Director
DISCUSSION: Open Storage, as defined in the Zoning Ordinance, is a
permitted use by right in the Industrial districts, and by
Special Use Permit in the Commercial districts, subject to
certain area and location requirements. While this may be
an appropriate accessory use in the industrial districts, if
properly screened, it could potentially be detrimental in
commercial districts. This is especially pertinent given that a
majority of the existing commercial zoning districts are
located adjacent to residential areas that are also in Primary
Image Zones, including Denton Tap and Sandy Lake Roads
and MacArthur Boulevard. The characteristics of the
existing and proposed developments in the existing
commercial districts are retail and office in nature, and
allowing 20% of a lot to be devoted to open storage, even
when limited to the rear two-thirds, could negatively impact
abutting properties. This amendment would also serve to
limit some of the uses currently permitted by this district to
be indoors only. The purpose of this text amendment is to
delete open storage as a potential use in the commercial
districts.
To delete open storage the Commercial districts, the
following amendments are recommended:
Article 23. "C" Commercial District Regulations be
amended as follows:
AMEND:
Sec. 12-23-0. General purpose and description.
The "C" commercial district is intended predominately for
commercial activities of a service nature. which typically
Item # 8
Page 2 of 2
have operating characteristics (limited outside or open
storage) or traffic service requirements generally
incompatible with office, retail shopping and residential
environments.
DELETE:
Sec. 12-23-7. Open storage.
Areas used for open storage shall not exceed 20 percent of
the lot area and shall be confined to the rear two-thirds of
the lot. Areas used for open storage shall be screened
according to subsection 12-33-1 5.
Sec. 12-30-10, “C” Commercial District (uses requiring
SUP’s)
DELETE:
30. Open Storage
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of Sections 12-23-0, 12-23-7 & 12-30-10
regarding the deletion of open storage as a use permitted by SUP in commercial districts.
ALTERNATIVES:
1) Recommend approval of the request.
2) Recommend disapproval of the request
3) Recommend modification of the request
4) Take under advisement for reconsideration at a later date.
AGE N DA R E QU E S T FO R M
ITEM # 15 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
PUBLIC HEARING:
Consider approval of text amendment to Chapter 12, Zoning of the Code of Ordinance, Section 12-34-8.(B)3.
to clarify that landscape islands and trees are not required within truck courts.
SUBMITTED BY: Gary L. Sieb
TITLE: Director of Planning and Community Services
STAFF COMMENTS:
Date of P&Z Meeting: June 20, 2002
Decision of P&Z Commission: Approved (6-0) with Commissioners McCaffrey, Clark, Kittrell,
McGahey, Halsey and Dragon voting in favor. None opposed.
Approval is recommended.
Staff recommends approval.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form – Revised 5/00
@4ZOtxt amend re truck court LS1-Agenda Request
Item # 9
Page 1 of 2
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
CASE: Text Amendments to Chapter 12, Zoning,
of the Code of Ordinances,
Section 12-34-8.(B)3 regarding landscaping within truck courts
P & Z HEARING DATE: June 20, 2002
C.C. HEARING DATE: July 9, 2002
STAFF REP.: Marcie Diamond, Assistant Planning Director
DISCUSSION: Per current interpretation of Section 12-34-8(B) of the Landscape
Ordinance, 150 square-foot landscape islands and trees have been required
to be installed adjacent to large industrial buildings within the truck
courts. From a practical standpoint, these trees and the small amount of
landscaping provide minimal shade and relief in the massive amount of
concrete required to accommodate the parking and maneuvering of semi-
trucks. Further, truck courts are required to be screened from public view;
therefore, these few trees may only benefit the truck drivers. In reality,
the truck drivers find these trees a hindrance to the maneuverability of the
trucks (something else to hit). In discussions with various industrial
developers and consultants in this area, this requirement was brought to
the staff’s attention as an issue in terms of its rationale, as well as the
long- term viability of the trees.
Therefore, the following amendments are being recommended:
Sec. 12-34-8. Minimum requirements for off-street parking and
vehicular use areas.
(B) Interior landscaping. A minimum of 10 percent of
the gross non-exempt area utilized for off-street
parking and loading shall be devoted to living
landscaping which includes grass, ground cover,
plants, shrubs and trees. Gross area is to be measured
from the edge of the parking, loading and/or
driveway pavement and shall include all adjacent
sidewalks. In addition:
Item # 9
Page 2 of 2
3. Exclusive of pavement that is exempt from the
requirements of this section and truck courts,
interior areas of parking pavement shall
contain planting islands. The total number of
planting islands shall be an amount which is no
less than 12 percent of the total number of non-
exempt parking spaces…….
The effect of this amendment will not reduce the amount of area devoted to landscaping
or the number of trees, it simply eliminates the stand-alone trees in the truck courts.
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of the text amendment to Section 12-34-8.(B)3
regarding landscaping within truck courts
ALTERNATIVES:
1) Recommend approval of the request.
2) Recommend disapproval of the request
3) Recommend modification of the request
4) Take under advisement for reconsideration at a later date.
AGE N DA R E QU E S T FO R M
ITEM # 16 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider approval of an amendment to City Ordinance Chapter 9, Section 9-11-3(P) to provide appropriate
times for the closing of specified city parks (Andrew Brown Jr. Community Park (East, West and Central),
MacArthur Park, Moore Road Park, Wagon Wheel Park and the Carter Crowley Practice Facility) for public
use; providing a repealing clause; providing a severability clause; and providing for an effective date; and
authorizing the Mayor to sign.
SUBMITTED BY: Gar y D. Sims
TITLE: Director of Parks and Leisure Ser vices
STAFF COMMENTS:
This amendment to City Ordinance 9-11-3(P) is basically a house keeping amendment to include
authorization for operating hours of 6:30 a.m. until 11:30 p.m. daily for the following athletic facilities:
a. Andrew Brown Jr. Community Park Central
b. Wagon Wheel Park
c. Moore Road Park
d. Carter Crowley Practice Facility
e. MacArthur Park (due to a separate agreement with the Church of the Apostles, there are
additional operational limitations on this park)
As you are aware, each of these facilities has lighted game and/or practice fields. Currently, Andrew Brown
Jr. Community Park East and West have this authorization All other park facilities will be continue to be
closed from sunset to 6:30 a.m. the following day. This is an operations issue and therefore does not require a
recommendation from the Parks and Recreation Board.
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: ^Park Closing Hours Ordinance
1 48682
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS,
AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER
9, SECTION 9-11-3(P) TO PROVIDE APPROPRIATE TIMES FOR
CLOSING OF SPECIFIED CITY PARKS FOR PUBLIC USE;
PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY
CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, currently Section 9-11-3(P) provides the hours of closing Andrew Brown,
Jr. Community Park (east and west) for public use; and
WHEREAS, the City of Coppell now has several facilities which have been constructed
for the purpose of organized sports and are lighted for night use; and
WHEREAS, the City Council has been determined that Section 9-11-3(P) should be
updated and amended to provide for all facilities wherein this provision applies;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS;
SECTION 1. That the City of Coppell Code of Ordinances, be, and the same is, hereby
amended by amending the Section 9-11-3, by amending Subsection (P) to provide the
appropriate closing hours for public use of Park facilities, which shall read as follows:
" Sec. 9-11-3. General regulations.
Within the limits f any park, it shall be unlawful for any person or persons to
do any of the acts hereinafter specified, except as may be otherwise provided:
. . . . .
P. To go into or remain in any city park at a time when the park is closed to the
public without a special permit issued by the Director of Parks and Leisure
Services. The following parks shall be closed to the public during the times
indicated, and signs indicating such shall be posted at conspicuous places to
give notice thereof.
1. Andrew Brown Jr. Community Park (East, West, and Central), MacArthur
Park, Moore Road Park, Wagon Wheel Park and the Carter Crowley
Practice Facility closed from 11:30 p.m. to 6:30 a.m. the following day.
2 48682
2. All other parks shall be closed from sunset to 6:30 a.m. the following day.
. . . . ."
SECTION 2.That all provisions of the Ordinances of the City of Coppell, Texas, in
conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other
provisions of the Ordinances of the City not in conflict with the provisions of this ordinance shall
remain in full force and effect.
SECTION 3.That should any word, sentence, paragraph, subdivision, clause, phrase or
section of this ordinance, or of the Code of Ordinances, as amended hereby, be adjudged or held to
be void or unconstitutional, the same shall not affect the validity of the remaining portions of said
ordinance or the Code of Ordinances, as amended hereby, which shall remain in full force and
effect.
SECTION 4.That this ordinance shall take effect immediately from and after its passage
as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of
___________________, 2002.
APPROVED:
______________________________________
CANDY SHEEHAN, MAYOR
ATTEST:
_______________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
___________________________________
ROBERT E. HAGER, CITY ATTORNEY
(REH/cdb 7/1/02)
AGE N DA R E QU E S T FO R M
ITEM # 17 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider Award of Bid No. Q-0502-02 for installation of Denton Creek Trails, to J.M.C. Construction, in an
amount not to exceed $492,969.57, and authorizing the City Manager to sign.
SUBMITTED BY: Gary Sims
TITLE: Director of Parks and Leisure Ser vices
STAFF COMMENTS:
See Attached Memo
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS: Funds for this project are allocated in the 2000 Park CIP account.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: ^trails
PARKS AND LEISURE SERVICES DEPARTMENT
CITY COUNCIL AGENDA ITEM
Date: July 9, 2002
To: Mayor and City Council
From: Gary D. Sims, CLP, Director
Re: Consider Award of Bid No. Q-0502-02 for installation of Denton Creek Trails, to
J.M.C. Construction, in an amount not to exceed $492,969.57, and authorizing the City
Manager to sign.
Background:
The 1999 Park Bonds approved in November of 1999 included the extension of the
Denton Creek Hike and Bike Trail System as one of the itemized projects. Soon after the
election, the approved projects were prioritized for sale of bonds to have the projects
completed. The bonds for the trail extension have been sold and the three sections of
trail outlined below will begin the expenditure of these funds. There is $500,000.00 in
2000 G.O. Bonds for this project, and $420,000.00 in 2002 G.O. Bonds identified for the
extension of the Denton Creek Trail System.
The three sections of trail to be developed have been determined through discussions
with the Park Board and utilizing the CRDC Trail Priority List. The first of the three
sections can be described as the continuation of the Vistas of Coppell Trail. The existing
trail was installed by the developer of the Vistas and spans approximately half of the
distance between MacArthur Blvd. and Denton Tap Rd. along the north side of Denton
Creek. The new section will continue this trail to Denton Tap Road. The second section
of trail is planned as a continuation of the Andrew Brown Park East Trail, to connect the
two sections of trail located to the east and west of the four-field athletic complex. This
will allow a bypass along the north side of the ball field complex. The third section is at
Andrew Brown Park West and will connect the bridge underpass at Denton Tap Road to
the Copperstone Trail. The existing cinder track at Andrew Brown West will remain but
will be relocated to allow for the installation of the concrete trail.
Bids for these three sections of Denton Creek Trail Extensions were opened on June 25,
2002. Twelve (12) bids were received for the construction of this project. The base bids
ranged from a net low of $492,969.57 (JMC Construction), to a net high of $691,928.00
(Sprinkle ‘N Sprout)
It is recommended that the base bid be awarded to JMC Construction in an amount not to
exceed $492,969.57. The architectural design contract for these trails is for a total of
$48,500.00. Therefore, the total expenditures related to these funds so far is
$541,469.57. This award will leave $378,532.43 remaining of the bond funds allocated
to the Denton Creek Trail Extension. Should Council choose, this balance could be
utilized to construct a portion of the CRDC identified trail sections planned to be
installed this year. In so doing, CRDC funds could be freed up for additional projects.
City Council Action requested:
Consider Award of Bid No. Q-0502-02 for installation of Denton Creek Trails, to J.M.C.
Construction, in an amount not to exceed $492,969.57, and authorizing the City Manager
to sign.
Staff Recommendation:
Award of bid as outlined above
BR
AGE N DA R E QU E S T FO R M
ITEM # 18 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Presentation by Aaron Barrick regarding proposed tennis courts.
SUBMITTED BY: Jim Witt
TITLE: City Manager
STAFF COMMENTS:
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: !Barrick
AGE N DA R E QU E S T FO R M
ITEM # 19 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION:
Consider Award of Bid No. Q-0502-01 to Dean Electric, Inc. dba Dean Construction, for the constr uction of
a tennis facility, in an amount not to exceed $1,283,500.68, and authorizing the City Manager to sign.
SUBMITTED BY: Gary Sims
TITLE: Director of Parks and Leisure Ser vices
STAFF COMMENTS:
See Attached Memorandum
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS: Funds for this project have been allocated in the 2000 General Obligation Park
Bonds and CRDC proceeds.
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: ^tennis
PARKS AND LEISURE SERVICES DEPARTMENT
CITY COUNCIL AGENDA ITEM
Date: July 9, 2002
To: Mayor and City Council
From: Gary Sims, Director of Parks and Leisure Services
Re: Consider Award of Bid No. Q-0502-01 to Dean Electric, Inc. dba Dean Construction, for
the construction of a tennis facility, in an amount not to exceed $1,283,500.68, and authorizing
the City Manager to sign.
Background:
During the planning, research and public input related to the development of the 1998 Parks,
Recreation and Open Space Master Plan, the Coppell Tennis Association made it clear that the
time was right for the City of Coppell to develop a tennis center, or at least some courts for
organized play. The Master Plan Committee agreed and added tennis courts to the needs portion
of the Plan. The Park Board and the City Council were also in agreement with the addition of
tennis courts to the Master Plan.
The location for a Tennis Facility was discussed at length and many sites were reviewed and
analyzed as the best possible site. Initially, Andrew Brown Jr. Community Park West was
considered the best choice. A cost estimate was produced for six courts, including lighting,
fencing, commons area, landscaping and connecting sidewalks. The facility was to make use of
existing parking, restrooms and ground requiring little alteration in order to prepare for
installation of tennis courts. An Estimate of Probable Construction Cost of $785,000.00 was
created based on these criteria. At this same time, Halff and Associates was contracted to review
the flood plain encroachment issues, which would be created by placing tennis courts at Andrew
Brown West. It was determined that this site would not offer a good solution because the site is
not large enough to mitigate any increases in the elevations that would be necessary for the
addition of tennis courts.
The 1999 Bond Committee then decided that tennis courts deserved a priority ranking among the
many important projects being discussed for inclusion in a proposed Bond Election. The voters
approved the Bond Election in November of 1999 with tennis courts included as one of the
itemized projects. Soon after the election, the approved projects were prioritized for sale of
bonds to have the projects completed. The bonds for the Tennis Center were sold early in 2001.
The City Council decided that the most desirable location for the courts was a small corner of
Wagon Wheel Park along the southwestern portion of the site, adjacent to the proposed extension
of Creekview Drive. The city then entered into an agreement with Schrickel Rollins and
Associates (SRA) for the master planning, design and construction documentation of a Tennis
Center on this site. SRA determined that, based on recent projects, the city was underfunded for
this project. It was determined that additional funding for this project could come from the
Coppell Recreation Development Corporation (CRDC) as this is an athletic facility to be located
at Wagon Wheel Park. The CRDC was asked if funds for the Tennis Facility could be placed
onto their priority listing for 2001-02. The CRDC agreed to funding in the amount of
$450,000.00, bringing the total identified funding for this project to $1,235,000.00. The
architectural design services contract for the Tennis Facility is for a total cost of $143,342.00,
leaving $1,091,658.00 identified for the construction.
Bids for the Wagon Wheel Park Tennis Facility were opened on June 25, 2002. Four (4) bids
were received for the construction of this project. This bid includes a base bid and four
alternates. The base bid includes site preparation, earthwork, fencing, concrete paving, six tennis
courts, irrigation, turf and landscaping. The alternates are for two additional courts, an entry gate
from Creekview Dr., concrete stamping and coloring and an entry sign. The base bids ranged
from a net low of $1,283,500.68 (Dean Electric, Inc. dba Dean Construction), to a net high of
$1,756,294.25 (Architectural Utilities Inc, Contractors).
Also included in the bid were four alternates as follows. These items are not included in the
recommended project as funding is not currently identified for these items. The low bidder
indicated the following amounts for these elements.
Tennis Courts 7 & 8 $ 123,590.00
Additional concrete stamping $ 57,340.00
Entry gate $ 21,707.00
Entry sign $ 6,800.00
TOTAL ALT. BID $ 209,437.00
It is recommended that the base bid be awarded to Dean Electric, Inc. dba Dean Construction in
the amount of $1,283,500.68. The amount of this award that is over and above the funding
identified of $1,091,658.00 will need to be provided by undesignated fund balance to be
reimbursed by CRDC funds, if approved.
City Council Action requested:
Award of Bid No. Q-0502-01 to Dean Electric, Inc. dba Dean Construction, for the construction
of a tennis facility, in an amount not to exceed $1,283,500.68, and authorizing the City Manager
to sign.
Staff Recommendation:
Award of the Bid as outlined above
AGE N DA R E QU E S T FO R M
ITEM # 20 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Consider approval of an ordinance of the City of Coppell, Texas, amending Section 8-1-3
of the Code of Ordinances by amending the maximum prima facie speed limit for Meadowcreek Road and
Rolling Hills Road in the city limits of the City of Coppell; and authorizing the Mayor to sign.
SUBMITTED BY: Kenneth M. Griffin, P.E.
TITLE: Director of Engineering/Public Works
STAFF COMMENTS:
See attached memo.
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form – Revised 5/00
Document Name: #eng1-1AR.doc
"CITY OF COPPELL ENGINEERING - EXCELLENCE BY DESIGN"
MEMORANDUM
FROM THE
DEPARTMENT OF ENGINEERING
To: Mayor and City Council Members
From: Kenneth M. Griffin, P.E., Dir. of Engineering/Public Works
Date: July 9, 2002
RE: Consider approval of an ordinance of the City of Coppell, Texas, amending
Section 8-1-3 of the Code of Ordinances by amending the maximum prima facie
speed limit for Meadowcreek Road and Rolling Hills Road in the city limits of
the City of Coppell; and authorizing the Mayor to sign.
On November 19, 2001, the City of Coppell received a letter from a resident who lives along
Meadowcreek Road expressing her concerns about the safety of the roadway. The resident
requested daily police presence, caution signs, and stop signs at various intersections along the
roadway.
On January 22, 2002, the City of Coppell obtained volume and speed information for the
vehicles using Meadowcreek Road. The information showed that during a 24-hour period there
were 442 vehicles on the roadway and that the 85th percentile was slightly above 33 mph.
On May 29, 2002, the City of Coppell responded to the resident stating that Meadowcreek Road
did not meet the criteria for speed humps. The response also gave information about the
placement of stop signs and that the volumes on Meadowcreek Road did not warrant the
placement of stop signs. The resident was still concerned about the safety of the neighborhood
and requested a meeting on June 14, 2002 to discuss the various traffic issues associated with the
neighborhood.
In preparation for the meeting, I drove the area from Denton Tap Road to Bethel School Road.
In driving the area, I took particular note of the speed limit that I felt comfortable traveling at.
At no time did I exceed 28 mph and most times I was within 20 to 25 mph. Based on my driving
through the neighborhood, I did additional research on the posting of speed limits. In reviewing
the Texas Manual on Uniform Traffic Control Devices and Procedures For Establishing Speed
Zones published by the Texas Department of Transportation, several factors are to be considered
in addition to the 85th percentile speed in setting speed limits. Those factors include items such
as: road surface characteristics, shoulder condition, grade, alignment, sight distance, pavement
widths, roadside development, parking practices, pedestrian activity, any accident history,
number of driveways and the 85th percentile speed. All of these factors should be considered in
establishing the speed limit.
The characteristics of Meadowcreek and Rolling Hills are significantly different than most
residential streets within Coppell. Meadowcreek Road has a narrow 20 to 22 foot paving width,
"CITY OF COPPELL ENGINEERING - EXCELLENCE BY DESIGN"
no sidewalks, and numerous driveways intersecting the roadway. Most residential streets in
Coppell are curbed and guttered concrete streets, 28 foot wide with no driveways because of
alleys. There are also numerous curves within the roadway, which again lends itself to a lower
speed limit. In the procedures for establishing speed zones in the section entitled “Variations
from the 85th Percentile” there is a section called a “trial run”. A “trial run” is essentially
nothing more than a drive through at the chosen speed to determine if the speeds are appropriate
for the area. In my drive through of the Meadowcreek / Rolling Hills area it was my opinion that
30 mph was too fast for the majority of the roadway section. The lack of sidewalks in the area
also presents a potential problem with pedestrians, bicyclists, skateboards, etc. interacting with
vehicles on the roadway.
Therefore, based on the roadway characteristics of Meadowcreek Road and Rolling Hills Road,
my recommendation is that the speed limit be lowered from 30 mph to 25 mph.
Staff will be available to answer any questions at the Council meeting.
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS
ORDINANCE NO. ____________
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING
SECTION 8-1-3 OF THE CODE OF ORDINANCES TO ESTABLISH THE
MAXIMUM PRIMA FACIE SPEED LIMIT FOR MEADOWCREEK
ROAD AND ROLLING HILLS ROAD IN THE CITY LIMITS OF THE
CITY OF COPPELL; PROVIDING A REPEALING CLAUSE;
PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY
CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE
SUM OF TWO HUNDRED DOLLARS ($200.00) FOR EACH OFFENSE;
AND PROVIDING AN EFFECTIVE DATE.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS:
SECTION 1.That the Code of Ordinance of the City of Coppell, Texas be, and the same is
hereby amended by amending Chapter 8, Article 8-1, Section 8-1-3, in part, by adding the following
designated speed limit for Meadowcreek Road and Rolling Hills Road, to read as follows:
“Sec. 8-1-3.Speed on Specific Streets
. . . . .
STREET PORTION OF STREET SPEED
MILES PER HOUR
. . . . .
Meadowcreek Road From its point of intersection with 25
Denton Tap Road east 3720 feet to its
point of termination at Rolling Hills Road
. . . . .
Rolling Hills Road From its point of intersection with 25
Bethel School Road south 1580 feet to its
point of termination at Meadowcreek Road
. . . . ."
SECTION 2. That the traffic engineer is authorized and directed to erect signs necessary to
give notice of the speed limit adopted herein.
SECTION 3. That all provisions of the Code of Ordinances of the City of Coppell, Texas,
in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other
provisions not in conflict with the provisions of this ordinance shall remain in full force and effect.
SECTION 4. That should any word, phrase, paragraph, section or phrase of this ordinance
or of the Code of Ordinances, as amended hereby, be held to be unconstitutional, illegal or invalid,
the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof
other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the
validity of the Code of Ordinances as a whole.
SECTION 5. An offense committed before the effective date of this ordinance is governed
by prior law and the provisions of the Code of Ordinances, as amended, in effect when the offense
was committed and the former law is continued in effect for this purpose.
SECTION 6.That any person, firm or corporation violating any of the provisions or terms
of this ordinance or of the Code of Ordinances, as amended hereby, shall be guilty of a misdemeanor
and upon conviction in the Municipal Court of the City of Coppell, Texas, shall be subject to a fine
not to exceed the sum of Two Hundred Dollars ($200.00) for each offense, and each and every day
such violation is continued shall be deemed to constitute a separate offense.
SECTION 7. That this ordinance shall take effect immediately from and after its passage
and the publication of the caption, as the law and charter in such cases provide; however the speed
limit established herein shall not take effect until the appropriate signage giving notice of such speed
limit has been erected.
DULY PASSED by the City Council of the City of Coppell, Texas, this the _____ day of
________________, 2002.
APPROVED:
________________________________
CANDY SHEEHAN, MAYOR
ATTEST:
________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
___________________________________
ROBERT E. HAGER, CITY ATTORNEY
AGE N DA R E QU E S T FO R M
ITEM # 21 CITY COUNCIL MEETING: July 9, 2002
ITEM CAPTION: Consider approval of the acceptance of payments in consideration of an Economic
Development Agreement dated October 13, 1998 and amended September 20, 2000 between the City of
Coppell and Verizon.
SUBMITTED BY: Jim Witt
TITLE: City Manager
STAFF COMMENTS:
BUDGET AMT. $ AMT. EST. $ +\-BID $
FINANCIAL COMMENTS:
DIR. INITIALS: FIN. REVIEW: CITY MANAGER REVIEW:
Agenda Request Form - Revised 5/00
Document Name: !EconDev
June 11, 2002
Verizon Realty Corporation Via Certified Mail, RRR _______________
Attn: Ronald Kulpinski, President
750 Canyon Drive
Coppell, TX 75019
RE: Economic Development Incentive Agreement between the City of Coppell and
GTE Realty Corporation dated October 13, 1998 and amended on September 20,
2000; and Property Tax Abatement Agreement between the City of Coppell and
GTE Realty Corporation dated November 10, 1998 and amended September 20,
2000 (“Agreements”).
Dear Mr. Kulpinski:
On April 15, 2002, a letter was mailed from the City of Coppell giving notice to Verizon
Realty Corporation that they are in breach of the above-referenced Agreements and had
thirty (30) days to cure such failure. Specifically, Verizon was required to complete
construction of Building “B” on or before April 1, 2002. As you know, Verizon Realty
Corporation’s predecessor GTE Realty Corporation entered into an Economic
Development Incentive Agreement and Property Tax Abatement Agreement with the
City of Coppell in late 1998 wherein GTE was to construct Building “B” on or before
December 31, 2000. Subsequently, GTE became Verizon Realty Corporation and in
September 2000 the City of Coppell and Verizon amended these Agreements to extend
the time period to complete the construction of Building “B” to April 1, 2002. Verizon
has not completed the construction of Building “B” by this date. As a matter of fact,
Verizon has not begun any construction on Building “B” and has not diligently nor
faithfully pursued completion of this building.
Please be advised the thirty (30) day cure period has expired and the breach in the
agreement in respect to Building “B” has not been cured. This letter serves as official
notification Verizon shall pay liquidated damages in the amount of fifty (50%) percent of
the cost of construction incurred by the City of Coppell for the construction of Coppell
Road from State Highway 121 to Corporate Park within thirty (30) days after receipt of
this notice. According to Mr. Ken Griffin, the City Engineer, this amount is
$327,295.00.
If you have any questions or desire additional information, please contact me at (972)
304-3692 or Peter Smith, City Attorney at (214) 965-9900.
Sincerely,
Chad Beach, RTA
Asst. Director of Finance
AG EN DA R EQU EST FO R M
ITEM # 22 CITY COUNCIL MEETING: July 9, 2002
NECESSARY ACTION RESULTING FROM WORK SESSION
AG EN DA R EQU EST FO R M
ITEM # 23 CITY COUNCIL MEETING: July 9, 2002
NECESSARY ACTION RESULTING FROM EXECUTIVE SESSION