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CP 2018-07-24
City Council City of Coppell, Texas Meeting Agenda 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers5:30 PMTuesday, July 24, 2018 KAREN HUNT CLIFF LONG Mayor Mayor Pro Tem BRIANNA HINOJOSA-FLORES NANCY YINGLING Place 2 Place 5 WES MAYS BIJU MATHEW Place 3 Place 6 GARY RODEN MARK HILL Place 3 Place 7 MIKE LAND City Manager Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular Called Session at 5:30 p.m. for Executive Session, Work Session will follow immediately thereafter, and Regular Session will begin at 7:30 p.m., to be held at Town Center, 255 E. 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 reserves 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: 1.Call to Order 2.Executive Session (Closed to the Public) 1st Floor Conference Room Section 551.087, Texas Government Code - Economic Development Negotiations. A.Discussion regarding economic development prospects south of Canyon and west of Denton Tap. Section 551.072, Texas Government Code - Deliberation regarding Real Property. Page 1 City of Coppell, Texas Printed on 7/20/2018 July 24, 2018City Council Meeting Agenda B.Discussion regarding real property south of East Belt Line and east of South Belt Line. C.Discussion regarding property north of Creekview Dr. and west of Freeport Pkwy. 3.Work Session (Open to the Public) 1st Floor Conference Room A.Discussion regarding bike sharing ordinance. B.Discussion regarding late hours ordinance. C.Discussion regarding video recording and broadcast of work session meetings. D.Discussion regarding agenda items. Bike Sharing Ordinance Memo.pdf DRAFT Bicycle Sharing Ordinance.pdf Late hours memo.pdf WKS Recording Memo.pdf Attachments: Regular Session (Open to the Public) 4.Invocation 7:30 p.m. 5.Pledge of Allegiance 6.Update by Sandy Lancaster, Environmental Program Manager, on the construction activity at DFW Airport. 7.School security presentation by Coppell Police Department and Coppell Independent School District. 8.Citizens’ Appearance 9.Consent Agenda A.Consider approval of the minutes: July 10, 2018. Minutes.pdfAttachments: B.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. Peak Nano Optics-Resolution Memo.pdf Peak Nano Optics - Resolution - Tax Abatement.pdf Peak Nano Optics - Tax Abatement Agreement.pdf Attachments: C.Consider approval of an Economic Development Agreement by and between the City of Coppell and Peak Nano Optics, LLC, and authorizing Page 2 City of Coppell, Texas Printed on 7/20/2018 July 24, 2018City Council Meeting Agenda the Mayor to sign. Peak Nano Optics- Economic Development Incentive Agreement Memo.pdf Peak Nano Optics - Economic Development Agreement.pdf Attachments: D.Consider approval of a three-year Enterprise License Agreement for Adobe Acrobat per TIPS/TAPS Contract Number 3071615 to CDWG; subject to the approval as to form of the City Attorney; as budgeted in the amount of $58,725.00 per year for a total of $176,175.00; and authorizing the City Manager to sign. Adobe ELA memo.pdf Coppell Adobe ETLA 3YR_7-18.pdf Attachments: E.Consider approval of the architectural design and engineering services, service request number 3, within the approved professional services agreement with Corgan Associates, Inc.; totaling $156,500 for the Coppell Arts Center theater seating expansion; and authorizing the City Manager to sign. OTAC - Corgan architectural design Memo.pdf Old Town Arts Center Additional Service Request 3 Letter.pdf Attachments: End of Consent Agenda 10.Consider approval of an Ordinance authorizing the issuance of Combination Tax and Limited Surplus Revenue Certificates of Obligations in the maximum amount of $46,165,000 for street projects, public safety facilities for the fire department, expansion of the City-owned cemetery, a performing arts center, and water and sewer projects, and authorizing the Mayor to sign. Bond Sale Memo to Council.pdf Coppell CO 2018--draft ordinance.pdf Coppell S&P Rating for Series 2018 7-10-2018.pdf Coppell Moodys.pdf Attachments: 11.Consider approval of a Resolution approving and authorizing the execution and delivery of a Project Agreement with the Coppell Recreation Development Corporation; approving the expenditure of funds by the Corporation in connection therewith; and containing other provisions related thereto and authorizing the Mayor to sign. Agreement Concerning Payment of CO Series 2018.pdf Resolution Approving Project Agreement (with Certificate).pdf Agreement Regarding Sales Tax Revenue and Bonds.pdf Attachments: 12.City Manager Reports - Project Updates and Future Agendas Page 3 City of Coppell, Texas Printed on 7/20/2018 July 24, 2018City Council Meeting Agenda 13.Mayor and Council Reports 14.Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. A.CFBISD/LISD Liaison - Councilmembers Hinojosa-Flores and Hill B.CISD Liaison - Councilmember Hinojosa-Flores C.Coppell Seniors - Councilmembers Roden and Yingling 15.Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 16.Necessary Action from Executive Session Adjournment ________________________ Karen Selbo Hunt, Mayor CERTIFICATE I certify that the above Notice of Meeting was posted on the bulletin board at the City Hall of the City of Coppell, Texas on this 20th day of July, 2018, at _____________. ______________________________ Christel Pettinos, City Secretary PUBLIC NOTICE - STATEMENT FOR ADA COMPLIANCE AND OPEN CARRY LEGISLATION 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 makes 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). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. Page 4 City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4053 File ID: Type: Status: 2018-4053 Agenda Item Executive Session 1Version: Reference: In Control: City Council 07/16/2018File Created: Final Action: exec session - s. of sandy lake, w. of denton tapFile Name: Title: Discussion regarding economic development prospects south of Canyon and west of Denton Tap. Notes: Agenda Date: 07/24/2018 Agenda Number: A. Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4053 Title Discussion regarding economic development prospects south of Canyon and west of Denton Tap. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Business Prosperity Page 1City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4053 Page 1City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4057 File ID: Type: Status: 2018-4057 Agenda Item Executive Session 1Version: Reference: In Control: City Secretary 07/17/2018File Created: Final Action: Executive SessionFile Name: Title: Discussion regarding real property south of East Belt Line and east of South Belt Line. Notes: Agenda Date: 07/24/2018 Agenda Number: B. Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4057 Title Discussion regarding real property south of East Belt Line and east of South Belt Line. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4057) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4060 File ID: Type: Status: 2018-4060 Agenda Item Executive Session 1Version: Reference: In Control: City Secretary 07/20/2018File Created: Final Action: Executive SessionFile Name: Title: Discussion regarding property north of Creekview Dr. and west of Freeport Pkwy. Notes: Agenda Date: 07/24/2018 Agenda Number: C. Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4060 Title Discussion regarding property north of Creekview Dr. and west of Freeport Pkwy. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4060) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4052 File ID: Type: Status: 2018-4052 Agenda Item Work Session 1Version: Reference: In Control: City Secretary 07/16/2018File Created: Final Action: Work SessionFile Name: Title: A.Discussion regarding bike sharing ordinance. B.Discussion regarding late hours ordinance. C.Discussion regarding video recording and broadcast of work session meetings. D.Discussion regarding agenda items. Notes: Agenda Date: 07/24/2018 Agenda Number: Sponsors: Enactment Date: Bike Sharing Ordinance Memo.pdf, DRAFT Bicycle Sharing Ordinance.pdf, Late hours memo.pdf, WKS Recording Memo.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4052 Title A.Discussion regarding bike sharing ordinance. B.Discussion regarding late hours ordinance. C.Discussion regarding video recording and broadcast of work session meetings. D.Discussion regarding agenda items. Summary Fiscal Impact: Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4052) Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: July 24, 2018 Reference: Discussion on Proposed Draft Bicycle Sharing Ordinance 2030: Special Place to Live, Sustainable City Government, Community Enrichment & Wellness Executive Summary: The purpose and intent of a Bike Share Ordinance will prevent the dockless bicycles from cluttering up the City of Coppell right-of-way and provide an opportunity for a docked bicycle share company to l ocate in Coppell, provided they are approved through the Development Review Committee process. Updates from the July 10, 2018 Council Worksession are shown under the Analysis heading below. Introduction: Bike share comes in different forms. Bikes that are locked to a docking station or kiosk, then checked out and back into the same or another docking station/kiosk for a small fee and a deposit to cover the bike (Ft. Worth’s B-Cycle is a good example). The newer form of bike sharing consist of dockless bicy cles that are locked to themselves (i.e. Limebike, Ofo, V-Bike, Mobike). These are GPS based and are coordinated through a smart phone app that shows where bikes are located and a credit card is used in the app to unlock the wheel from the frame. The user pays based on the time they use the bike (typically $1.00 per hour). Both types of bike sharing will touch Coppell in some form or fashion in the near future. Cypress Waters Station and the current construction of the trail system connection with the Campion Trail are factors contributing to staff addressing the topic of Bike Sharing in Coppell. The planned Cypress Waters Station is in the City of Dallas, which currently allows dockless bike sharing. Commuters beginning and ending their trips at the station will need to find other modes of transportation to and from that point. It is inevitable that bicycles will be an option along with other modes (ride sharing, taxi’s, & shuttles) to serve the commuters. This is often called the “first mile/last mile leg of the commute”. Also, the construction of the trail system along E. Belt Line is expected to be finished by the fall of this year. This will complete the connection that ties to Irving’s Campion Trail, which provides a route for bicycles to be ridden to Coppell. Irving currently has an agreement with V-Bikes to operate a dockless bicycle system on the Campion Trail. When this trail connection is complete, it is recommended that we have the tools in place to responsibly regulate these bikes. The overwhelming concern with dockless bicycles is #1 the abundance of them, #2 safety hazards if left within the right-of-way obstructing a sidewalk or roadway and #3 the visual clutter they create. Advocates of bike 2 share like the accessibility, the affordability and the fact that they provi de an environmentally friendly method of transportation. Analysis: At the July 10, 2018 City Council Meeting, Council had questions related to other Cities’ processes and fees: 1. Research other city’s application fees for their bike sharing programs. • Ft. Worth waived the permitting fee for their docked bike share. • Houston did not charge permitting fees because it was a grant related program. This is a docked bike share system. • Denton has an application fee of $500 for the first 50 bikes then $750 for 51 to 100 bikes. This covers docked and dockless bike share. • Plano has a flat fee of $500 for their pilot bike sharing program ending in December. • Dallas has a fee of $776 + $18 per bike and $388 annual permit renewal • Seattle has a complex fee structure as follows: o Applicants shall pay $146 for an Annual Permit for the pilot bicycle share program. Note if any stations or other structures are proposed, each site shall require additional review deposits and permitting. o Applicants shall pay SDOT’s Street Use division $209 for every hour of permit review and Inspection needed. Estimated times for reviewing pilot bicycle share permits is eight hours; therefore, upon submitting an application, applicants shall pay $1,672 to Street Use. Any time not used shall be reimbursed to the applicant and any additional time shall be billed, upon permit closure. o Applicants shall pay a program administrative fee of $15/bike to SDOT’s Transit & Mobility Division for the administrative time during pilot permit program. o Any fees arising from the need for City crews to relocate or remove bicycles from any location where a bicycle is prohibited under this permit (Requirement O12) shall equal the City crews’ hourly rate plus fifteen percent After discussions at the Council meeting and f urther research, Coppell is proposing a one-time fee of $500 + $25 per proposed kiosk and a $250 annual renewal fee to be included in the fee schedule when brought forward in September. 2. What are other cities’ fees to pick up bikes left in the public way and what happens if they aren’t picked up in a reasonable amount of time? • Ft. Worth has a $25 impoundment fee. • Denton has a $50 impoundment fee. • Highland Park has a range of $30-$100 fee. • Irving currently doesn’t have a bike sharing ordinance and therefore doesn’t have any mechanism to charge for bikes that have been picked up. Coppell is proposing a $50 fee and after 90 days of holding, to treat them as abandoned property and auction them off similar to the current method of dealing with bikes the city has impounded. 3. What other cities are using docked bike share near Coppell. • Ft. Worth – BCycle, a non-profit organization • Austin - BCycle, a non-profit organization • San Antonio – SWell Cycle, a non-profit that uses BCycle equipment • Houston – BCycle, a non-profit organization 4. Justify the proposed regulation requiring the operations center to be within 20 miles. 3 • Staff wanted the operations center to be within a reasonable distance from Coppell without being too restrictive for a variety of reasons including bike rebalancing, repair and maintenance. • Seattle requires the operations center to be located within the city. • Ft. Worth’s operations center is located within the city. • Austin’s B-Cycle operations center is located within the city. We have increased the distance of the operations center to 30 miles to cover one being located in the city of Dallas or Ft. Worth. 5. Take out the “other payment options” from the ordinance, as this is a private company’s operations issue. • This has been deleted. 6. Note that balancing bikes needs to come from the operator based on usage during specific times of the day. • This is a valid point and operators will be encouraged to use trend data in their balancing programs. Staff contacted BCycle in Ft. Worth. They said that their balancing program was basically trial and error for the first couple of years in terms of getting the bike count right at each kiosk/station to suppor t their ridership demands. 7. What happens if the kiosk or station is full? • According to BCycle, if a station is full when you arrive, go to the kiosk and select the "Station Full" button after the Welcome screen for a list of nearby stations and to add a free extra 15 minutes to your trip. • There's a printed system map at each station and a B-cycle app is available for download to see the map of stations on the go and check bike and dock availability on your phone. At the March 27th & April 10th Council Worksessions, staff gave presentations and subsequent discussions ensued related to bike sharing. The purpose was to discuss the various forms of bike sharing and to get Council’s direction on the topic. Council instructed staff to bring back a draft ordinance for review. The draft ordinance: • Prohibits dockless bicycles from being left within the city right-of-way; • Establishes a permitting system for the docked bicycle systems within the city. o The permit would include locations of kiosks and number of bike s at each location. o It is anticipated that the kiosks would be located at City Parks, Old Town Coppell, Hotels, and potentially on properties such as large office/warehouses in the west side. o To operate within the City of Coppell, the vendor will submit to the Planning Division a permit application which will be reviewed through the Development Review Committee (DRC) process much like any other development; o The permit will need to be renewed on an annual basis. • Allows for the following enforcement: o If a bike is left in the right-of-way for a certain period of time, a call will be placed to Public Works to retrieve the bicycle and store it in a holding area. o The bike sharing vendor will be contacted and asked to pick up the bicycle. o A fee per bike will be assessed and paid through the Public Works department. It will be the responsibility of the bicycle share operator to retrieve the bike(s). o Because a deposit is required for the docked bicycle system, it is not anticipated that any will be left in the right-of-way intentionally. In the rare instance this does happen, they will be treated in the same manner as the dockless bikes. Legal Review: 4 We have consulted with the attorney throughout the research and drafting of the ordinance. Fiscal Impact: A docked bike share plan shall be subjected to a permit application fee and a permit issuance fee based on number of bikes deployed. An annual renewal fee will be required for each. A small fee for each bike brought to storage will be assessed when the bikes are picked up by the operator. Recommendation: Recommend the redrafting of the ordinance incorporating necessary changes as a result of the workshop session and bringing back the final ordinance on August 14, 2018 for adoption. Attachments: Draft Article 6-18 Bicycle Share DRAFT 7/17/18 TM99863 1 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER 6, ‘BUSINESS REGULATIONS’ BY ADDING A NEW ARTICLE 6-18 ‘BICYCLE SHARE’; TO ESTABLISH REGULATIONS AND MAKING IT UNLAWFUL TO LEAVE, A BICYCLE ON A STREET, SIDEWALK, RIGHT-OF-WAY, PARK OR OTHER PUBLIC PROPERTY; PROVIDING FOR RELOCATION; PROVIDING FOR A RELOCATION FEE; PROVIDING FOR BICYCLE SHARE PERMITS; PROVIDING FOR AN ANNUAL PERMIT; PROVIDING FOR LOCATION OF DOCKING STATIONS; PROVIDING FOR ESTABLISHMENT; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, bicycle share companies have expanded throughout major urban areas throughout the United States to provide an alternative mode of transportation; and WHEREAS, the proliferation of such companies and competition have led to huge stock of dockless bicycles; and WHEREAS, the number of bicycles left on public rights-of-way, streets, roadways, alleys and public property have increased dramatically in the wake of its popularity; and WHEREAS, the bicycles when left for prolonged periods of time on public property and rights-of-way have impaired the public use of the same and pose a blight and nuisance; and WHEREAS, the City Council has determined that regulations are necessary to address the abandonment of such bicycle on public rights-of-way and public property; and WHEREAS, the City Council has further determined that a docked bicycle system may be desirable to promote community wellness and public safety. “Chapter 6 - BUSINESS REGULATIONS ….. ARTICLE 6-18, BICYCLE SHARE Sec. 6-18-1. - Definitions Definitions of the ordinance is amended to add the following definitions: Bicycle means a devise that a person may ride and that is propelled by human power and has two tandem wheels at least one of which is more than 14 inches in diameter. DRAFT 7/17/18 TM99863 2 Bicycle Dealer means a person, corporation, firm or business that has a fixed place of business which has retail sale of bicycles and accessories. Bike share system means providing bicycles for short-term rentals for point-to-point trips where, by design of the bike share operator, the bicycles are intended to remain in the public way when being rented and used by a customer. When not being rented by a customer shall remain in a kiosk or station, or other authorized parking on public or private property. City Manager means the chief executive officer of the City as appointed in accordance under the home rule charter. Customer means a person that rents or uses a bicycle from a bike share operator. Department means that department as designated by the city manager to administer the provisions of this Article. Docked bike share means a bicycle leased from a fixed kiosk or station and returned to a fixed kiosk or station after use by a customer. Docked bike share operator is any entity that owns and/or operates a docked bike share system. Dockless bike share bicycle means a bicycle leased by a dockless bicycle share operator on a one time or regular basis. Dockless bike share operator or operators means a corporation, firm, joint venture, limited liability company, partnership, person, or other organized entity that operates a dockless bike share system, whether for profit or not for profit, and does not include a bicycle dealer. Dockless bike share system means a system which provides bicycles for short- term rentals for point-to-point trips and which may be locked and unlocked without the requirement of a bicycle rack or other docking station. Dockless vehicle means a bicycle, an electric bicycle, or an electric motor-assisted scooter, pursuant to the definitions set forth in Texas Transportation Code, Sections 541-201 and 551.351, that can be located and unlocked using a smartphone app. Electric bicycle means a bicycle that: a) is power by an electric motor or motor assisted b) is designed to be propelled by an electric motor, exclusively or in combination with the application of human power. c) cannot attain a speed or more than 20 miles per hours without the application of human power; and d) does not exceed a weight of 100 pounds. DRAFT 7/17/18 TM99863 3 Electric Scooter means two or more wheels power by an electric motor; but does not include an electric power device for mobility of a person with a disability. Public right of way or right of way means a strip of land acquired by reservation, dedication, prescription, deed or condemnation and intended to lease by the public as a street, alley, roundab out, water, waste water and/or other public utility. Sec. 6-18-2. – Bike Share System , Permitting A. It shall be unlawful for a bike share operator to operate or cause to be provided a dockless bike share system or any e-bikes or motorized scooters share system within the City. B. It shall be unlawful for any docked bike share operator to operate or cause to be operated within the City without first obtaining a permit in accordance with this Article. C. Authorization. A docked bike share system permits for a docked bike share operator will be reviewed and approved or denied by the Director of Community Development or designee of the Department. Permits, upon approval, will be issued and effective for a period of one year, subject to annual renewal. D. A permit is only valid for operations of the bike share system within the city. A docked bike share operator shall not restrict use of its bike share system within certain geographical areas of the city unless approved by the city. Permission to operate the docked bike share system outside the public way shall require permission of appropriate department, agency, or property owner(s); the docked bike share operator shall have a means of communicating to the customer when the bicycle has been operated in non-permitted areas. Sec. 6.18.3. – Standards A. All bicycles used in a docked bike share system shall meet the standards outlined in the Code of Federal Regulations (CFR) under Title 16, Chapter II, Subchapter C, Part 1512 – Requirements for Bicycles, as amended. Additionally, permitted docked bike share operators shall meet the safety standards outlined in ISO 43.150 – Cycles, subsection 4210, as amended. B. All permitted docked bike share systems shall include visible language within the docked bike share operator’s mobile a nd web application that notifies the customer that: 1. People on bicycles are encouraged to wear helmets. 2. People on bicycles must follow traffic laws. DRAFT 7/17/18 TM99863 4 3. People using the bicycles are required to return to kiosk or station. C. At the time of application for a permit, the docked bike share operator shall provide proof of general commercial liability insurance in the amount of 1,000,000 of liability insurance and the docked bike share operator shall maintain that level of insurance throughout the term of the permit . D. The permit will include a commitment from the docked bike share operator to defend and indemnify the city from and against all claims and liabilities that arise from the docked bike share operator and its customer’s acts or omissions in the public way relating to the bicycles or stations that are used in the docked bike share operator’s bike share system. E. Permitted docked bike share operators are responsible for educating customers on how to safely ride or operate a bicycle, including knowledge of laws applicable to riding and operating a bicycle in the city. All pricing charged to the customer shall clearly explain structure for ride and time period as well as fees for additional or overage periods. The maximum charge should be clearly stated. F. The City retains the right to limit and/or create specific locations of the kiosk or stations where bicycles shall be parked/docked. G. All permitted docked bike share operators shall provide, on every bicycle, contact information of the docked bike share operator including the website and phone number and may not include any third party. H. All permitted docked bike share operators shall have a 24-hour customer service phone number for customers t o report safety concerns, complaints, or ask questions. All permitted docked bike share operators shall have a staffed operations center within 20 miles from the city. I. All docked bike share operator applicants shall state the desired maximum fleet size in their application. Permitted docked bike share operators shall notify the department if they plan to change their fleet size at least 15 calendar days before deployment; and include the additional permit issuance fee for the expanded fleet and documentat ion of their updated performance bond. The director shall have the authority to limit a docked bike share operator's bike fleet numbers in his or her reasonable discretion to protect the safety of the traveling public and integrity of the bike share system itself and entire transportation system within the public way in order to ensure adequate docking loads and location. J. All permitted docked bike share operators shall keep records of maintenance and reported collisions. Records shall be shared on a regular basis with the city through email during intervals determined by the director and stated in the permit. DRAFT 7/17/18 TM99863 5 K. To operate in the city, a docked bike share operator shall be required to pay an initial permit application fee, a permit issuance fee based on the number of bicycles deployed as represented on the master fee schedule adopted by City Council. In subsequent years, a docked bike share operator shall be required to pay an annual permit renewal fee and permit issuance fee (per bicycle deployed). All fee amounts shall be established by resolution of the city council. Sec. 6.18.4. – Operation A. It shall be unlawful for any bicycle share operator to cause, permit, suffer or allow, park or leave any share bicycle on a public street, sidewalk, right-of-way, park, or other public property, without permission from the City past 6:00 am of the next day after such bicycle is left on said public property. It shall be the responsibility of the bicycle share operator to remove the bike(s) prior to the next day. (6am Sunday to Sunday) B. Any bicycle share operator of the bicycle shall be responsible at all times, regardless of the customer, for the duty, care and operation of the bicycle in compliance with this Article. C. Bicycles shall not be parked in a way that may impede the regular flow of travel in the public way or otherwise cause a violation of the Code of Ordinance. Docked bicycle share operators shall inform customers on how to park a bicycle properly. Bicycles shall be upright when parked. Any bicycle that is parked in violation of the permit or Code of Ordinance shall be re -parked in a correct manner or shall be removed by the bike share operator in accordance with the following: 1. 6 a.m. to 6 p.m. on weekdays, not including holidays – within three hours of receiving notice from the city, 2. All other times – within 12 hours of receiving notice from the city. D. Any dockless bicycle subject to this Article, shall not be parked unattended within the public right-of-way if not in active use. E. All permitted docked bike share operators shall provide the department with a direct contact for bicycle share op erator staff capable of rebalancing bicycles (moving bicycles from one location to another). All permitted docked bike share operators shall relocate or rebalance bicycles daily. The City retains the right to determine specific locations or areas for relocating or rebalancing bicycles. Failure to properly relocate or rebalance bicycles shall be a violation of the permit, which may result in permit revocation. F. Any inoperable bicycle, or any bicycle subject to this Article that is not safe to operate shall be removed from the public way kiosk or station within 24 hours DRAFT 7/17/18 TM99863 6 of notice and shall be repaired before being put back into service. If the City is required to relocate or remove bicycles from any location where a bicycle is prohibited, a bicycle relocation fee shall be assessed. The relocation fee amount shall be established by Resolution of the City Council. G. Every bicycle shall be a unique identifier that is visible to the user on the bicycle. Sec. 6.18.5. – Bond All permitted docked bike share operators shall provide the City with a performance bond in an amount determined by the director to be sufficient to cover the obligations of the docked bike share operator under the permit. The form of the bond shall be approved by the department and shall be executed by one or more surety companies legally authorized to do business in the State of Texas. The bond shall guarantee the performance of all the obligations of the docked bike share operator under issued permit. If a permitted operator increases the size of their fleet, the performance bond shall be adjusted appropriately before deploying additional bicycles. Sec. 6.18.6. – Revocation A. A permitted docked bike share operator shall be responsible for costs of repair to public infrastructure damaged by use of its bicycles by its customers, and costs incurred by the city in removing and storing bicycles that have been improperly parked, including under the circumstances where a docked bike share operator fails to remove bicycles in violation of its permit or in case its permit is terminated. B. The city reserves the right to terminate a permit and require that the entire fleet, kiosk and station of bicycles be removed from city streets if an operator fails to comply with its permit or violates this ordinance or otherwise violates the Code of Ordinances. C. A permit does not grant exclusive rights to operate a bike share system in the city.” SECTION 2. 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. DRAFT 7/17/18 TM99863 7 SECTION 3. 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 4. 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 5. 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 subjected to a fine not to exceed the sum of Five Hundred Dollars ($500.00) for each offense; and each and every day such violation is continued shall be deemed to constitute a separate offense. SECTION 6. 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. DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2018. APPROVED: KAREN SELBO HUNT, MAYOR ATTEST: DRAFT 7/17/18 TM99863 8 CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: _________________________________ ROBERT E. HAGER, CITY ATTORNEY MEMORANDUM To: Mike Land, City Manager From: Christel Pettinos, City Secretary Date: July 24, 2018 Reference: Option to permit late hours for alcohol sales General Information: The question came up about extending late hours to alcohol permit holders. Since the local option election in 2006, Coppell has not permitted the signing of late hours on alcohol permits. Coppell’s current alcohol ordinance allows for the sale of off-premise wine and beer sales and on-premise mixed beverages with a food certificate, which requires 51% of its sales to come from something other than alcohol. Permit holders must have a minimum of eight entrees and three sides available to its customers. Analysis: A section of the Alcoholic Beverage Code allows for the sale of mixed beverages between midnight and 2 a.m. based on the population of the county: Sec. 105.03. HOURS OF SALE: MIXED BEVERAGES. (c) In a city or county having a population of 800,000 or more, according to the last preceding federal census, or 500,000 or more, according to the 22nd Decennial Census of the United States, as released by the Bureau of the Census on March 12, 2001, a holder of a mixed beverage late hours permit may also sell and offer for sale mixed beverages between midnight and 2 a.m. on any day. (d) In a city or county other than a city or county described by Subsection (c), the extended hours prescribed in Subsection (c) of this section are effective for the sale of mixed beverages and the offer to sell them by a holder of a mixed beverages late hours permit: (1) in the unincorporated areas of the county if the extended hours are adopted by an order of the commissioners’ court; and (2) in an incorporated city or town if the extended hours are adopted by an ordinance of the governing body of the city or town. (e) A violation of a city ordinance or order of a commissioners’ court adopted pursuant to Subsection (d) of this section is a violation of this code. Since most of Coppell resides in Dallas County, an ordinance would simply amend the current process and permit for the sale and service until 2 a.m. However, alcohol permit holders in Denton County would not qualify for this provision unless we specifically stated permission in the amended ordinance. Legal: The new ordinance permits the sale of mixed beverages with food service until 2 a.m. Monday- Saturday, and from 10 a.m. and noon on Sundays. It also accounts for the facilities operating within the physical boundary of the city limits. Recommendation: Should City Council choose to consider amending the current alcohol ordinance, it is advised, yet not required, that we publish notice in the newspaper and conduct a public hearing for the community’s input. MEMORANDUM To: Mike Land, City Manager From: Christel Pettinos, City Secretary Date: July 24, 2018 Reference: Sense of Community: Residents and Businesses Welcomed, Engaged and Contributing to the Community – Investigate broadcasting Council Work Sessions Introduction: When considering video recording options for work session meetings, the largest obstacle is the number of rooms in which meetings are held for various work sessions. AV Capture has developed an option to video and/or audio record meetings without hard-wired equipment and servers. This inexpensive solution allows for live streaming, on-demand viewing, does not require proprietary hardware or software, is portable, and can be stored and archived locally. The videos can be indexed and synched to our legislative agenda system and has search capability on the City’s webpage. Analysis: The alternative option was to have an audio video company bid a project to hard-wire video capturing equipment to the First and Second Floor Conference Rooms and tie into the cable network. However, since the City Council meets at numerous facilities, this did not appear to be a practical possibility. Fiscal Impact: The recording application is software-based and can be installed on any Windows 7+ desktop. An ambient microphone is recommended and a portable, light-weight video camera can be purchased from online. Subscribing to the Plus Package for $399/month allows 500 hours of public access to videos, 2,500 hours of archived videos and 500 unique IP addresses to view Live Streaming. Installation, training, customer support and upgrades are all included and have no hidden service charges or setup fees. A cost sheet has been attached. Basic Plus Premium Recording Application Public Access 100 500 Unlimited Archive 500 2,500 Unlimited LIVE Streaming 500 Unlimited Installation & Training Unlimited Customer Support Upgrades & Updates Subscription Package Price:$199/mo $399/mo $599/mo* Contact Sales: 1-888-360-2822 / sales@avcaptureall.com *Plan limited to populations under 500,000. Contact Sales for larger population pricing. Support Legislative Solution For Legislative & Executive Bodies Subscription Package Includes: Software Services System Requirements Audio/Video – Recording PC OS: Windows 10, 8.1 or 7 (32 or 64 bit) CPU: i7 quad core RAM: 8 GB HDD: 1 TB min (7200 RPM SATA or SSD) Graphics: Integrated – Intel HD 4000 or better. Discrete: Comparable Software: MS Word 2016, 2013, 2010 or 2007 Audio-Only – Recording PC OS: Windows 10, 8.1 or 7 (32 or 64 bit) CPU: i5 quad core RAM: 4 GB HDD: 500 GB min (7200 RPM SATA or SSD) Graphics: Integrated – Intel HD 3500 or better. Discrete: Comparable Software: MS Word 2016, 2013, 2010 or 2007 Legislative Smith County, TX Terri Gerber IT DBA tgerber@smith-county.com (903)590-4655 Website Link City of Gun Barrel City, TX Gerry Boren City Manager gboren@gunbarrelcity.net (903) 887-1087 Website Link City of Owasso, OK Teresa Wilson Director of IT twillson@CityOfOwasso.com 918-376-1514 Website Link City of Watauga, TX Brad Fraley MIS Manager bradleyfraley@ci.watauga.tx.us 817-514-5824 Website Link Moore County, NC Darlene Yudell Chief Information Officer dyudell@co.moore.nc.us 910-947-7100 Website Link City of Burlington, NC Rachel Hawley Public Information Officer rhawley@ci.burlington.nc.us 336-222-5076 Website Link City of Palestine, TX Janelle Williams City Secretary, TRMC jwilliams@palestine-tx.org 903-731-8414 Website Link (Audio Only) City of Canton, TX Julie Seymor City Secretary jseymore@cantontex.com 903-567-1841 Website Link Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4055 File ID: Type: Status: 2018-4055 Presentation Presentations 1Version: Reference: In Control: City Secretary 07/17/2018File Created: Final Action: DFW Airport PresentationFile Name: Title: Update by Sandy Lancaster, Environmental Program Manager, on the construction activity at DFW Airport. Notes: Agenda Date: 07/24/2018 Agenda Number: 6. Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4055 Title Update by Sandy Lancaster, Environmental Program Manager, on the construction activity at DFW Airport. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4055) Business Prosperity Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4056 File ID: Type: Status: 2018-4056 Presentation Presentations 1Version: Reference: In Control: City Secretary 07/17/2018File Created: Final Action: CISD PresentationFile Name: Title: School security presentation by Coppell Police Department and Coppell Independent School District. Notes: Agenda Date: 07/24/2018 Agenda Number: 7. Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4056 Title School security presentation by Coppell Police Department and Coppell Independent School District. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4056) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4050 File ID: Type: Status: 2018-4050 Agenda Item Consent Agenda 1Version: Reference: In Control: City Secretary 07/16/2018File Created: Final Action: MinutesFile Name: Title: Consider approval of the minutes: July 10, 2018. Notes: Agenda Date: 07/24/2018 Agenda Number: A. Sponsors: Enactment Date: Minutes.pdfAttachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4050 Title Consider approval of the minutes: July 10, 2018. Summary Fiscal Impact: Staff Recommendation: Approval recommended. Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4050) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 255 E. Parkway Boulevard Coppell, Texas 75019-9478 City of Coppell, Texas Minutes City Council 5:30 PM Council ChambersTuesday, July 10, 2018 KAREN HUNT CLIFF LONG Mayor Mayor Pro Tem BRIANNA HINOJOSA-FLORES NANCY YINGLING Place 2 Place 5 WES MAYS BIJU MATHEW Place 3 Place 6 GARY RODEN MARK HILL Place 4 Place 7 MIKE LAND City Manager Karen Hunt;Cliff Long;Brianna Hinojosa-Flores;Wes Mays;Gary Roden;Nancy Yingling;Biju Mathew and Mark Hill Present 8 - Also present were City Manager Mike Land, Deputy City Manager Traci Leach, City Secretary Christel Pettinos and City Attorney Alexis Allen. The City Council of the City of Coppell met in Regular Called Session on Tuesday, July 10, 2018, at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. Call to Order1. Mayor Hunt called the meeting to order, determined that a quorum was present and convened into the Executive Session at 5:42 p.m. Executive Session (Closed to the Public) 1st Floor Conference Room2. Section 551.087, Texas Government Code - Economic Development Negotiations. Discussion regarding economic development negotiations south of Bethel Rd. and west of Belt Line Rd. Discussed under Executive Session Page 1City of Coppell, Texas July 10, 2018City Council Minutes Work Session (Open to the Public) 1st Floor Conference Room3. A.Discussion regarding bike sharing ordinance. B.Discussion regarding additional seating options for the Coppell Arts Center. C.Discussion regarding late hours ordinance. D.Discussion regarding video recording and broadcast of work session meetings. E.Discussion regarding agenda items. Mayor Hunt adjourned the Executive Session at 6:17 p.m. and convened into the Work Session. Work Session Items A and B were presented, but Items C and D were postponed until the July 24th meeting. Regular Session (Open to the Public) Mayor Hunt adjourned the Work Session at 7:30 p.m. and reconvened into the Regular Session. Invocation 7:30 p.m.4. Fr. Tim Cherry with Church of the Apostles gave the Invocation. Pledge of Allegiance5. Mayor Hunt and the City Council led those present in the Pledge of Allegiance. 6.Swearing in of Council Place 6. Judge Terry Landwehr swore in Biju Mathew as Councilmember Place 6. At this time, the makeup of the City Council is as follows: Karen Hunt, Mayor Cliff Long, Mayor Pro Tem Brianna Hinojosa-Flores, Place 2 Wes Mays, Place 3 Gary Roden, Place 4 Nancy Yingling, Place 5 Biju Mathew, Place 6 Mark Hill, Place 7 7.Introduction of new Chamber Executive. City Manager Mike Land introduced Ellie Braxton-Leveene, CEO and President of the Coppell Chamber of Commerce. 8.Presentation by Allies in Community. Tasnim Benhalim with Diversity Wealth made a presentation to the City Council on Allies in Community. Page 2City of Coppell, Texas July 10, 2018City Council Minutes 9.Presentation on the Vision 2040 Strategic Plan Process. Molly Bujanda, Community Programs Manager, made a presentation to the City Council on the Vision 2040 Strategic Plan Process. Citizens’ Appearance10. Mayor Hunt asked for those who signed up to speak: 1) Don Carroll, 924 Hidden Hollow Ct., spoke in regards to the DART Cotton Belt Line and the residents' concerns with safety, wildlife, additional vehicular noise and aesthetics. 2) Kal Yella, 929 Crestview Dr., spoke in regards to the residents' concerns with the DART Cotton Belt Line and requested a physical barrier between the rail track and the homes. 3) Anne Puente, 696 Hollow Circle, spoke in regards to the residents' concerns with the DART Cotton Belt Line. Consent Agenda11. A.Consider approval of the minutes: June 12 and June 26, 2018. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. B.Consider approval to enter into a contract with Scodeller Construction, Inc. for annual crack and joint sealing; in the amount of $100,000.00; as budgeted in Infrastructure Maintenance Funds FY 2018/19; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. C.Consider approval of an Ordinance for PD-221R3R3-HC, Point West - Sun Holdings, being a zoning request from PD-221R3-HC (Planned Development-221 Revision 3-Highway Commercial) to PD-221R3R3-HC (Planned Development-221 Revision 3 Revised 3-Highway Commercial) to attach a Detail Site Plan for an 8,526 square foot retail/restaurant building on 1.9 acres of land (Lot 1R-1), and to amend the Concept Plan on Lot 1R-8 (3.6 acres) and attach a Detail Plan for a parking lot on one (1) acre and retain the Concept Plan for a Hotel on the remaining 2.6 acres of property located at the northwest corner of IH-635 and S. Belt Line Road, and authorizing the Mayor to sign. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. Page 3City of Coppell, Texas July 10, 2018City Council Minutes Enactment No: OR 91500-A-726 D.Consider approval of the resignation of Ryan Burroughs from the Economic Development Committee and Biju Mathew from the Coppell Recreation Development Corporation. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. E.Consider approval of the resignation of Marvin Franklin from the Coppell Recreation and Development Corporation and accept the appointment of Cliff Long to fill the unexpired term. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. F.Consider approval of the Bidding and Construction Phase Services (Phases 4 and 5), as detailed in the approved professional services agreement with Corgan Associates, Inc., totaling $245,250, for architectural and engineering services related to the Coppell Arts Center; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. G.Consider approval to enter into a design contract with Alan Plummer Associates; for the preliminary design analysis for the Sandy Lake lift station; in the amount of $161,467.00; as budgeted in the Water/Sewer fund; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that Consent Agenda Items A-G be approved. The motion passed by an unanimous vote. End of Consent Agenda 12.PUBLIC HEARING: Consider approval of PD-292R-SF-12, Coppell Middle School East, being a zoning request from PD-292-SF-12 (Planned Development 292-SF-12) to PD-292R-SF-12 (Planned Development 292 Revised-SF-12) to allow the construction of a 7,800-square foot classroom addition, 13,800-square foot gym addition and a 2,500-square foot cafeteria expansion (under the existing roof) on 24.7 acres of property located at 400 Mockingbird Lane, at the request of Coppell Independent School District, being represented by Louis Macias, Jr., Director of Facilities, CISD. Presentation: Marcie Diamond, Assistant Director of Planning, made a Page 4City of Coppell, Texas July 10, 2018City Council Minutes presentation to the City Council. Louis Macias, representing the applicant, answered questions of the City Council. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Councilmember Mark Hill, seconded by Councilmember Nancy Yingling, that this Agenda Item be approved subject to the following conditions: 1) Additional comments will be generated at the time detail engineering review of the grading, drainage, utility and paving plans, and building permit; and 2) This property shall be platted prior to a C.O. for any of the expansion areas. The motion passed by an unanimous vote. 13.Consider approval of award of a professional services agreement with Brown Reynolds Watford (BRW) Architects, Inc., not to exceed the amount of $1,359,755, to provide architectural and engineering services related to the design, construction documents and construction administration for the addition of Fire Station 4, relocation of Fire Station 1, Resource Storage Facility, and authorizing the City Manager to execute necessary documents. Presentation: Fire Chief Kevin Richardson made a presentation to the City Council. A motion was made by Councilmember Biju Mathew, seconded by Councilmember Gary Roden, that this Agenda Item be approved. The motion passed by an unanimous vote. 14.Discussion regarding the DART Cotton Belt Line. Deputy City Manager Traci Leach made a presentation to the City Council. John Rhone, Vice President of Capital Design and Construction with Dallas Area Rapid Transit, answered questions of the City Council. City Manager Reports - Project Updates and Future Agendas15. City Manager Mike Land updated the City Council on projects around the city. Dirt removal begins next week in Old Town. The Hunterwood Park erosion control project will begin in September and take approximately six months to complete. Work on Freeport continues with the eastern half of the bridge demolished and the pavement being removed on the east side. Regarding future agendas, there will be a Budget Workshop on July 30th and a 5th Tuesday Work Session on July 31st. Mayor and Council Reports16. Page 5City of Coppell, Texas July 10, 2018City Council Minutes Report by City Council regarding recent activities. Mayor Hunt reported fabulous feedback was received on Celebrate Coppell. Councilmembers said the Parade down Parkway was well-attended with plenty of items to hand out. The Crime Control and Prevention District and Budget Workshop will be held on Thursday, July 12th at 6:00 p.m. in the 2nd Floor Conference Room of Town Center. Additional Budget Workshops will be held on July 19th and July 30th. Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 17. Nothing to report. Necessary Action from Executive Session18. Nothing to report. Adjournment There being no further business before the City Council, the meeting was adjourned at 9:28 p.m. ________________________ Karen Selbo Hunt, Mayor ATTEST: ______________________________ Christel Pettinos, City Secretary Page 6City of Coppell, Texas Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4045 File ID: Type: Status: 2018-4045 Resolution Agenda Ready 1Version: Reference: In Control: City Council 07/16/2018File Created: Final Action: Peak Nano Optics - ResolutionFile Name: Title: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. Notes: Agenda Date: 07/24/2018 Agenda Number: B. Sponsors: Enactment Date: Peak Nano Optics-Resolution Memo.pdf, Peak Nano Optics - Resolution - Tax Abatement.pdf, Peak Nano Optics - Tax Abatement Agreement.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4045 Title Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. Summary Peak Nano Optics, LLC designs and manufactures nanolayer gradient refractive index technology . The company will lease approximately 211,100 square feet of space at 220 N. Freeport Parkway. The Tax Abatement Agreement terms for this company will be a 10 year, 75% abatement, and it will be applied to the business personal property for Peak Nano Optics, LLC. The company is locating in Reinvestment Zone No. 91, which was created by Public Hearing in May 2014. Fiscal Impact: [Enter Fiscal Impact Statement Here] Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4045) Staff Recommendation: Community Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 7/20/2018 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: July 24, 2018 Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Peak Nano Optics, LLC is a nanotechnology company looking to relocate their corporate headquarters and main manufacturing facility to Coppell. This tax abatement agreement grants a 10-year, 75% tax abatement on business personal property. Introduction: Peak Nano Optics, LLC is a nanotechnology company. The company designs and manufactures nanolayer gradient refractive index (GRIN) technology which allows for the design and manufacture of lenses with greater electro-optical performance in visible to near-infrared applications at a fraction of the size, weight and volume of currently available complex lenses. This operation will utilize state-of -the-art robotics to develop revolutionary optics for the commercial and defense industries. Peak Nano Optics will lease 211,100 square feet of space at 220 N. Freeport Parkway for their corporate headquarters and main manufacturing facility. They will be signing a 10-year lease. Peak Nano will have 125 employees at full operation. They will have a capital investment of $60,000,000 at full operation. Analysis: The Tax Abatement Agreement terms for this company will be a 10-year, 75% abatement, and it will be applied to the business personal property for Peak Nano Optics, LLC. The company is locating in Reinvestment Zone No. 91, which was created by Public Hearing in May 2014. 2 Legal Review: The documents were created by Pete Smith. Fiscal Impact: N/A Recommendation: Community Development recommends approval. 1 RESOLUTION NO. ___________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PEAK NANO OPTICS, LLC; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and Peak Nano Optics, LLC, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the use of the Leased Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The use of the Leased Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that 2 the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Co ppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of __________, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:5-15-18: TM 99277) 3 EXHIBIT “A” (copy of Tax Abatement Agreement to be attached) PAGE 1 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and among the City of Coppell, Texas (the “City”), and Peak Nano Optics, LLC, a Delaware corporation (the “Lessee”) (the City and Lessee collectively referred to as the “Parties” or singularly as a “Party”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Lessee has leased or intends to lease approximately 211,100 square feet of space in Suite 140, 220 N. Freeport Parkway, Coppell, Texas 75019 (the “Leased Premises”); and WHEREAS, Lessee designs and manufactures nanolayer gradient refractive index (GRIN) technology which allows for the design and manufacture of lenses with greater electro-optical performance in visible to near-infrared applications at a fraction of the size, weight and volume of currently available complex lenses; and WHEREAS Lessee intends to locate certain Tangible Personal Property (hereinafter defined) at the Leased Premises; and WHEREAS, Lessee’s development efforts described herein will create permanent new jobs in the City; and PAGE 2 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) WHEREAS, the City Council finds that the contemplated use of the Leased Premises (hereinafter defined), is consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Leased Premises sought are feasible and practicable, and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises are located; and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “City” shall mean the City of Coppell, Texas, acting by and through its City Manager, or designee. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the the tenth (10th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing on January 1, of the calendar year immediately following the date a c ertificate of occupancy has been issued by the City for the occupancy of the Leased Premises by Lessee. PAGE 3 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Lease” shall mean Lessee’s lease of the Leased Premises for a period of at least ten (10) years commencing on the First Year of Abatement. “Lease Inception Date” shall mean the date the term of the Lease commences but not later than August 1, 2018. “Leased Premises” shall mean Suite 140, 220 N. Freeport Parkway, Coppell, Texas 75019 containing approximately 211,100 square feet of office and warehouse/distribution space. “Lessee” shall mean Peak Nano Optics, LLC, a Delaware corporation. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Lessee, its parent company, and any affiliated or related entity controlled or own ed by Lessee, or its parent company. “Required Use” shall mean Lessee’s continuous occupancy of the Leased Premises and the continuous operation of the Leased Premises for Lessee’s corporate headquarters and the design and manufacture of nanolayer gradient refractive index (GRIN) technology which allows for the design and manufacture of lenses with greater electro -optical performance in visible to near-infrared applications at a fraction of the size, weight and volume of currently available complex lenses. “Tangible Personal Property” shall mean furniture, fixtures and equipment owned or leased by Lessee and located at the Leased Premises, subsequent to the execution of this Agreement . Tangible Personal Property shall not include inventory, supplies, Freeport Goods and Goods in Transit located at the Leased Premises. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Lessee has or intends to enter into the Lease,to locate and maintain Tangible Personal Property at the Leased Premises, and make an estimated total investment of $60 million in Tangible PAGE 4 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) Personal Property at the Leased Premises over a five (5) year period. 2.2 The Leased Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Leased Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Lessee shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Lessee is in compliance with each term of the Agreement. 2.6 The Leased Premises at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Lessee shall make an total investment of approximately $60 million in Tangible Personal Property, before depreciation, at the Leased Premises over a five (5) year period. Subject to the terms and conditions of this Agreement and provided the Taxable Value for the Tangible Personal Property is at least Fifteen Million Dollars ($15,000,000.00) (the “Minimum Taxable Value”), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Lessee an abatement of seventy-five percent (75%) of the Taxable Value of the Tangible Personal Property for a period of ten (10) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property located at the Leased Premises subsequent to the execution of this Agreement. The failure of the Tangible Personal Property to have a Taxable Value of at least Fifteen Million Dollars ($15,000,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Tangible Personal Property for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of ten (10) consecutive years beginning the First Year of Abatement. PAGE 5 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) 3.4 During the period of tax abatement herein authorized, Lessee shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation, if any, with respect to the Leased Premises. 3.5 Lessee agrees, subject to events of Force Majeure, to continuously lease (or own) and occupy the Leased Premises for a period of at least ten (10) consecutive years beginning with the First Year of Abatement. 3.6 During the term of this Agreement beginning with the First Year of Abatement the Leased Premises shall not be used for any purpose other than the Required Use and the operation and occupancy of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure. 3.7 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Lessee has leased, or intends to enter into the Lease, and locate Tangible Personal Property at the Leased Premises. Nothing in this Agreement shall obligate Lessee to enter into the Lease, or to locate Tangible Personal Property at the Leased Premises, but said actions are conditions precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Lessee’s tax abatement pursuant to this Agreement, Lessee agrees, subject to events of Force Majeure, to enter into the Lease on or before August 1, 2018 and to occupy the Leased Premises on or before January 1, 2019. 4.3 Lessee agrees to maintain the Leased Premises during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Leased Premises at reasonable times and with reasonable notice to Lessee, and in accordance with visitor access and security policies of the Lessee, in order to insure that the Leased Premises are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event the Lessee: (i) fails to lease the Leased Premises in accordance with this Agreement; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Lessee retains its right to timely and properly protest such taxes or assessment); (iii) suffers an event of “Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement or a Related Agreement, then Lessee, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Lessee shall, within thirty (30) days PAGE 6 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) after demand, pay to the City all taxes which otherwise would have been paid by the Lessee to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Lessee, its successors and assigns and shall constitute a tax lien against the Tangible Personal Property, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 5.2 Upon breach by Lessee of any of the obligations under this Agreement, the City shall notify Lessee in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and Lessee has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If Lessee fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to Lessee. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Tangible Personal Property without tax abatement for the years in which tax abatement hereunder was received by Lessee, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of Lessee pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Tangible Personal Property. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Lessee shall annually render the value of the Tangible Personal Property to the Appraisal District and provide a copy of the same to the City upon written request. PAGE 7 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 North Akard Dallas, Texas 75201 If intended for Lessee: Attn:Brian Trueblood Peak Nano Optics, LLC 8951 Cypress Waters Blvd, Suite 140 Coppell, Texas 75019 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement governed by the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. PAGE 8 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.9 Employment of Undocumented Workers. During the term of this Agreement Lessee agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Lessee shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Lessee is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Lessee is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Lessee or by a person with whom such Lessee contracts. 8.10 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] PAGE 9 TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PEAK NANO OPTICS, LLC (TM 99274) EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. PEAK NANO OPTICS, LLC By: Name: Title: Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4047 File ID: Type: Status: 2018-4047 Agenda Item Agenda Ready 2Version: Reference: In Control: City Council 07/16/2018File Created: Final Action: Peak Nano Optics - Eco Dev IncentiveFile Name: Title: Consider approval of an Economic Development Agreement by and between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. Notes: Agenda Date: 07/24/2018 Agenda Number: C. Sponsors: Enactment Date: Peak Nano Optics- Economic Development Incentive Agreement Memo.pdf, Peak Nano Optics - Economic Development Agreement.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 2 07/24/2018City Council Text of Legislative File 2018-4047 Title Consider approval of an Economic Development Agreement by and between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. Summary Executive Summary: Peak Nano Optics, LLC designs and manufactures nanolayer gradient refractive index technology. The company will lease approximately 211,100 square feet of space at 220 N. Freeport Parkway. The Economic Development Incentive Agreement authorizes a cash grant of $1,000 per employment position for up to 125 employees with an annual salary of $75,000 or greater. Fiscal Impact: The funds for this incentive agreement will be provided by the General Fund - Designated Fund balance for economic development. (Up to $125,000.) Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4047) Staff Recommendation: Community Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 7/20/2018 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: July 24, 2018 Reference: Consider approval of an Economic Development Incentive Agreement by and between the City of Coppell and Peak Nano Optics, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Peak Nano Optics, LLC is a nanotechnology company looking to relocate their corporate headquarters and main manufacturing facility to Coppell. This incentive offer authorizes a cash grant based on employment positions. Introduction: Peak Nano Optics, LLC is a nanotechnology company. The company designs and manufactures nanolayer gradient refractive index (GRIN) technology which allows for the design and manufacture of lenses with greater electro-optical performance in visible to near-infrared applications at a fraction of the size, weight and volume of currently available complex lenses. This operation will utilize state-of -the-art robotics to develop revolutionary optics for the commercial and defense industries. Peak Nano Optics will lease 211,100 square feet of space at 220 N. Freeport Parkway for their corporate headquarters and main manufacturing facility. They will be signing a 10-year lease. Peak Nano will have 125 employees at full operation. They will have a capital investment of $60,000,000 at full operation. Analysis: This Economic Development Incentive Agreement grants a one-time cash grant of $1,000 per employment position with an annual salary of $75,000 or greater. The grant is capped at 125 employment positions. 2 Legal Review: The documents were created by Pete Smith. Fiscal Impact: N/A Recommendation: Community Development recommends approval. 1 RESOLUTION NO. ______________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN ECONOMIC DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PEAK NANO OPTICS, LLC; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Economic Development Agreement by and between the City of Coppell, Texas, and Peak Nano Optics, LLC (the “Agreement”), a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN HUNT, MAYOR 2 ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:5-15-18:TM 99276) EXHIBIT “A” 3 (copy of Economic Development Agreement to be attached) Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4049 File ID: Type: Status: 2018-4049 Agenda Item Agenda Ready 1Version: Reference: In Control: Information Systems 07/16/2018File Created: Final Action: Adobe RenewalFile Name: Title: Consider approval of a three-year Enterprise License Agreement for Adobe Acrobat per TIPS/TAPS Contract Number 3071615 to CDWG; subject to the approval as to form of the City Attorney; as budgeted in the amount of $58,725.00 per year for a total of $176,175.00; and authorizing the City Manager to sign. Notes: Agenda Date: 07/24/2018 Agenda Number: D. Sponsors: Enactment Date: Adobe ELA memo.pdf, Coppell Adobe ETLA 3YR_7-18.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4049 Title Consider approval of a three-year Enterprise License Agreement for Adobe Acrobat per TIPS/TAPS Contract Number 3071615 to CDWG; subject to the approval as to form of the City Attorney; as budgeted in the amount of $58,725.00 per year for a total of $176,175.00; and authorizing the City Manager to sign. Summary Fiscal Impact: Funds have been budgeted in the Information Systems, Online Subscription account for this Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4049) agreement. (01-11-01-4371) Staff Recommendation: Approval recommended. Goal Icon: Sustainable City Government Business Prosperity Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 1 MEMORANDUM To: Mayor and City Council From: Jerod Anderson, Assistant Chief Information Officer Date: July 16, 2018 Reference: Consider approval of a three-year Enterprise License Agreement for Adobe Acrobat per TIPS/TAPS Contract Number 3071615 to CDWG; subject to the approval as to form of the City Attorney; as budgeted in the amount of $58,725.00 per year for a total of $176,175.00; and authorizing the City Manager to sign. 2030: Sustainable City Government Introduction: As part of the Information Systems Strategic Plan we identified the need to establish an enterprise licensing model for Adobe. Analysis: In 2015, the City entered into an Enterprise License Agreement for Adobe to reduce costs and improve consistency. The original term of that agreement was three years. Therefore, it is time to renew the agreement. The agreement will allow the city to standardize on the most current version of Adobe across the organization. In addition, we will have the ability to stay current with the latest version for the life of the agreement. CDW Government is an authorized Adobe reseller on the State of Texas DIR contract. Legal Review: Agenda item was reviewed by Attorney, Ms. Alexis Allen on 7/16/2018. Fiscal Impact: The agreement is a three-year term at a cost of $58,725.00 per year for a total of $176,175.00. 2 Recommendation: The Information Systems Department recommends approval. CUSTOMER:City of Coppell CONTACT:Jerod Anderson 255 E Parkway Blvd Coppell, TX 75019 Contract: TIPS/TAPS Software Agreement 3071615 QUOTE #7172018 REV #:1 QTY PART #DESCRIPTON UNIT COST EXT. COST 250 65290894 Acrobat DC Pro with Services - 12 month license 7/31/18 - 7/30/19 $147.00 $36,750.00 5000 65283024 Adobe Sign Enterprise Per Transaction - 12 Months 7/31/18 - 7/30/19 $0.00 $0.00 25 65274430 Adobe Creative Cloud Desktop App - License & Maintenance - 12 Months *Restricted to CCE All Apps* 7/31/18 - 7/30/19 $775.00 $19,375.00 2000 65283024 Adobe Sign Enterprise Per Transaction - 12 Months 7/31/18 - 7/30/19 $1.30 $2,600.00 Year 1 Subtotal $58,725.00 250 65290894 Acrobat DC Pro with Services - 12 month license 7/31/19 - 7/30/20 $147.00 $36,750.00 5000 65283024 Adobe Sign Enterprise Per Transaction - 12 Months 7/31/19 - 7/30/20 $0.00 $0.00 25 65274430 Adobe Creative Cloud Desktop App - License & Maintenance - 12 Months *Restricted to CCE All Apps* 7/31/19 - 7/30/20 $775.00 $19,375.00 2000 65283024 Adobe Sign Enterprise Per Transaction - 12 Months 7/31/19 - 7/30/20 $1.30 $2,600.00 Year 2 Subtotal $58,725.00 250 65290894 Acrobat DC Pro with Services - 12 month license 7/31/20 - 7/30/21 $147.00 $36,750.00 5000 65283024 Adobe Sign Enterprise Per Transaction - 12 Months 7/31/20 - 7/30/21 $0.00 $0.00 25 65274430 Adobe Creative Cloud Desktop App - License & Maintenance - 12 Months *Restricted to CCE All Apps* 7/31/20 - 7/30/21 $775.00 $19,375.00 2000 65283024 Adobe Sign Enterprise Per Transaction - 12 Months 7/31/20 - 7/30/21 $1.30 $2,600.00 Year 3 Subtotal $58,725.00 SUBTOTAL $176,175.00 -$ $176,175.00 Corporate Headquarters: 176,175.00$ Prepared By: July 18, 2018 Dave Edwards 312-547-2885 daveedw@cdwg.com Year 1 ADDRESS: Year 2 Year 3 Will Call & Third Party Pickup 200 North Milwaukee Ave. Vernon Hills, IL 60061 FREIGHT GRAND TOTAL Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4059 File ID: Type: Status: 2018-4059 Agenda Item Agenda Ready 1Version: Reference: In Control: City Secretary 07/19/2018File Created: Final Action: Corgan AmendmentFile Name: Title: Consider approval of the architectural design and engineering services, service request number 3, within the approved professional services agreement with Corgan Associates, Inc.; totaling $156,500 for the Coppell Arts Center theater seating expansion; and authorizing the City Manager to sign. Notes: Agenda Date: 07/24/2018 Agenda Number: E. Sponsors: Enactment Date: OTAC - Corgan architectural design Memo.pdf, Old Town Arts Center Additional Service Request 3 Letter.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4059 Title Consider approval of the architectural design and engineering services, service request number 3, within the approved professional services agreement with Corgan Associates, Inc.; totaling $156,500 for the Coppell Arts Center theater seating expansion; and authorizing the City Manager to sign. Summary Fiscal Impact: The funds for this change order will be provided by the CRDC ½% sales tax. Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4059) Staff Recommendation: Approval recommended. Goal Icon: Sustainable City Government Business Prosperity Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018 MEMORANDUM To: Mayor and City Council From: Noel Bernal, Deputy City Manager Date: July 24, 2018 Reference: Consider approval of the architectural design and engineering services, service request number 3, within the approved professional services agreement with Corgan Associates, Inc.; totaling $156,500 for the Coppell Arts Center theater seating expansion; and authorizing the City Manager to sign. 2030: Community Wellness and Enrichment Strategy – Goal 1: Community Gathering Places and Goal 3: Expand Cultural Arts Amenities and Opportunities. General Information: • On July 10, 2018 the Coppell City Council approved additional theater seating from approximately 300 seats to 440. Analysis: Based on City Council direction at the July 10th meeting, Corgan Associates, Inc. has provided an amendment to their professional services agreement for additional architectural design and engineering services for the expanded theatre seating at the Coppell Arts Center. The scope of work includes services related to the additional architectural design including planning and zoning, construction documents, bid services, progress meetings, and an update to the City Council. The estimated schedule for completion is approximately eight (8) weeks. Legal Review: The City’s legal counsel previously reviewed the contract. Fiscal Impact: The additional architectural design and engineering services totaling $187,500 is being funded through available Coppell Recreation Development Corporation (CRDC) funds. Recommendation: The City Manager’s Office recommends authorizing Corgan Associates, Inc. to perform the architectural design and engineering services totaling $187,500. It is anticipated that approval of this item will be requested from the CRDC during their meeting scheduled for July 25, 2018. ARCHITECTURE INTERIOR DESIGN 401 North Houston Street Dallas, Texas 75202 214 748 2000 W W W . C O R G A N . C O M 17 July 2018 Revised Mike Land City of Coppell City Manager 255 E. Parkway Blvd Coppell, Texas 75019 Re: City of Coppell Old Town Arts Center Additional Service Request 3 Dear Mike, As per previous discussion and direction, we submit this proposal for additional architectural design and engineering services for the Old Town Arts Center. Project Understanding We understand the additional scope of work to include architectural design and engineering services associated with increasing the Old Town Arts Center Main Hall to approximately 440 seats. The following scope of work is included in this proposal for additional architectural design services. Construction Documentation services associated with the area and volume increase. Bid services associated with the increased size Progress meetings with your team, Program Manager, and Construction Manager. Schedule We understand the need to expeditiously proceed with the design and engineering services and anticipate approximately eight weeks to complete the tasks. The schedule for bid services associated with the area increase is assumed to be coincident with the p ermitting and construction administrative phases. Compensation We have performed manhour projections to determine the amount of time necessary to complete the tasks. Our fee to perform the scope of work described in the Project Understanding section above will be One Hundred Fifty-Six Thousand Five Hundred Dollars ($156,500) as itemized in Appendix B. City of Coppell Old Town Arts Center 2 17 July 2018 Revised City Of Coppell Old Town Arts Center Additional Service Request 3 Letter 07-17-18 Revised.Docx Mike, we truly appreciate this opportunity and look forward to meeting your architectural needs and making a successful project for all of us. We are ready to commence with the work upon receipt of your formal authorization to proceed. Please call us with any questions or comments. Sincerely, R. Kirk Johnson, AIA, LEED Fellow Mary Hart, AIA, LEED AP BD+C Director of Sustainable Design Principal ___________________________________________ Mike Land City Manager City of Coppell ___________________________________________ Date City of Coppell Old Town Arts Center 3 17 July 2018 Revised City Of Coppell Old Town Arts Center Additional Service Request 3 Letter 07-17-18 Revised.Docx EXHIBIT B ADD SERVICE 03 REVISED 07.17.2018 BASIC SERVICES CD BD CA Total CORGAN $ 77,500 $ 12,000 $ - $ 89,500 456 MH 88 MH 0 MH 684 MH CONSULTANT Structural- L.A. Fuess, Inc. $ 27,000 $ - $ - $ 27,000 MEP. FP- TLC Engineering $ 10,000 $ - $ - $ 10,000 Civil- Pacheco Koch $ 5,500 $ - $ - $ 5,500 Landscape- Pacheco Koch $ 5,500 $ - $ - $ 5,500 Acoustic- Jaffe Holden $ 5,000 $ - $ - $ 5,000 Low Voltage- TLC Engineering $ - $ - $ - $ - Audio | Visual- Jaffe Holden $ 4,500 $ - $ - $ 4,500 Building Enclosure. Curtain Wall $ - $ - $ - $ - Building Enclosure. Roofing- TBD $ - $ - $ - $ - Theater - Schuler Shook $ 9,580 $ - $ - $ 9,580 Energy Modeling- TLC Engineering $ - $ - $ - $ - Code Commissioning- TLC Engineering $ - $ - $ - $ - CONSULTANT Sub-Totals $ 67,000 $ - $ - $ 73,000 TOTAL BASIC SERVICES $ 144,500 $ 12,000 $ - $ 156,500 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4038 File ID: Type: Status: 2018-4038 Agenda Item Agenda Ready 1Version: Reference: In Control: Finance 07/16/2018File Created: Final Action: Oridnance for CO, Series 2018 SalesFile Name: Title: Consider approval of an Ordinance authorizing the issuance of Combination Tax and Limited Surplus Revenue Certificates of Obligations in the maximum amount of $46,165,000 for street projects, public safety facilities for the fire department, expansion of the City -owned cemetery, a performing arts center, and water and sewer projects, and authorizing the Mayor to sign. Notes: Agenda Date: 07/24/2018 Agenda Number: 10. Sponsors: Enactment Date: Bond Sale Memo to Council.pdf, Coppell CO 2018- -draft ordinance.pdf, Coppell S&P Rating for Series 2018 7-10-2018.pdf, Coppell Moodys.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4038 Title Consider approval of an Ordinance authorizing the issuance of Combination Tax and Limited Surplus Revenue Certificates of Obligations in the maximum amount of $46,165,000 for street projects, public safety facilities for the fire department, expansion of the City -owned cemetery, a performing arts center, and water and sewer projects, and authorizing the Mayor to sign. Summary See attached memo. Fiscal Impact: Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4038) The impact of this bond sale will be incorporated in the various City’s Debt Service Funds. Staff Recommendation: The Finance Department recommends approval of this ordinance. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 7/20/2018 MEMORANDUM To: Mayor and City Council From: Jennifer Miller, Director of Finance Date: July 24, 2018 Reference: Consider approval of an ordinance authorizing the issuance of Combination Tax and Limited Surplus Revenue Certificates of Obligations in the maximum amount of $46,165,000 for street projects, public safety facilities for the fire department, expansion of the City-owned cemetery, a performing arts center, and water and sewer projects 2030: Sustainable City Government Introduction: This item is being presented for approval of the issuance and sale of Combination Tax and Limited Surplus Revenue Certificates of Obligations to acquire, construct, install and equip additions, improvement, and equipment for the Water and Sewer System; construct and improve streets and roads including related drainage, signalization, landscaping, sidewalks, lighting, utility relocation and replacement, bridges, signage, and streetscape improvements; constructing, improving and equipping public safety facilities for the fire department, including the design, construction, renovation and equipment of fire stations and the acquisition of land and rights-of-way; the construction of improvements to a City-owned cemetery; the construction, acquisition and equipment of a performing arts center including the construction acquisition and equipment of related parking facilities, related roads, streets and water and sewer facilities; and payment of the costs associated with the issuance of the Certificates. The maximum amount of the Combination Tax and Limited Surplus Revenue Certificates of Obligation that may be authorized for the above described projects is $46,165,000. Analysis: State law requires the approval of this Ordinance prior to the sale of the Combination Tax and Limited Surplus Revenue Certificates of Obligation. The projects to be funds with these bond proceeds are broken down below for your review. Fire Station: $10,000,000 Cemetery Expansion: 6,500,000 Asphalt Overlay: 1,500,000 Performing Arts Center: 16,000,000 Advance Water Meter Project: 6,800,000 Water Tower #1: 1,200,000 Inflow and Infiltration Project: 3,000,000 Village Parkway Pump Station Generator: 1,000,000 Bond Issue Costs 165,000 Total $46,165,000 Legal Review: The related bond issuance and sale documents have been prepared by Chris Settles, the City of Coppell’s bond attorney. Fiscal Impact: The impact of this bond sale will be incorporated in the various City’s Debt Service Funds. Recommendation: The Finance Department recommends approval of this ordinance. CERTIFICATE FOR ORDINANCE THE STATE OF TEXAS § COUNTIES OF DALLAS AND DENTON § CITY OF COPPELL § We, the undersigned officers of the City of Coppell, Texas (the "City"), hereby certify as follows: 1. The City Council (the "Council") of the City convened in a regular meeting on July 24, 2018, at the designated meeting place, and the roll was called of the duly constituted officers and members of the Council, to wit: Karen Hunt, Mayor Wes Mays Nancy Yingling, Mayor Pro Tem Gary Roden Cliff Long Biju Mathew Brianna Hinojosa-Flores Mark Hill Christel Pettinos, City Secretary and all of said persons were present except _____________________________________, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF COPPELL, TEXAS, COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES; APPROVING AN OFFICIAL STATEMENT; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT was duly introduced for the consideration of the Council. It was then duly moved and seconded that said Ordinance be adopted and, after due discussion, said motion, carrying with it the adoption of said Ordinance, prevailed and carried with all members present voting "AYE" except the following: NOES: ABSTAIN: 2. A true, full and correct copy of the aforesaid Ordinance adopted at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Ordinance has been duly recorded in the Council's minutes of said meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Council's minutes of said meeting pertaining to the adoption of said Ordinance; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, and that said Ordinance would be introduced and considered for adoption at said meeting, and each of said officers and members consented, in advance, to the holding of said meeting for such purpose, and that said meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. The Council has approved and hereby approves the aforesaid Ordinance; the Mayor and the City Secretary of the City have duly signed said Ordinance; and the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Ordinance for all purposes. SIGNED AND SEALED ON JULY 24, 2018. _________________________________ __________________________________ Christel Pettinos, City Secretary Karen Selbo Hunt, Mayor City of Coppell City of Coppell (City Seal) AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF COPPELL, TEXAS, COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID CERTIFICATES; APPROVING AN OFFICIAL STATEMENT; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, the City Council (the "Council") of the City of Coppell, Texas (the "City" or "Issuer"), deems it advisable to issue it "City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018" (the "Certificates") in the amount of $46,165,000 for the purposes hereinafter set forth; and WHEREAS, the Certificates hereinafter authorized and designated are to be issued and delivered for cash pursuant to Subchapter C of Chapter 271, Local Government Code; and Chapter 1502 Texas Government Code; and WHEREAS, the Council has heretofore passed three resolutions authorizing and directing the City Secretary to give notice of the City's intention to issue Certificates, and each notice has been duly published in a newspaper of general circulation in the City, said newspaper being a "newspaper" as defined in Section 2051.044, Texas Government Code; and WHEREAS, the City received no petition from the qualified electors of the City protesting the issuance of such Certificates; and WHEREAS, during the preceding three years, the Issuer has not submitted a bond proposition to authorize the issuance of bonds for any of the purposes for which the Certificates are hereby being issued and which proposition was disapproved by voters; and WHEREAS, it is considered to be to the best interest of the City that said interest-bearing Certificates be issued; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code, Chapter 551; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: Section 1. RECITALS, AMOUNT AND PURPOSE OF THE CERTIFICATES. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The Certificates are hereby authorized to be issued and delivered in the aggregate principal amount of $46,165,000 for paying all or a portion of the Issuer's contractual obligations incurred in connection with: (i) acquiring, constructing, installing and equipping additions, improvements, extensions and equipment for the City's waterworks and sewer system (the "System"), (ii) constructing and improving streets and roads, including related drainage, signalization, landscaping, sidewalks, lighting, utility relocation and replacement, bridges, signage and streetscape improvements, (iii) constructing, improving and equipping public safety facilities for the fire department, including the design, construction, renovation and equipment of fire stations and the acquisition of land and rights-of-way therefor, (iv) the construction of improvements to a City-owned cemetery, (v) the construction, acquisition and equipment of a performing arts center, (vi) the construction, acquisition and equipment of related parking facilities, related roads, streets and water and sewer facilities and other related improvements that enhance any of the items listed 2 in clause (v) above and (vii) paying legal, fiscal and engineering fees in connection with such projects and to pay costs of issuance of the Certificates (collectively, the "Project"). Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES AND INTEREST RATES OF CERTIFICATES; REDEMPTION PROVISIONS. (a) Each certificate issued pursuant to this Ordinance shall be designated: "CITY OF COPPELL, TEXAS, COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2018," and initially there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest coupons, dated July 15, 2018, in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with certificates issued in replacement thereof being in the denominations and principal amounts hereinafter stated and numbered consecutively from R1 upward, payable to the respective Registered Owners thereof (with the initial certificate being made payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said certificates or any portion or portions thereof (in each case, the "Registered Owner"), and said certificates shall mature and be payable serially on the dates and in the principal amounts, respectively, and shall bear interest from the Issuance Date set forth in the FORM OF CERTIFICATE set forth in Exhibit A of this Ordinance to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the following schedule: Maturity Date (February 1) Principal Amount Interest Rate 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 The term "Certificates" as used in this Ordinance shall mean and include collectively the certificates initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement certificates issued pursuant hereto, and the term "Certificate" shall mean any of the Certificates. 3 (b) The Certificates shall be subject to redemption prior to maturity as set forth in the FORM OF CERTIFICATE attached hereto as Exhibit A. Section 3. CHARACTERISTICS OF THE CERTIFICATES. (a) Registration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of U.S. Bank National Association, Dallas, Texas (the "Paying Agent/Registrar") books or records for the registration of the transfer, conversion and exchange of the Certificates (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 registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar Agreement in the form presented at the meeting at which this Ordinance is adopted is hereby approved. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the registered owner of each Certificate to which payments with respect to the Certificates 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. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Certificate or Certificates. Registration of assignments, transfers, conversions and exchanges of Certificates shall be made in the manner provided and with the effect stated in the FORM OF CERTIFICATE set forth in this Ordinance. Each substitute Certificate shall bear a letter and/or number to distinguish it from each other Certificate. (b) Except as provided in Section 3(d) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Certificate, date and manually sign said Certificate, and no such Certificate shall be deemed to be issued or outstanding unless such Certificate is so executed. The Paying Agent/Registrar promptly shall cancel all paid Certificates and Certificates surrendered for conversion and exchange. 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 of any Certificate or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Certificates in the manner prescribed herein, and said Certificates shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Certificates as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Certificate, the converted and exchanged Certificate shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Certificates that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General and registered by the Comptroller of Public Accounts. (c) Payment of Certificates 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 Certificates, 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 Certificates, and of all conversions and exchanges of Certificates, and all replacements of Certificates, 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 past due interest 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 registered owner appearing on the 4 Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (d) In General. The Certificates (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Certificates to be payable only to the registered owners thereof, (ii) may be redeemed prior to their scheduled maturities, (iii) may be converted and exchanged for other Certificates, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Certificates shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Certificates, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF CERTIFICATE set forth in this Ordinance. The Certificate initially 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 Certificate issued in conversion of and exchange for any Certificate or Certificates issued under this Ordinance the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF CERTIFICATE. (e) The Issuer covenants with the registered owners of the Certificates that at all times while the Certificates are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Certificates 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 Certificates, 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 Certificates, 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. (f) Except as provided below, no Certificate shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Certificate of Paying Agent/Registrar on all of the Certificates. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Certificate delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller of Public Accounts of the State of Texas or by his duly authorized agent, which certificate shall be evidence that the Initial Certificate has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (g) Book-Entry Only System. The Certificates issued in exchange for the Certificate initially issued to the Purchaser specified herein shall be initially issued in the form of a separate single fully registered Certificate for each of the maturities thereof. Upon initial issuance, the ownership of each such 5 Certificate shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Certificates shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Certificates 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 securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Certificates. 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 DTC Participant with respect to any ownership interest in the Certificates, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Certificates, as shown on the Registration Books, of any notice with respect to the Certificates, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Certificates, as shown in the Registration Books of any amount with respect to principal of or interest on the Certificates. 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 Certificate is registered in the Registration Books as the absolute owner of such Certificate for the purpose of payment of principal and interest with respect to such Certificate, for the purpose of registering transfers with respect to such Certificate, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Certificates only to or upon the order of the Registered 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 and interest on the Certificates to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Certificate evidencing the obligation of the Issuer to make payments of principal and interest 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 words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. The previous execution and delivery of the Blanket Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Certificates. (h) Successor Securities Depository; Transfers Outside Book-Entry Only System. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the representations letter of the Issuer to DTC or that it is in the best interest of the beneficial owners of the Certificates that they be able to obtain certificated Certificates, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A 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 Certificates to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Certificates and transfer one or more separate certificated Certificates to DTC Participants having Certificates credited to their DTC accounts. In such event, the Certificates 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 Registered Owners transferring or exchanging Certificates shall designate, in accordance with the provisions of this Ordinance. (i) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Certificate is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Certificate and all notices with respect to such Certificate shall be made and given, respectively, in the manner provided in the representations letter of the Issuer to DTC. 6 (j) Cancellation of Initial Certificate. On the closing date, one initial Certificate representing the entire principal amount of the Certificates, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor or Mayor Pro Tem and City Secretary of the Issuer, approved by the Attorney General of Texas, and registered and manually signed by the Comptroller of Public Accounts of the State of Texas, will be delivered to such purchaser or its designee. Upon payment for the initial Certificate, the Paying Agent/Registrar shall cancel the initial Certificate and deliver to the Depository Trust Company on behalf of such purchaser one registered definitive Certificate for each year of maturity of the Certificates, in the aggregate principal amount of all of the Certificates for such maturity. (k) Conditional Notice of Redemption. With respect to any optional redemption of the Certificates, unless certain prerequisites to such redemption required by this Ordinance have been met and money sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed will have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the Issuer will not redeem such Certificates, and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that such Certificates have not been redeemed. Section 4. FORM OF CERTIFICATES. The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be substantially in the form provided in Exhibit A, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. Section 5. INTEREST AND SINKING FUND; SURPLUS REVENUES. (a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the Issuer at an official depository bank of said Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of said Issuer, and shall be used only for paying the interest on and principal of said Certificates. All amounts received from the sale of the Certificates as accrued interest shall be deposited upon receipt to the Interest and Sinking Fund, and all ad valorem taxes levied and collected for and on account of said Certificates shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Certificates are outstanding and unpaid, the governing body of said Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the interest on said Certificates as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Certificates as such principal matures (but never less than 2% of the original amount of said Certificates as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of said Issuer, with full allowances 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 said Issuer, for each year while any of said Certificates 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 said Certificates, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. 7 (b) The Certificates are additionally secured by a limited pledge of $1,000 of the revenues of the System that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) that are secured by a lien on all or any part of the net revenues of the System, constituting "Surplus Revenues". The Issuer shall deposit such limited Surplus Revenues to the credit of the Interest and Sinking Fund created pursuant to this Section, to the extent necessary to pay the principal and interest on the Certificates. Notwithstanding the requirements of this Section, if revenues are actually on deposit or budgeted for deposit in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes which otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the revenues then on deposit in the Interest and Sinking Fund or budgeted for deposit therein. (c) Article 1208, Government Code, applies to the issuance of the Certificates and the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Certificates are outstanding and unpaid, the result of such amendment being that the pledge of the taxes and Surplus Revenues granted by the Issuer under this Section and Section 9, respectively, is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Certificates 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 6. DEFEASANCE OF CERTIFICATES. (a) Any Certificate and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Certificate") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Certificate, 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 Certificates shall have become due and payable. At such time as a Certificate shall be deemed to be a Defeased Certificate hereunder, as aforesaid, such Certificate 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 or the pledge of Surplus Revenues as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Certificates that is made in conjunction with the payment arrangements specified in subsection 6(a)(i) or (ii) shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Certificates for redemption; (2) gives notice of the reservation of that right to the owners of the Defeased Certificates immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer 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 Certificates and interest thereon, with respect to which such money has been so 8 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 Certificates 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 6(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 Certificates, 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 any securities and obligations now or hereafter authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as the Certificates. (d) Until all Defeased Certificates shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Certificates 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 Certificates of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Certificates by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED CERTIFICATES. (a) Replacement Certificates. In the event any outstanding Certificate is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new certificate of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Certificate, in replacement for such Certificate in the manner hereinafter provided. (b) Application for Replacement Certificates. Application for replacement of damaged, mutilated, lost, stolen or destroyed Certificates shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Certificate, the registered owner applying for a replacement certificate 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 Certificate, 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 Certificate, as the case may be. In every case of damage or mutilation of a Certificate, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Certificate so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Certificate shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Certificate, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Certificate) instead of issuing a replacement Certificate, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Certificates. Prior to the issuance of any replacement certificate, the Paying Agent/Registrar shall charge the registered owner of such Certificate with all legal, printing, and other expenses in connection therewith. Every replacement certificate issued pursuant to the provisions of this Section by virtue of the fact that any Certificate is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Certificate shall be found 9 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 Certificates duly issued under this Ordinance. (e) Authority for Issuing Replacement Certificates. In accordance with Section 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement certificate 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 certificates is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Certificates in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Certificates issued in conversion and exchange for other Certificates. Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF CERTIFICATES; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor and Mayor Pro Tem of the Issuer are hereby authorized to have control of the Certificates initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Certificates pending their delivery and their investigation, examination, and approval by the Attorney General of the State of Texas, and their registration by the Comptroller of Public Accounts of the State of Texas. Upon registration of the Certificates said Comptroller of Public Accounts (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Certificates, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Certificate. 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 Certificates issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the registered owners of the Certificates. In addition, if bond insurance is obtained, the payment of the insurance premium is hereby approved and the Certificates may bear an appropriate legend as provided by the insurer. (b) The obligation of the Purchaser to accept delivery of the Certificates is subject to the Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Certificates to the Purchaser. The engagement of such firm as bond counsel to the Issuer in connection with issuance, sale and delivery of the Certificates is hereby approved and confirmed. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE CERTIFICATES. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Certificates 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: (1) to take any action to assure that no more than 10 percent of the proceeds of the Certificates 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 Certificates, in contravention of section 141(b)(2) of the Code; 10 (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Certificates 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; (3) 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 Certificates (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; (4) to refrain from taking any action which would otherwise result in the Certificates being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Certificates being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Certificates, 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 Certificates, other than investment property acquired with B (A) proceeds of the Certificates invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 90 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section l.148 1(b) of the Treasury Regulations, and (C) 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 Certificates; (7) to otherwise restrict the use of the proceeds of the Certificates or amounts treated as proceeds of the Certificates, as may be necessary, so that the Certificates do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Certificates or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Certificates in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Certificates) 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 Certificates 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; and (10) to assure that the proceeds of the Certificates will be used solely for new money projects. 11 (b) Rebate Fund. In order to facilitate compliance with the above covenant (8), 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. (c) Use of Proceeds. 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 Certificates. 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 Certificates, 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 Certificates 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 Certificates, 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 Certificates under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor, the Mayor Pro Tem, the City Manager, the Director of Finance and the City Secretary 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 Certificates. (d) 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 Project on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Certificates, or (2) the date the Certificates are retired. The Issuer agrees to obtain the advice of nationally-recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Certificates. 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. (e) Disposition of the Project. The Issuer covenants that the property constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax- exempt status of the Certificates. For purpose of the foregoing, the Issuer may rely on an opinion of nationally-recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the Certificates. 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. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. 12 Section 10. SALE OF CERTIFICATES AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Certificates are hereby sold and shall be delivered to _____ (the "Purchaser") for the purchase price of $_____ (representing the aggregate principal amount of the Certificates, plus an aggregate reoffering premium of $_____, less an underwriter's discount of $_____). The Certificates shall initially be registered in the name of the Purchaser or its designee. It is hereby officially found, determined and declared that the terms of this sale are the most advantageous reasonably obtainable. (b) It is hereby officially found, determined and declared that the Certificates have been sold at public sale to the bidder offering the lowest interest cost, after receiving sealed bids pursuant to an Official Notice of Sale and Bidding Instructions. It is further officially found, determined and declared that the Certificates have been offered pursuant to a Preliminary Official Statement prepared and distributed in connection with the sale of the Certificates. Said Preliminary Official Statement, the Official Statement, and any addenda, supplement or amendment thereto, have been and are hereby approved by the governing body of the Issuer, and its use in the offer and sale of the Certificates is hereby approved. It is further officially found, determined and declared that the statements and representations contained in said Official Statement are true and correct in all material respects, to the best knowledge and belief of the Council. (c) The Mayor, the Mayor Pro Tem, the City Manager, the Director of Finance and the City Secretary, individually or jointly, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer such documents, certificates and instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Letter of Representations, the Certificates and the sale of the Certificates. In addition, prior to the delivery of the Certificates, the Mayor, the Mayor Pro Tem, the City Manager, the Director of Finance and the City Secretary are each hereby authorized and directed to approve any changes or corrections to this Ordinance or to any of the documents authorized and approved by this Ordinance: (i) in order to cure any ambiguity, formal defect, or omission in this Ordinance or such other document, or (ii) as requested by the Attorney General or his representative to obtain the approval of the Certificates by the Attorney General. In case any officer whose signature shall appear on any Certificate shall cease to be such officer before the delivery of such Certificate, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. Section 11. INTEREST EARNINGS ON CERTIFICATE PROCEEDS. Interest earnings derived from the investment of proceeds from the sale of the Certificates shall be used along with other Certificate proceeds for the Project; provided that after completion of such purpose, 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 any interest earnings on certificate proceeds that are required to be rebated to the United States of America pursuant to Section 9 hereof in order to prevent the Certificates from being arbitrage bonds shall be so rebated and not considered as interest earnings for the purposes of this Section. Section 12. CONSTRUCTION FUND. (a) The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a separate fund to be entitled the "Series 2018 Certificate of Obligation Construction Fund" (the "Construction Fund") for use by the Issuer for payment of all lawful costs associated with the Project as hereinbefore provided. Proceeds of the Certificates in the amount of $_____ (representing the par amount of the Certificates plus premium in the amount of $_____) shall be deposited into the Construction Fund. The remaining amounts of Certificate proceeds shall be used to pay the costs of issuance of the Certificates. Upon payment of all such Project costs, any moneys remaining on deposit in said Fund shall be transferred 13 to the Interest and Sinking Fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 5 of this Ordinance. (b) The Issuer may place proceeds of the Certificates (including investment earnings thereon) and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Certificates will be used as soon as practicable for the purposes for which the Certificates are issued. (c) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. Section 13. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in the electronic format prescribed by the MSRB certain updated financial information and operating data pertaining to the Issuer, consisting of the following: (1) the quantitative financial information and operating data of the type included in Tables 1 through 6 and 8 through 15 of the Official Statement and (2) the Issuer's comprehensive annual financial report. The Issuer will update and provide the information in the numbered tables within six months after the end of each fiscal year ending in and after 2018 and, if not submitted as part of such annual financial information, the Issuer will provide its audited financial statements when and if available, and in any event, within 12 months after the end of each fiscal year ending in and after 2018. If the audit of such financial statements is not complete within 12 months after any such fiscal year end, then the Issuer will file unaudited financial statements within such 12-month period and audited financial statements for the applicable fiscal year, when and if the audit report on such statements becomes available. Any such financial statements will be prepared in accordance with the accounting principles described in Appendix B to the Official Statement or such other accounting principles as the Issuer may be required to employ from time to time pursuant to State law or regulation. (ii) Any financial information so to be provided shall be (i) prepared in accordance with the accounting principles described in the financial statements of the Issuer appended to the Official Statement, or such other accounting principles as the Issuer may be required to employ from time to time pursuant to state law or regulation, and (ii) audited, if the Issuer commissions an audit of such statements and the audit is completed within the period during which they must be provided. (iii) If the Issuer changes its fiscal year, it will notify the MSRB 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 that is available to the public on the MSRB's internet 14 website or filed with the SEC. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (c) Event Notices. The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Certificates: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults, if material; 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 the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701– TEB) or other material notices or determinations with respect to the tax status of the Certificates, or other material events affecting the tax status of the Certificates; 7. Modifications to rights of Certificateholders, if material; 8. Certificate calls, if material, and tender offers; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates, if material; 11. Rating changes; 12. Bankruptcy, insolvency, receivership or similar event of an obligated person (which is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Issuer in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the Issuer, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Issuer); 13. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. Appointment of a successor or additional trustee or the change of name of a trustee, if material. The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) 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 Certificates within the meaning of the Rule, except that the Issuer in any event will give notice of any 15 deposit made in accordance with this Ordinance or applicable law that causes Certificates no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial owners of the Certificates, 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 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 Certificates at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY CERTIFICATE 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 this 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) Should the Rule be amended to obligate the Issuer to make filings with or provide notices to entities other than the MSRB, the Issuer hereby agrees to undertake such obligation with respect to the Certificates in accordance with the Rule as amended. 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 Certificates in the primary offering of the Certificates 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 registered owners 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 Certificates consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized 1 counsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Certificates. 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 (b) 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 Certificates in the primary offering of the Certificates. 16 Section 14. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to-wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Certificates aggregating in principal amount 51% of the aggregate principal amount of then outstanding Certificates that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Certificates, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Certificates so as to: (1) Make any change in the maturity of any of the outstanding Certificates; (2) Reduce the rate of interest borne by any of the outstanding Certificates; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Certificates; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Certificates or any of them or impose any condition with respect to such payment; or (5) Change the minimum percentage of the principal amount of any series of Certificates necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under subsection (b) of this Section, the Issuer shall send by U.S. mail to each registered owner of the affected Certificates a copy of the proposed amendment. (d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least 51% in aggregate principal amount of all of the Certificates then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Certificates shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. 17 (f) Any consent given by the holder of a Certificate pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the mailing of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Certificate during such period. Such consent may be revoked at any time after six months from the date of the mailing of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of 51% in aggregate principal amount of the affected Certificates then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. (g) For the purposes of establishing ownership of the Certificates, the Issuer shall rely solely upon the registration of the ownership of such Certificates on the registration books kept by the Paying Agent/Registrar. Section 15. DEFAULT AND REMEDIES (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Certificates when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the City, the failure to perform which materially, adversely affects the rights of the registered owners of the Certificates, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the City. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the City for the purpose of protecting and enforcing the rights of the Registered Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Certificates then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Certificates or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Certificates shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. 18 (iii) By accepting the delivery of a Certificate authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or trustees of the City or the Council. Section 16. APPLICATION OF PREMIUM FROM SALE OF CERTIFICATES. The Certificates have an aggregate premium of $_____ which shall be allocated as follows: (i) the amount of $_____ shall be applied to pay costs of issuance of the Certificates, including underwriter's discount, with any surplus premium not used to pay such costs issuance to be deposited into the Interest and Sinking Fund; and (ii) the amount of $_____ shall be deposited into the Construction Fund. Section 17. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code, Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the Council. Section 18. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. Section 19. APPROPRIATION. To pay the debt service coming due on the Certificates, if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. ------------------------------------------- A-1 Exhibit A FORM OF CERTIFICATES (a) The form of the Certificates, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Registration Certificate of the Comptroller of Public Accounts of the State of Texas to be attached to the Certificates initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. NO. R-__ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF COPPELL, TEXAS COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 2018 PRINCIPAL AMOUNT $________ Interest Rate Issuance Date Maturity Date CUSIP No. _____% August 23, 2018 February 1, 20__ REGISTERED OWNER: PRINCIPAL AMOUNT: ON THE MATURITY DATE specified above, the City of Coppell, in Dallas and Denton Counties, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360-day year of twelve 30-day months) from the Issuance Date above at the Interest Rate per annum specified above. Interest is payable on February 1, 2019 and semiannually on each August 1 and February 1 thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), 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 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; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Certificate are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Certificate shall be paid to the registered owner hereof upon presentation and surrender of this Certificate at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of U.S. Bank National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Certificate. The payment of interest on this Certificate 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 A-2 authorizing the issuance of this Certificate (the "Certificate 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 its address as it appeared on the fifteenth day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the 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 business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each owner of a Certificate appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Certificate prior to maturity as provided herein shall be paid to the registered owner upon presentation and surrender of this Certificate for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Certificate that on or before each principal payment date, interest payment date, and accrued interest payment date for this Certificate it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Certificate Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Certificates, when due. IF THE DATE for the payment of the principal of or interest on this Certificate shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of 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 that 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 CERTIFICATE is one of a series of Certificates dated July 15, 2018, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $46,165,000 for paying all or a portion of the Issuer's contractual obligations incurred in connection with (i) acquiring, constructing, installing and equipping additions, improvements, extensions and equipment for the City's waterworks and sewer system (the "System"), (ii) constructing and improving streets and roads, including related drainage, signalization, landscaping, sidewalks, lighting, utility relocation and replacement, bridges, signage and streetscape improvements, (iii) constructing, improving and equipping public safety facilities for the fire department, including the design, construction, renovation and equipment of fire stations and the acquisition of land and rights-of-way therefor, (iv) the construction of improvements to a City-owned cemetery, (v) the construction, acquisition and equipment of a performing arts center, (vi) the construction, acquisition and equipment of related parking facilities, related roads, streets and water and sewer facilities and other related improvements that enhance any of the items listed in clause (v) above and (vii) paying legal, fiscal and engineering fees in connection with such projects and to pay costs of issuance of the Certificates (collectively, the "Project"). ON FEBRUARY 1, 2028, or any date thereafter, the Certificates 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 particular Certificates, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Certificate may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. A-3 IN ADDITION, THE CERTIFICATES scheduled to mature on February 1 in each of the years 20__, 20__, 20__, 20__ and 20__ (the "Term Certificates") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Certificates, on the dates and in the respective principal amounts, set forth in the following schedule: Term Certificate Maturity: February 1, 20__ Term Certificate Maturity: February 1, 20__ Mandatory Redemption Date Principal Amount Mandatory Redemption Date Principal Amount February 1, 20__ February 1, 20__ February 1, 20__* February 1, 20__* Term Certificate Maturity: February 1, 20__ Term Certificate Maturity: February 1, 20__ Mandatory Redemption Date Principal Amount Mandatory Redemption Date Principal Amount February 1, 20__ February 1, 20__ February 1, 20__* February 1, 20__* Term Certificate Maturity: February 1, 20__ Mandatory Redemption Date Principal Amount February 1, 20__ February 1, 20__* * Stated Maturity. The principal amount of Term Certificates of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Certificates of the same maturity which, at least 45 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Certificates plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement. AT LEAST THIRTY days prior to the date fixed for any redemption of Certificates 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 to the registered owner of each Certificate to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the registered owner to receive such notice, or any defect therein or in the sending or mailing thereof, A-4 shall not affect the validity or effectiveness of the proceedings for the redemption of any Certificate. 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 Certificates or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Certificates or portions thereof that 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 from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Certificate shall be redeemed, a substitute Certificate or Certificates 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 Certificate Ordinance. WITH RESPECT TO ANY OPTIONAL REDEMPTION OF THE CERTIFICATES, unless certain prerequisites to such redemption required by the Certificate Ordinance have been met and money sufficient to pay the principal of and premium, if any, and interest on the Certificates to be redeemed will have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the Issuer will not redeem such Certificates, and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that such Certificates have not been redeemed. ALL CERTIFICATES OF THIS SERIES are issuable solely as fully registered certificates, without interest coupons, in the principal denomination of any integral multiple of $5,000. As provided in the Certificate Ordinance, this Certificate may, at the request of the registered owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered certificates, without interest coupons, payable to the appropriate registered owner, assignee or assignees, as the case may be, having the same 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 Certificate to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Certificate Ordinance. Among other requirements for such assignment and transfer, this Certificate 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 Certificate or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Certificate or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Certificate may be executed by the registered owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Certificate or any portion or portions hereof from time to time by the registered owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Certificate or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion or exchange of any Certificates 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, with respect to any Certificate or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date; A-5 provided, however, such limitation on transfer shall not be applicable to an exchange by the registered owner of the uncalled balance of a Certificate called for redemption in part. IN THE EVENT any Paying Agent/Registrar for the Certificates is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Certificate Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Certificates. IT IS HEREBY certified, recited and covenanted that this Certificate has been duly and validly authorized, issued 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 Certificate have been performed, existed and been done in accordance with law; that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Certificate, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law, and that this Certificate is additionally secured by and payable from a limited pledge of the Surplus Revenues of the System remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all of the Issuer's revenue bonds or other obligations (now or hereafter outstanding) which are payable from all or any part of the net revenues of the System, all as provided in the Certificate Ordinance. THE ISSUER HAS RESERVED THE RIGHT to amend the Certificate Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the registered owners of a majority in aggregate principal amount of the outstanding Certificates. BY BECOMING the registered owner of this Certificate, the registered owner thereby acknowledges all of the terms and provisions of the Certificate Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Certificate 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 Certificate and the Certificate Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Certificate to be signed with the manual or facsimile signature of the Mayor (or in the Mayor's absence, of the Mayor Pro Tem) of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Certificate. Christel Pettinos, City Secretary Karen Selbo Hunt, Mayor City of Coppell City of Coppell (City Seal) PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Certificate 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 Certificate has been issued under the provisions of the Certificate Ordinance described in the text of this Certificate; and that this Certificate has been issued in conversion or replacement of, or in exchange for, a certificate, certificates, or a portion of a certificate or certificates of a A-6 series that 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: _______________. U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas Paying Agent/Registrar By: _________________________________ Authorized Representative ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto: _____________________________________________________________ Please insert Social Security or Taxpayer Identification Number of Transferee _____________________________________________________________ Please print or type name and address, including zip code of Transferee the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints: ____________________________________, attorney, to register the transfer of the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. Dated: __________________. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this Certificate in every particular, without alteration or enlargement or any change whatsoever. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. _______________ I hereby certify that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Certificate 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) (b) Initial Certificate Insertions. (i) The initial Certificate shall be in the form set forth is paragraph (a) of this Section, except that: A. immediately under the name of the Certificate, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. _____" shall be deleted. A-7 B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF COPPELL, TEXAS, in Dallas and Denton Counties, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), the Principal Amounts below on the Maturity Dates below and bearing interest at the per annum Interest Rates set forth in the following schedule: Maturity Date (February 1) Principal Amount Interest Rate 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360- day year of twelve 30-day months) from the Issuance Date above, at the respective Interest Rate per annum specified above. Interest is payable on February 1, 2019 and semiannually on each August 1 and February 1 thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Certificate is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), 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 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; provided, however, that if on the date of authentication hereof the interest on the Certificate or Certificates, if any, for which this Certificate is being exchanged is due but has not been paid, then this Certificate shall bear interest from the date to which such interest has been paid in full." C. The Initial Certificate shall be numbered "T-1." Summary: Coppell, Texas; General Obligation Primary Credit Analyst: Daniel Golliday, Dallas + 1 (214) 765 5881; daniel.golliday@spglobal.com Secondary Contact: Andy A Hobbs, Dallas + 1 (972) 367 3345; Andy.Hobbs@spglobal.com Table Of Contents Rationale Outlook WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 10, 2018 1 Summary: Coppell, Texas; General Obligation Credit Profile US$46.165 mil comb tax and ltd surplus rev certs of oblig ser 2018 dtd 07/15/2018 due 02/01/2038 Long Term Rating AAA/Stable New Coppell GO Long Term Rating AAA/Stable Affirmed Coppell GO Long Term Rating AAA/Stable Affirmed Coppell GO Long Term Rating AAA/Stable Affirmed Coppell GO Unenhanced Rating AAA(SPUR)/Stable Affirmed Many issues are enhanced by bond insurance. Rationale S&P Global Ratings assigned its 'AAA' long-term rating to Coppell, Texas' series 2018 combination tax and limited-surplus revenue certificates of obligation. At the same time, we affirmed our 'AAA' long-term rating and underlying rating (SPUR) on the city's existing general obligation (GO) debt. The outlook is stable. The city's existing GO bonds and certificates are secured by a limited-ad valorem tax, levied on all taxable property within the city. The certificates are additionally secured from the net surplus revenue of the city's waterworks and sewer system (not to exceed $1,000). S&P Global Ratings rates to the strength of the GO pledge on these certificates due to the lack of legal covenants in place to assess the strength of the utility pledge. State statutes limit the ad valorem tax rate for home rule cities to $2.50 per $100 of taxable assessed valuation (AV) for all city purposes. Administratively, the Texas attorney general will permit the allocation of $1.50 of the $2.50 maximum tax rate for ad valorem tax debt service. In fiscal 2018, the city's levy is well below the maximum at 46.35 cents per $100 of AV, 11.60 cents of which is dedicated to debt service. Based on the application of our criteria, titled "Issue Credit Ratings Linked To U.S. Public Finance Obligors’ Creditworthiness," (published Jan. 22, 2018, on RatingsDirect), we do not differentiate between the city's limited-tax GO debt and its general creditworthiness, since the ad valorem tax is not derived from a measurably narrower tax base and there are no limitations on the fungibility of resources. We understand that proceeds from the sale of the 2018 certificates will be used to improve, construct, and equip the city's waterworks and sewer system, streets and roads, public safety facilities, and performing arts center. Coppell's GO debt is eligible to be rated above the sovereign, because we believe the city can maintain better credit characteristics than the nation in a stress scenario. Under our criteria, "Ratings Above The Sovereign: Corporate And WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 10, 2018 2 Government Ratings--Methodology And Assumptions," published Nov. 19, 2013, on RatingsDirect, the city has a predominately locally derived revenue source, with more than 85% of governmental activity revenue derived from local taxes with independent taxing authority. The city's GO pledge is the primary source of debt security, which severely limits the possibility of negative sovereign intervention in the payment of the debt or in city operations. The nation's institutional framework for local governments is predictable, allowing the city significant autonomy and independent treasury management. In addition, there is no history of government intervention. Coppell has considerable financial flexibility, in our view, demonstrated by a very strong general fund balance as a percent of expenditures, very strong liquidity, and its ability to adjust the ad valorem tax rate, if needed. The 'AAA' GO rating reflects our view of the city's: • Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Very strong management, with "strong" financial policies and practices under our Financial Management Assessment methodology; • Strong budgetary performance, with operating surpluses in the general fund and at the total governmental fund level in fiscal 2017; • Very strong budgetary flexibility, with an available fund balance in fiscal 2017 of 67% of operating expenditures; • Very strong liquidity, with total government available cash at 140.7% of total governmental fund expenditures and 10.3x governmental debt service, and access to external liquidity we consider strong; • Weak debt and contingent liability position, with debt service carrying charges at 13.6% of expenditures and net direct debt that is 144.6% of total governmental fund revenue; and • Strong institutional framework score. Very strong economy We consider Coppell's economy very strong. The city, with an estimated population of 40,820, is located in Dallas and Denton counties in the Dallas-Fort Worth-Arlington MSA, which we consider to be broad and diverse. The city has a projected per capita effective buying income of 176% of the national level and per capita market value of $171,487. Overall, the city's market value grew by 5% over the past year to $7 billion in 2018. The weighted-average unemployment rate of the counties was 3.8% in 2017. Encompassing 15 square miles, Coppell is primarily located in Dallas County, roughly 18 miles northwest of downtown Dallas and 24 miles northeast from Fort Worth, where it borders the Dallas-Fort Worth International Airport. Residents benefit from direct access to state highways and interstates, which provides excellent access throughout the broad and diverse Dallas-Fort Worth-Arlington MSA for employment additional opportunities. Coppell's strategic and favorable location within the MSA has stimulated residential and commercial growth, drives above-average wealth and income indicators, and historically below-average unemployment, when compared with state and national averages. Major employers in the city include: • Amazon (3,000 employees), • U.S. Postal Service (1,600), WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 10, 2018 3 Summary: Coppell, Texas; General Obligation • Coppell Independent School District, (1,320) • DaVita Rx (1,200) and • AAA of Texas (1,200). Current taxable AV growth for Coppell is at 13.23% for fiscal 2019. However, management AV projection is at 6% for fiscal 2019. This estimate is conservative considering recent historical growth and the plethora of ongoing development projects in both residential and commercial sectors. AV, which has grown by 25% over the past three years, consists predominantly of residential and commercial parcels, adding a degree of stability to its tax base. Single-family residential development represents approximately 54% of the city's AV. Management attributes the city's positive growth due to appreciation of existing residential and commercial properties coupled with the completion of various development projects being added to the tax roll. In the past year, the city experienced numerous commercial developments come to fruition. Amazon added two new fulfillment centers and a number of existing businesses have expanded their operations. Coppell's economy has benefited from an overall commercial vacancy rate of less than 10% with approximately 420 acres remaining for new development. Several new retail and office buildings have been approved and expected to break ground in the next year. In addition, three hotels are currently under construction with one additional hotel planned. The city has forecasted the construction of multiple residential subdivisions that are either under construction or are approved for construction to accommodate the steady growth in population the city is experiencing. We believe the city's economy will remain very strong during the outlook period, due to ongoing economic development and expansion projects in the residential and commercial sectors, strong wealth and very strong income indicators, and favorable proximity to major transportation corridors and DFW International Airport. Very strong management We view the city's management as very strong, with "strong" financial policies and practices under our Financial Management Assessment methodology, indicating financial practices are strong, well embedded, and likely sustainable. Highlights of the districts policies include the use of historical trend analysis of revenues and expenditures in the development of budget assumptions, based on historical trends dating at least three years. The city also consults with local economic development organizations to access future trends. The city retains the ability to amend the budget on an ad-hoc basis, with city officials providing monthly budget-to-actual reports to council. As part of its formal annual budget process published in its annual budget, the city provides a five-year financial plan that identifies both revenues and expenditures with meaningful assumptions. The city also maintains a formal five-year capital improvement plan, which identifies project costs and corresponding funding sources. Coppell has a formal investment management policy with holdings reports provided at least quarterly. The city's formal debt management policy is closely monitored and incorporated during the budget process and is supported by a set of robust internal policies, which include both qualitative and quantitative restrictions. Quantitative metrics include maximum maturity benchmarks, a minimum 4% net present value savings on refunding's, direct debt not to exceed 3% of the city's AV. The city's reserves policy is set at 25% of operating expenditures. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 10, 2018 4 Summary: Coppell, Texas; General Obligation Strong budgetary performance Coppell's budgetary performance is strong in our opinion. The city had operating surpluses of 10.8% of expenditures in the general fund and of 13.7% across all governmental funds in fiscal 2017. The city's budgetary performance remains strong overall after adjusting out discretionary general fund transfers to various funds, when reserve levels are greater than the reserve policy; recurring transfers into and out of the general fund; and total governmental funds after adjusting out one-time capital expenditures funded with one-time revenue sources, consisting of built-up reserves, existing bond proceeds, or new money bond proceeds. The strong fiscal 2017 performance stems from underestimating revenues and austere expenditure controls, which resulted in final budget to actual positive variances. During fiscal year 2017, actual expenditures were $53.8 million compared to the final budget amount of $56.2 million. The $2.4 million variance is the result of less than expected costs associated with salary and salary-related expenditures such as the Family Medical Leave Act (FMLA) and medical#?#dental insurance, and with contingency funds, fuel, tuition reimbursement, other professional services, computer equipment and special projects, which all had lower costs than anticipated. For fiscal 2017, actual revenues were $59.7 million compared to the final budget of $58.9 million. The resulting $0.8 million variance was primarily due to sales tax revenues of $0.7 million and franchise tax revenues of $0.1 million over budget. The positive variance at years end allowed the city to self-finance various capital projects. The city has a predominantly locally derived revenue base and has demonstrated a broad and well-embedded culture of fiscal discipline. The city's primary sources of general fund revenue have been property and sales taxes which has accounted for roughly 85% of general fund total revenues. Both property and sales tax revenues have demonstrated stable growth in recent years, and management believes this trend will continue in tandem with taxable value growth. The city adopted the fiscal 2018 budget anticipating a positive surplus of $930,000 at year end. Based on year-to-date performance, the city expects recurring revenue to exceed operating expenditures, and management conservatively estimates a surplus of approximately $500,000. Given the city's continued practice of discretionary general fund transfers to various funds to cash-finance capital projects when reserve levels are greater than the city's formal policy, conservative budgeting practices, and historically stable operating performance, we anticipate the city's budgetary performance to remain strong in the near-term. Very strong budgetary flexibility Coppell's budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2017 of 67% of operating expenditures, or $37.8 million. We expect the available fund balance to remain above 30% of expenditures for the current and next fiscal years, which we view as a positive credit factor. Over the past three years, the total available fund balance has remained at a consistent level overall, totaling 65% of expenditures in 2016 and 64% in 2015. Coppell has historically maintained very strong reserve levels, in our view, exceeding 64% of operating expenditures in the most recent three fiscal years, which provides substantial flexibility above its formal reserve policy of 25%. In addition, we believe that, in keeping with its traditionally conservative budgeting practices, the city will likely continue WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 10, 2018 5 Summary: Coppell, Texas; General Obligation to budget for balanced operations annually, and it will make intra-year expenditure and revenue adjustments to outperform the budget at year-end. For fiscal 2018, management expects to, add an estimated $500,000 to its available fund balance. Similar to previous years, positive budget variances could positively impact the city's reserve position. While management indicates that the practice of discretionary general fund transfers out to various funds may be used to cash finance future capital outlays, no immediate plans exist to draw below the city's formal reserve policy. We expect budgetary flexibility to remain very strong in the near future, due to the city's ability to budget conservatively, lack of plan to draw down fund balance, and history of routine surpluses. Very strong liquidity In our opinion, Coppell's liquidity is very strong, with total government available cash at 140.7% of total governmental fund expenditures and 10.3x governmental debt service in 2017. In our view, the city has strong access to external liquidity if necessary. Coppell's access to the market within the past 20 years and issuance of mainly tax-backed, partial revenue supported debt, and sales tax bonds, demonstrate its strong access to external liquidity. The city has historically, what we consider, very strong cash balances. In addition, we do not believe its cash position will deteriorate over the next two years. Currently, all investments comply with state guidelines. At fiscal year-end 2017, city investments were primarily in TexPool, TexStar, U.S. Treasury Notes, and U.S. Agency securities; we do not consider these investments aggressive. Currently, Coppell is not exposed to contingent liabilities that, in our opinion, could cause immediate or future material liquidity pressure. Weak debt and contingent liability profile In our view, Coppell's debt and contingent liability profile is weak. Total governmental fund debt service is 13.6% of total governmental fund expenditures, and net direct debt is 144.6% of total governmental fund revenue. We adjusted our view of the city's debt profile to include its medium-term debt plans. Revenue-backed debt, supported through the city's enterprise fund, has been adjusted in our direct debt-to-revenue calculations. Officials plan on issuing approximately $33.5 million in 2019 to fund the expansion of the city's service center, construction of a fire station and various water and sewer projects. We understand that a large portion of this will be self-supporting through utility revenue. Coppell does not have any swaps, private placement, or variable-rate debt. We do not expect a material change to the city's debt profile in the two-year outlook. Coppell's combined required pension and actual other postemployment benefits (OPEB) contributions totaled 5.3% of total governmental fund expenditures in 2017. The city made its full annual required pension contribution in 2017. The city participates in the Texas Municipal Retirement System (TMRS), which is administered by the state of Texas. The city's required pension contribution is actuarially determined and calculated at the state level, based on an actuary study. Using updated reporting standards in accordance with Governmental Accounting Standards Board (GASB) Statement No. 67, the city's net pension liability was $21.3 million as of Dec. 31, 2016. The plan was 85.14% funded, based on its net position as a percentage of the total pension liability. The city also provides health insurance benefits to retirees on a pay-as-you-go basis. In fiscal 2017, the total member contributions were $65,073. Claims incurred by retirees were $17,172; therefore, the city's contribution to the plan for fiscal 2017 was zero, as retiree contributions WWW.STANDARDANDPOORS.COM/RATINGSDIRECT JULY 10, 2018 6 Summary: Coppell, Texas; General Obligation covered retiree expense. Coppell also provides OPEB in the form of group-term life insurance, through the Supplemental Death Benefits Fund operated by TMRS. The city made its required annual contribution of $41,054 to the fund in fiscal 2017. Strong institutional framework The institutional framework score for Texas municipalities is strong. Outlook The stable outlook reflects our view of the city's very strong and stable economy, with participation in the broad and diverse Dallas-Fort Worth MSA. The outlook further reflects the city's very strong budget flexibility and liquidity position and consistent financial operations, which are guided by historically very strong management. As a result, we do not expect to change the rating over our two-year outlook horizon. Downside scenario While unlikely, weak and sustained fiscal performance leading to a material reduction in the city's budgetary performance or a weakening reserve and liquidity position to levels we no longer consider strong could place negative pressure on the rating. Related Research • S&P Public Finance Local GO Criteria: How We Adjust Data For Analytic Consistency, Sept. 12, 2013 • Incorporating GASB 67 And 68: Evaluating Pension/OPEB Obligations Under Standard & Poor's U.S. Local Government GO Criteria, Sept. 2, 2015 Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. 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In no event shall S&P Parties be liable to any party for any direct, indirect, incidental, exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal fees, or losses (including, without limitation, lost income or lost profits and opportunity costs or losses caused by negligence) in connection with any use of the Content even if advised of the possibility of such damages. Copyright © 2018 by Standard & Poor’s Financial Services LLC. All rights reserved. U.S. PUBLIC FINANCE CREDIT OPINION 16 July 2018 Contacts Roy Ousley +1.214.979.6864 Associate Lead Analyst roy.ousley@moodys.com Denise Rappmund +1.214.979.6865 VP-Senior Analyst denise.rappmund@moodys.com CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 Coppell (City of) TX Update to credit analysis Summary Coppell, TX (Aaa) will continue to benefit from its favorable location within the Dallas- Fort Worth Metropolitan area. Resident income levels are very elevated and the city's proximity to the Dallas - Fort Worth Airport will continue to drive commercial investment. Operations of the city are stable and reserve levels have historically been significantly above median values for both state and national city's. Despite a very manageable debt and pension burden, the city's direct debt burden is slightly higher than that of both state and national Aaa rated cities. Credit strengths »Very favorable resident income levels »History of strong fiscal management, yielding strong a very strong reserve position »Continued growth of taxable values »Favorable location northwest of the Dallas-Fort Worth metroplex Credit challenges »Below median pace of principal amortization »Debt burden above median values Rating outlook Moody's does not usually assign outlooks to local government credits with this amount of debt outstanding. Factors that could lead to an upgrade »Not applicable Factors that could lead to a downgrade »Trend of operational deficits leading to a weakening of reserves »Material decline of taxable values »Significant increase of debt, absent an accompanying increase of taxable values MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE Key indicators Exhibit 1 Coppell (City of) TX 2013 2014 2015 2016 2017 Economy/Tax Base Total Full Value ($000)$4,945,362 $5,201,429 $5,616,353 $6,175,598 $6,664,501 Population 39,551 40,021 40,602 40,631 40,310 Full Value Per Capita $125,038 $129,967 $138,327 $151,992 $165,331 Median Family Income (% of US Median)194.7% 197.8% 196.1% 194.7% 194.7% Finances Operating Revenue ($000)$61,928 $59,579 $60,848 $64,701 $69,379 Fund Balance ($000)$38,314 $37,015 $38,969 $41,201 $47,962 Cash Balance ($000)$61,982 $60,893 $62,146 $62,671 $60,989 Fund Balance as a % of Revenues 61.9% 62.1% 64.0% 63.7% 69.1% Cash Balance as a % of Revenues 100.1% 102.2% 102.1% 96.9% 87.9% Debt/Pensions Net Direct Debt ($000)$80,010 $72,100 $65,935 $70,360 $63,645 3-Year Average of Moody's ANPL ($000)$48,334 $53,733 $65,426 $72,451 $85,282 Net Direct Debt / Full Value (%)1.6% 1.4% 1.2% 1.1% 1.0% Net Direct Debt / Operating Revenues (x)1.3x 1.2x 1.1x 1.1x 0.9x Moody's - adjusted Net Pension Liability (3-yr average) to Full Value (%) 1.0% 1.0% 1.2% 1.2% 1.3% Moody's - adjusted Net Pension Liability (3-yr average) to Revenues (x) 0.8x 0.9x 1.1x 1.1x 1.2x Source: Moody's Investors Service; Audited Financial Statements Profile The city of Coppell, TX is located in Dallas and Denton Counties (both Aaa stable). The city covers about 14.7 square miles and has an estimated population of 40,820. Detailed credit considerations Economy and tax base: Moderately-sized tax base favorably located in the DFW Metroplex Coppell's moderately sized tax base is expected to remain strong due to continued commercial development, proximity to DFW International Airport, and elevated resident income levels. The city's assessed value (AV) totaled $7 billion in fiscal 2018, an increase of 5% from the prior year. The city has experienced continued growth with assessed values averaging annual growth of 7.2% over the past five years. Despite residential land having been built out for a number of years, growth has continued due to reappraisals and zoning changes to allow for additional residential developments. Investment in commercial developments continues to be strong with officials reporting that over 70 new businesses have been added in the last 12 months including 2 new Amazon fulfillment centers, hotels, and health care related entities. Taxpayer concentration is modest with the top ten taxpayers accounting for 8.6% of AV. The city exhibits very strong resident income levels which is a particular credit positive. Per the American Community Survey (ACS) the median family income was 194.7% of the US median. The March 2018 unemployment rate was 3.5% compared to 4.1% for both the state and the U.S. Financial operations and reserves: Strong fiscal management with robust reserves The city's general fund reserve position is expected to remain healthy and well above the median due to conservative fiscal management and strong budgeting processes. The city's charter requires a general fund reserve of 10% of the following year's budget. In addition to the charter the city has a general fund policy that calls for an additional 15% of reserves above the charter to be held. This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page on www.moodys.com for the most updated credit rating action information and rating history. 2 16 July 2018 Coppell (City of) TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE General fund reserves have historically remained very strong and significantly above policy levels. In fiscal 2017, total reserves remained stable from the prior year totaling $57.5 million, a well above median 91.3% of revenues. The unassigned portion of the city's general fund balance is $37.3 million, a healthy 64.8% of revenues. The remaining portion of the general fund balance are restricted or committed for general government, public safety, public works, and other uses. Operating fund revenues totaled $69.4 million with expenditures totaling $69.2 million. Public safety was the city's largest expenditure, accounting for 32.4% of operating expenditures. Total operating reserves were $58.5 million, a very strong 84.4% of revenues. While the city budgeted for balanced operations, year to date results indicate surplus operations for fiscal 2018. Additionally, while the city is budgeting for a 5% sales tax increase, year to date results indicate a 9% increase. The total tax rate of $5.80 per $1,000 remained unchanged from the prior due to the anticipation of debt issuance. LIQUIDITY The city's cash and investment position has historically remained strong and stable. The general fund cash position in fiscal 2017 totaled $60 million, a very strong 95.2% of revenues. Including the debt service fund, the operating funds cash position was also strong at $61 million, 87.9% of revenues. Liquidity is expected to remain strong in fiscal 2018 based on year to date results. Debt and pensions: Modest debt burden with plans for additional debt Despite plans for additional debt, the city's debt profile will remain manageable. The city's direct debt burden is above the median for the rating category at 1.5% of the fiscal 2018 tax base value. The city's overall debt burden is above average at 5.3%, which includes debt issued by the Coppell Independent School District (Aa1). City officials anticipate additional borrowing of $33.5 million in 2019. DEBT STRUCTURE All debt is fixed rate and matures in 2038. Payout of principal is slightly below average with 64.1% amortized within ten years. Including pension costs the city's fixed costs comprised 19.3% of operating revenues. DEBT-RELATED DERIVATIVES The city has no variable rate debt and is not party to any interest rate swaps or other derivative agreements. PENSIONS AND OPEB Coppell has a manageable employee pension burden, based on unfunded liabilities for its share of the Texas Municipal Retirement System (TMRS), a multi-employer agent plan administered by the state. Reported unfunded pension liabilities consist primarily of an estimated $21.3 million for Coppell's portion of TMRS as of December 31, 2017. Moody's adjusted net pension liability (ANPL) for the city, under our methodology for adjusting reported pension data, is $89.4 million, or a manageable 1.3 times' fiscal 2017 operating revenues. Moody's ANPL reflects certain adjustments we make to improve comparability of reported pension liabilities. The adjustments are not intended to replace Coppell's reported liability information, but to improve comparability with other rated entities. For more information on Moody's insights on employee pensions and the related credit impact on companies, governments, and other entities across the globe please visit Moody's on Pensions at www.moodys.com/pensions. Management and governance: Strong management that maintains reserves above policy The City operates under a council/manager form of government with a city council comprised of the mayor and seven councilmembers. The term of office for the councilmembers and mayor is three years. Texas Cities have an Institutional Framework score of Aa, which is high compared to the nation. Institutional Framework scores measure a sector's legal ability to increase revenues and decrease expenditures. Property taxes, one of the sector's major revenue sources are subject to a cap, which cannot be overriden. However, the cap of $25 per $1,000 of assessed values with no more than $15 allocated for debt,still allows for significant revenue-raising ability. Unpredictable revenue fluctuations tend to be minor, or under 5% annually. Across the sector, fixed and mandated costs are generally greater than 25% of expenditures. Texas is a Right to Work state, providing significant expenditure-cutting ability. Unpredictable expenditure fluctuations tend to be minor, under 5% annually. 3 16 July 2018 Coppell (City of) TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE © 2018 Moody’s Corporation, Moody’s Investors Service, Inc., Moody’s Analytics, Inc. and/or their licensors and affiliates (collectively, “MOODY’S”). All rights reserved. CREDIT RATINGS ISSUED BY MOODY'S INVESTORS SERVICE, INC. AND ITS RATINGS AFFILIATES (“MIS”) ARE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES, AND MOODY’S PUBLICATIONS MAY INCLUDE MOODY’S CURRENT OPINIONS OF THE RELATIVE FUTURE CREDIT RISK OF ENTITIES, CREDIT COMMITMENTS, OR DEBT OR DEBT-LIKE SECURITIES. 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MJKK or MSFJ (as applicable) hereby disclose that most issuers of debt securities (including corporate and municipal bonds, debentures, notes and commercial paper) and preferred stock rated by MJKK or MSFJ (as applicable) have, prior to assignment of any rating, agreed to pay to MJKK or MSFJ (as applicable) for appraisal and rating services rendered by it fees ranging from JPY200,000 to approximately JPY350,000,000. MJKK and MSFJ also maintain policies and procedures to address Japanese regulatory requirements. REPORT NUMBER 1132765 4 16 July 2018 Coppell (City of) TX: Update to credit analysis MOODY'S INVESTORS SERVICE U.S. PUBLIC FINANCE CLIENT SERVICES Americas 1-212-553-1653 Asia Pacific 852-3551-3077 Japan 81-3-5408-4100 EMEA 44-20-7772-5454 5 16 July 2018 Coppell (City of) TX: Update to credit analysis Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4039 File ID: Type: Status: 2018-4039 Agenda Item Agenda Ready 1Version: Reference: In Control: Finance 07/16/2018File Created: Final Action: City and CRDC Debt Service Payment AgreementFile Name: Title: Consider approval of a Resolution approving and authorizing the execution and delivery of a Project Agreement with the Coppell Recreation Development Corporation; approving the expenditure of funds by the Corporation in connection therewith; and containing other provisions related thereto and authorizing the Mayor to sign. Notes: Agenda Date: 07/24/2018 Agenda Number: 11. Sponsors: Enactment Date: Agreement Concerning Payment of CO Series 2018.pdf, Resolution Approving Project Agreement (with Certificate).pdf, Agreement Regarding Sales Tax Revenue and Bonds.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4039 Title Consider approval of a Resolution approving and authorizing the execution and delivery of a Project Agreement with the Coppell Recreation Development Corporation; approving the expenditure of funds by the Corporation in connection therewith; and containing other provisions related thereto and authorizing the Mayor to sign. Summary See attached memo Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4039) Fiscal Impact: Since CRDC will be transferring from sales tax revenue the amount necessary to pay the principal and interest related to the CRDC projects, there is no fiscal impact on the City for this item. Staff Recommendation: The Finance Department recommends approval of this resolution. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 7/20/2018 MEMORANDUM To: Mayor and City Council From: Jennifer Miller, Director of Finance Date: July 24, 2018 Reference: Consider approval of a resolution approving and authorizing the execution and delivery of a Project Agreement with the Coppell Recreation Development Corporation; approving the expenditure of funds by the Corporation in connection therewith; and containing other provisions related thereto. 2030: Sustainable City Government Introduction: The City included the amount necessary for the construction, acquisition, and equipping of a performing arts center including related parking facilities, related roads, streets and water and sewer facilities in the referenced bond issue. Since the performing arts center is a project of the CRDC, the agreement requires CRDC to pay the portion of principal and interest issued for the performing arts center. Analysis: Certificate of obligations rather than sales tax revenue bonds were selected as the funding source for this project. The use of certificate of obligations provides for a better interest rate since the City is AAA rated by both S&P Global Ratings (S&P) and Moody’s Investors Service (Moody’s). The sales tax revenue bonds were rated as AA and Aa2 in 2014 by S&P and Moody’s, respectively. The rating was not expected to change with this bond issue. In addition, the City was issuing bonds for other projects, so combining all projects into one bond issue provided a savings on issuance costs. Legal Review: The project agreement and resolution were prepared by Chris Settles, the City of Coppell’s bond attorney. Fiscal Impact: Since CRDC will be transferring from sales tax revenue the amount necessary to pay the principal and interest related to the CRDC projects, there is no fiscal impact on the City for this item. Recommendation: The Finance Department recommends approval of this ordinance. CERTIFICATE FOR RESOLUTION THE STATE OF TEXAS COUNTIES OF DALLAS AND DENTON CITY OF COPPELL We, the undersigned officers of the City of Coppell, Texas (the "City"), hereby certify as follows: 1. The City Council of the City (the "Council") convened in a regular meeting on July 24, 2018, at the designated meeting place, and the roll was called of the duly constituted officers and members of said Council, to wit: Karen Hunt, Mayor Wes Mays Nancy Yingling, Mayor Pro Tem Gary Roden Cliff Long Biju Mathew Brianna Hinojosa-Flores Mark Hill Christel Pettinos, City Secretary and all of said persons were present except __________________________________________, thus constituting a quorum. Whereupon, among other business, the following was transacted at said meeting: a written RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PROJECT AGREEMENT WITH THE COPPELL RECREATION DEVELOPMENT CORPORATION; APPROVING THE EXPENDITURE OF FUNDS BY THE CORPORATION IN CONNECTION THEREWITH; AND CONTAINING OTHER PROVISIONS RELATED THERETO was duly introduced for the consideration of the Council. It was then duly moved and seconded that said Resolution be adopted and, after due discussion, said motion, carrying with it the adoption of said Resolution, prevailed and carried with all members present voting "AYE" except the following: NAY: ABSTAIN: 2. A true, full and correct copy of the aforesaid Resolution adopted at the meeting described in the above and foregoing paragraph is attached to and follows this Certificate; that said Resolution has been duly recorded in the Council's minutes of said meeting; that the above and foregoing paragraph is a true, full and correct excerpt from the Council's minutes of said meeting pertaining to the adoption of said Resolution; that the persons named in the above and foregoing paragraph are the duly chosen, qualified and acting officers and members of the Council as indicated therein; that each of the officers and members of the Council was duly and sufficiently notified officially and personally, in advance, of the time, place and purpose of the aforesaid meeting, and that said Resolution would be introduced and considered for adoption at said meeting, and each of said officers and members consented, in advance, to the holding of said meeting for such purpose, and that said meeting was open to the public and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. 3. The Council has approved and hereby approves the aforesaid Resolution; and the Mayor and the City Secretary of the City hereby declare that their signing of this Certificate shall constitute the signing of the attached and following copy of said Resolution for all purposes. SIGNED AND SEALED THIS JULY 24, 2018. _________________________________ __________________________________ Christel Pettinos, City Secretary Karen Selbo Hunt, Mayor City of Coppell City of Coppell (City Seal) RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF A PROJECT AGREEMENT WITH THE COPPELL RECREATION DEVELOPMENT CORPORATION; APPROVING THE EXPENDITURE OF FUNDS BY THE CORPORATION IN CONNECTION THEREWITH; AND CONTAINING OTHER PROVISIONS RELATED THERETO WHEREAS, the Coppell Recreation Development Corporation (the "Corporation") has been approved, authorized and incorporated, and exists and operates as a duly constituted authority and instrumentality of the City of Coppell, Texas (the "City"), in accordance with Article 5190.6, Section 4B, Texas Revised Civil Statutes Ann., and now operating under Texas Local Government Code, Chapters 501, 502 and 505 (the "Act"); and WHEREAS, the Corporation has agreed to pay the debt service on the portion of the City's Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2018 (the "Certificates") being used to finance the costs of the following projects: (i) construction, acquisition and equipment of a performing arts center and (ii) construction, acquisition and equipment of related parking facilities, related roads, streets and water and sewer facilities and other related improvements that enhance any of the items listed above (collectively, the "Projects"); and WHEREAS, there has been presented to the City Council of the City (the "Council") a Project Agreement (the "Project Agreement") between the Corporation and the City, pursuant to which the Corporation has agreed to pay the portion of the debt service on the Certificates attributable to the Projects by remitting sales tax revenues to the City in amounts equal to the debt service payments on the portion of the Certificates issued to fund the Projects; and WHEREAS, the Council finds and determines that it is appropriate and in the best interest of the City to enter into the Project Agreement in order to provide the Projects for the City and its citizens; and WHEREAS, Texas Local Government Code, Section 501.073 requires that the City approve the programs and expenditures of the Corporation; and WHEREAS, the purposes for which the Project Agreement is to be executed and delivered by the Corporation are within the purposes for which the Corporation was incorporated, as provided in its articles of incorporation and the Act; and WHEREAS, the Council finds and determines that it is necessary and appropriate to approve the execution and delivery of the Project Agreement, as a program of the Corporation, and to approve the expenditure of Corporation funds to pay costs of the Projects as set forth in the Project Agreement; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: Section 1. The statements contained in the preamble of this Resolution are true and correct and are adopted as findings of fact and operative provisions hereof. Section 2. The Project Agreement is hereby approved in substantially the form presented at this meeting, with such changes thereto as may be required after final pricing of the Certificates, and the Mayor is hereby authorized and directed to execute and deliver the Project Agreement. Section 3. The execution and delivery by the Corporation of the Project Agreement and the Corporation’s expenditure of funds as set forth herein and in the Project Agreement are hereby approved as a program of the Corporation, pursuant to Texas Local Government Code, Section 501.073. ---------------------------------- Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2018-4051 File ID: Type: Status: 2018-4051 Agenda Item Council Committee Reports 1Version: Reference: In Control: City Secretary 07/16/2018File Created: Final Action: Council Committee ReportsFile Name: Title: A.CFBISD/LISD Liaison - Councilmembers Hinojosa-Flores and Hill B.CISD Liaison - Councilmember Hinojosa-Flores C.Coppell Seniors - Councilmembers Roden and Yingling Notes: Agenda Date: 07/24/2018 Agenda Number: Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 07/24/2018City Council Text of Legislative File 2018-4051 Title A.CFBISD/LISD Liaison - Councilmembers Hinojosa-Flores and Hill B.CISD Liaison - Councilmember Hinojosa-Flores C.Coppell Seniors - Councilmembers Roden and Yingling Summary Fiscal Impact: Staff Recommendation: Goal Icon: Page 1City of Coppell, Texas Printed on 7/20/2018 Master Continued (2018-4051) Sustainable City Government Business Prosperity Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 7/20/2018