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CP 2021-04-27o I'll""' COFFELL Tuesday, April 27, 2021 City of Coppell, Texas Meeting Agenda City Council 5:30 PM KAREN HUNT MARK HILL Mayor Mayor Pro Tem CLIFF LONG GARY RODEN Place 1 Place 4 BRIANNA HINOJOSA-SMITH JOHN JUN Place 2 Place 5 WES MAYS BIJU MATHEW Place 3 Place 6 MIKE LAND City Manager 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers As authorized by Section 418.016(e) of the Texas Government Code, on March 16, 2020, Governor Greg Abbott suspended various provisions that require government officials and members of the public to be physically present at a specified meeting Iocation.The following requirements have been suspended by the governor: 1. A quorum of the city council need not be present at one physical location. Id. § 551.127(b). 2. In light of (1), above, the meeting notice need not specify where the quorum of the city council will be physically present and the intent to have a quorum present. Id. § 551.127(e). 3. In light of (1) above, the meeting held by videoconference call is not required to be open to the public at a location where council is present. Id. § 551.127(f). 4. The audio and video are not required to meet minimum standards established by Texas Department of Information Resources (DIR) rules, the video doesn't have to be sufficient that a member of the public can observe the demeanor of the participants, the members faces don't have to be clearly visible at all times, and the meeting can continue even if a connection is lost, so long as a quorum is still present. Id. § 551.127(a-3); (h); (i); 0). City of Coppell, Texas Page 1 Printed on 4/23/2021 City Council Meeting Agenda April 27, 2021 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 551.072, Texas Government Code - Deliberation regarding Real Property. A. Discussion regarding real property located south of East Belt Line Road and east of South Belt Line Road. Section 551.087, Texas Government Code - Economic Development Negotiations. B. Discussion regarding property located south of Bethel Road and west of S. Coppell Road. Section 551.074, Texas Government Code - Personnel Matters. C. Discussion regarding Alternate Municipal Judge. 3. Work Session (Open to the Public) Council Chambers A. Discussion regarding agenda items. B. Future Oriented Approach to Residential Development (FOARD) Taskforce Report. C. Discussion regarding Oncor's Distribution Cost Recovery Factor (DCRF) resolution. D. Discussion regarding Texas -New Mexico Power's Distribution Cost Recovery Factor (DCRF) resolution. E. Discussion regarding mask mandate in city facilities. Attachments: City Council presentation - FOARD hand-out.pdf Regular Session 4. Invocation 7:30 p.m. City of Coppell, Texas Paye 2 Printed on 4/23/2021 City Council Meeting Agenda April 27, 2021 5. Pledge of Allegiance 6. Citizens' Appearance Proclamations 7. Consider approval of a Proclamation designating the week of May 16-22, 2021, as "National Public Works Week"; and authorizing the Mayor to sign. Attachments: PWVV 2021 Proclaation.pdf 8. Consent Agenda A. Consider approval of the minutes: April 13, 2021. Attachments: C 2021-04-13. pdf B. Consider approval of an Ordinance for PD -280R -R (Planned Development -280 Revised- Retail) to approve a Detail Site Plan for the construction and maintenance of Lift Station to be located on 0.725 acres of land on the south side of Sandy Lake Road, approximately 1,100 feet east of MacArthur Boulevard; and authorizing the Mayor to sign. Attachments: Ordinance Memo.pdf Ordi nance. pdf Exhibit A - Legal Descri2tion.2df Exhibit B - Detail Site Plan.pdf Exhibit C - Building Elevations.pdf Exhibit D - Landscape Plan�.pdf Exhibit E - Fence Detail�.pdf C. Consider approval of awarding a contract for the metal restoration/re-coating of the roof at the Coppell Senior Center; to the Garland Company; in the amount of $157,500.00; as budgeted; and authorizing the City Manager to sign any necessary documents Attachments: Senior Center Roof eo.pdf Senior Center Roof Restoration. df Senior Center Roof Conditions & Solutions Report. pdf Omnia Pro�City of Coppell Senior Center.pdf D. Consider approval of a Resolution allowing for a Memorandum of Understanding between the City of Coppell and the Coppell Arts Center Foundation; and authorizing the Mayor to sign and the City Manager to execute any necessary documents. Attachments: Meo.pdf Re�ol ution. pdf Memorandum of Understanding.pdf City of Coppell, Texas Page 3 Printed on 4/23/2021 City Council Meeting Agenda April 27, 2021 E. Consider approval of a Resolution denying a proposed application filed on April 8, 2021 by Oncor Electric Delivery Company to amend its Distribution Cost Recovery Factor (DCRF) to increase distribution rates within the city; and authorizing the Mayor to sign. Attachments: OCOR 2021 DCRF Staff Mem2.Rdf Denial Resolution - 2021 Oncor.pdf OCSC Timeline Report 2020.Rdf F. Consider approval of a Resolution denying a proposed application filed on April 5, 2021 by Texas -New Mexico Power to amend its Distribution Cost Recovery Factor ("DCRF") to increase distribution rates within the city; and authorizing the Mayor to sign. Attachments: TNMP 2021 DCRF Staff Memo.pdf Resolution - 2021 TN P.pdf End of Consent Agenda 9. Consider approval of an Ordinance authorizing the issuance and sale of "City of Coppell, Texas, General Obligation Refunding Bonds, Series 2021" and approving various documents related to such bonds, and authorizing the Mayor to sign. Attachments: GO refunding Series 2021 Memo to Council.Rdf Coppell GO Ref 2021 --Bond Ordinance (v.1).pdf Credit Opinion - Coppell (City of) TX.pdf 10. Consider approval of an Ordinance authorizing the issuance and sale of City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligations, Series 2021; approving various documents related to such certificates of obligation; and authorizing the Mayor to sign. Attachments: CO Series 2021 Memo to Council.pdf Coppell CO 2021 --ordinance (v.1).pdf Rating Action - oodys-assigns-Aaa-to-City-of-Coppell.pdf Credit Opinion - CopRell (City ofi TX.Rdf ati_ngsDirect SuaryCoppellTexasGeneralObligation.Rdf 11. Consider approval of an Ordinance of the City of Coppell, Texas, Amending the Code of Ordinances by amending Chapter 9 "General Regulations", Article 9-1 "Animal Services", Section 9-1-1 "Definitions" of the Code of Ordinances to add the definitions of "Tether", "Tethering Device", and "Properly Fitted"; Amending the Code of Ordinances by amending Chapter 9 `General Regulations', Article 9-1 "Animal Services", Section 9-1-3 "Running At Large" of the Code of Ordinances by replacing it City of Coppell, Texas Page 4 Printed on 4/23/2021 City Council Meeting Agenda April 27, 2021 in its entirety and replacing with a new section 9-1-3 "Running At Large/Restraint"; and authorizing the Mayor to sign. Attachments: Tethering Ordinance Memo.pdf Tethering Ordinance.pdf 12. City Manager Reports - Project Updates and Future Agendas 13. Mayor and Council Reports Report by the City Council on recent and upcoming events. 14. Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. A. Report on Carrollton/Farmers Branch ISD/Lewisville ISD - Mayor Pro Tem Mark Hill and Councilmember Brianna Hinojosa-Smith B. Report on Coppell ISD - Councilmembers Brianna Hinojosa-Smith and Biju Mathew C. Report on Coppell Seniors - Councilmember Gary Roden 15. Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 16. Necessary Action from Executive Session 17. 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 23rd day of April, 2021, at Ashley Owens, City Secretary City of Coppell, Texas Page 5 Printed on 4/23/2021 City Council Meeting Agenda April 27, 2021 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 make requests for these services seventy-two (72) hours — three (3) business days ahead of the scheduled program, service, and/or meeting. To make arrangements, contact Kori Allen, 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. City of Coppell, Texas Page 6 Printed on 4/23/2021 C',P FE L File ID: 2021-5651 Version: 1 File Name: Northlake City of Coppell, Texas Master File Number: 2021-5651 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Executive Session In Control: City Council File Created: 04/21/2021 Final Action: Title: Discussion regarding real property located south of East Belt Line Road and east of South Belt Line Road. Notes: Sponsors: Attachments: Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5651 Title Discussion regarding real property located south of East Belt Line Road and east of South Belt Line Road. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 C',P FE L File ID: 2021-5645 Version: 1 City of Coppell, Texas Master File Number: 2021-5645 Type: Agenda Item Reference: File Name: exec session - real property s. of bethel, w of coppell rd 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Executive Session In Control: City Council File Created: 04/20/2021 Final Action: Title: Discussion regarding property located south of Bethel Road and west of S. Coppell Road. Notes: Sponsors: Attachments: Contact: Drafter: Related Files: Enactment Date: Enactment Number: Hearing Date: Effective Date: History of Legislative File ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5645 Title Discussion regarding property located south of Bethel Road and west of S. Coppell Road. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 C',P FE L File ID: 2021-5640 Version: 1 File Name: Alt. Judge City of Coppell, Texas Master File Number: 2021-5640 Type: Agenda Item Reference: Title: Discussion regarding Alternate Municipal Judge. Notes: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Executive Session In Control: City Council File Created: 04/19/2021 Final Action: Sponsors: Enactment Date: Attachments: Enactment Number: Contact: Hearing Date: Drafter: Effective Date: Related Files: History of Legislative File ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5640 Title Discussion regarding Alternate Municipal Judge. Summary Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: [Enter Staff Recommendation Here] Strategic Pillar Icon: if::Foster an Illncllluslii e Coimimui6lty I11:::'abriiic EI,iImi,ic f, if, U ,iI,�,),j,j..e loi, lfu,O I a I�,'xp„ l i'[cf, City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5640) dreate isiii neurn Ill IMIM)"italJolin IIN,Jii:)des �,o IResc,,wrce IlNAauYiac e e Sustainable Government City of Coppell, Texas Page 2 Printed on 412312021 C',P FE L File ID: 2021-5641 Version: 1 File Name: WKS 4/27/21 City of Coppell, Texas Master File Number: 2021-5641 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Work Session In Control: City Council File Created: 04/19/2021 Final Action: Title: A. Discussion regarding agenda items. B. Future Oriented Approach to Residential Development (FOARD) Taskforce Report. C. Discussion regarding Oncor's Distribution Cost Recovery Factor (DCRF) resolution. D. Discussion regarding Texas -New Mexico Power's Distribution Cost Recovery Factor (DCRF) resolution. E. Discussion regarding mask mandate in city facilities. Notes: Sponsors: Attachments: City Council presentation - FOARD hand-out.pdf Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5641 Title A. Discussion regarding agenda items. B. Future Oriented Approach to Residential Development (FOARD) Taskforce Report. C. Discussion regarding Oncor's Distribution Cost Recovery Factor (DCRF) resolution. D. Discussion regarding Texas -New Mexico Power's Distribution Cost Recovery Factor (DCRF) resolution. E. Discussion regarding mask mandate in city facilities. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 April 27, 2021 FOARD Board Presentation Notes Approach Corporate Infused Choice City Supported Choice Personal Choice PLUS City Supported Choice Villages Concept XX -- Promoting active lifestyle Mixed Community Use XX XX -- Reduce isolation Cohousin XX gated community (250+ in US) ** Members are both recipients of services & volunteers — 55+ Housing Development (i.e. Niche Retirement Communities; Active Adult; etc.) XX ** A large planned development where the community Housing Cooperatives XX -- Single Family Homes XX Life Plan Communities / Continuing Care Communities / Long -Term Care Facility XX -- Condos / Town Homes / Apartments Aging in Place land for 55+ homeowners, various income housing areas, as XX XX Naturally Occurring Retirement Community NORC) ** Houses that share common areas like Kitchens, living XX "Granny Pod" corporation to build the cohousing environment. XX XX Group Homes / House Sharing XX XX XX Short Abbreviated Definitions of Housing Approaches (For more deeper info, contact FOARD Board) ** Village Concept is built on the idea that together we're stronger & will successfully navigate the transitions of growing older ** Emphasis on peer-to-peer networking -- Promoting active lifestyle Villages Concept -- Improve health -- Reduce isolation ** The Village Model Paradigm: Aging in place without a gated community (250+ in US) ** Members are both recipients of services & volunteers — Services based on local needs determined by community ** A large planned development where the community provides various housing types: -- Single Family Homes -- 55+ Active Adult Section Mixed Community Use -- Duplexes -- Condos / Town Homes / Apartments ** Developers requested/required to use a percentage of land for 55+ homeowners, various income housing areas, as well as housing options like townhouses. ** Houses that share common areas like Kitchens, living rooms, outdoor areas, etc. ** Developer proposes plan or homeowners form a corporation to build the cohousing environment. -- Connected Relationships Cohousing -- Smaller Footprint -- Private Homes -- Common Spaces -- Participation -- Shared Values 55+ Housing Development ** Housing (single house / high rise apt -living) conducive to (i.e. Niche Retirement Communities; Active Adult; etc.) aging in place built in a master community with amenities for active adults ** Onsite Director of Activities plans activities, endorses hobbies, sporting activities, trips, etc. ** Onsite amenities like golf courses, tennis/pickleball courts, fitness center, swimming pools, party rooms, crafting rooms, coffee shops, restaurants ** Government / Non-Profit / Member-Owned, restricted to 55+ ** A co-op can be single -family houses, apartments, mobile homes. ** The corporation is membership-based, share purchase in Housing Cooperatives the cooperative. ** Each shareholder is granted the right to occupy one housing unit. ** Primary advantage of the housing cooperative is the pooling of the members' resources (buying leverage — electricity, lawncare, handyman services, etc.) Life Plan Communities / Continuing Care Communities / ** Housing (cottages/apts/rooms)that includes a community Long-Term Care Facility with independent living houses, apartments, assisted living facilities, memory care units, nursing home care; allowing ability to `graduate' to more care as time goes on. ** Amenities can include: -- Transportation -- Runs to grocery, errand, DR. visits -- Additional daily care givers ** Currently, 59 Facilities exist in surrounding cities of Lewisville, Carrollton, Irving, Flower Mound, Grapevine, etc. ** The ability to live in your home —(55+) safely, independently, and comfortably, regardless of age, or ability level. ** Home may need vast modifications for elderly amenities like bathroom rails, opening up walls for open concept, Aging in Place building ramps on steps; install technology to monitor activity/need for help ** Aging services, discounts, & tax breaks make aging in place more amenable ** Village Concept supports Aging in Place ** Neighborhoods or locations where homeowners decide to age in place ** Working together, neighbors form a network of shared support services to stay in their home comfortably & safely - Hence, the community's commonality is naturally occurring Naturally Occurring Retirement Community (NORC) or organic) ** Coppell has some pockets that exhibit some NORC properties, but they have not formed a network (EX: Village Concept) ** A "tiny house", around 500 square feet built on a large lot behind or on the side of a large house for elderly parent. 1 Bed; 1 Bath; Living Room; Kitchen ** A family compromise instead of parent moving inside a family home or moving to retirement housing "Granny Pod" ** Most of these are built with all ADA amenities to assist the parent — i.e. hand railings, remote monitoring, etc. ** Coppell has about 3 approved `casitas' but with limitation in kitchens ** Group Home — Licensed — a corporation purchases a residence, modifies it with ADA & senior housing needed equipment / licenses home ** 3 -Types of Licenses depending upon level of care provided in home ** In Coppell: 205 Plantation, corporate owned, run by 4 Seasons Senior Living ** Group homes house 6 to 10 residents & 2 -care -givers Group Homes / House Sharing during the day and 1 overnight ** House Sharing - homeowner invites family/friends/older adults to share their house/expenses/chores — peers residing together for companionship & cost efficiency ** If residents follow city ordinances there are no extra regulations to house sharing. Developer Conversations & Information Land deficiencies CJtr� CJ�JnJC;9� Land costs / improvements / own or rental potential Building Vertically W onk S e s s tong City role to incentivize senior housing solutions (own/apt) City direct participation in senior housing if financial environment is Flush out Developer examples and review viable what's best for Coppell and what the financial Financial `participation' with developers landscape can and can't allow ** City as business partner with developer — EX: city owns land/ developer is non-profit allowing for high rise (3 or 4 story senior apts) ** City bond funded senior housing (part or whole) Not only for senior living but the other 3 Pillars ** Tax abatements / incentives for FOARD board City Financial Participation for Seniors Structure the board time on things that are ** Federally subsidized solutions for seniors doable and will matter long term ** City partnership agreement on rent subsidies based on income COMING SOON - RECOMMENDATIONS TO IMPLEMENT SOME LOW BUDGET, EASY TO ENACT SERVICES FOR SENIORS DISCOVERED BY FOARD BOARD IN 2020 C',P FE L File ID: 2021-5649 Version: 1 File Name: PVWV Proclamation City of Coppell, Texas Master File Number: 2021-5649 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Proclamations In Control: Engineering File Created: 04/21/2021 Final Action: Title: Consider approval of a Proclamation designating the week of May 16-22, 2021, as "National Public Works Week"; and authorizing the Mayor to sign. Notes: Sponsors: Enactment Date: Attachments: PVVW 2021 Proclamation. pdf Enactment Number: Contact: Hearing Date: Drafter: Effective Date: Related Files: History of Legislative File ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5649 Title Consider approval of a Proclamation designating the week of May 16-22, 2021, as "National Public Works Week"; and authorizing the Mayor to sign. Summary Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: The Public Works Department recommends approval. Strategic Pillar Icon: if::Foster an Illnclllusliive Coimimunliity I11:::'abriiic City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5649) 1"" OasIsE-Expei,lei,-,ice dreate isiii nein Ill IMIM)"italJolin IIN,Jii:)des �,o IResc,,wrce IlNAauYiac e e Sustainable Government City of Coppell, Texas Page 2 Printed on 412312021 PROCLAMATION WHEREAS, Public Works employees design, construct, operate and maintain infrastructure, facilities and equipment that are of vital importance to the health, safety, and high quality of life of the citizens of COPPELL; and, WHEREAS, these infrastructure, facilities and equipment could not be provided without the dedicated service, teamwork and innovation of Public Works employees; and, WHEREAS, it is in the public interest for the citizens, civic leaders, and business leaders to gain knowledge of and maintain an interest in Public Works; and, WHEREAS, the year 2021 marks the 61st annual National Public Works Week sponsored by the American Public Works Association. NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do hereby proclaim May 16-22, 2021, as NATIONAL PUBLIC WORKS WEEK In the City of Coppell and encourage all citizens to join with representatives of the American Public Works Association and the City of Coppell in activities, events and ceremonies designed to pay tribute to our public works employees; and to recognize the substantial contributions they make in providing and protecting our health, safety, and quality of life. IN WITNESS THERE OF, I have set my hand and caused the seal of the City of Coppell to be affixed this 27' day of April, 2021. ATTEST: Ashley wens, City Secretary Karen Selbo Hunt, Mayor C',P FE L File ID: 2021-5644 Version: 1 File Name: Minutes 4/13/21 City of Coppell, Texas Master File Number: 2021-5644 Type: Agenda Item Reference: Title: Consider approval of the minutes: April 13, 2021. Notes: Sponsors: Attachments: CM 2021-04-13.pdf Contact: Drafter: Related Files: History of Legislative File 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Consent Agenda In Control: City Council File Created: 04/19/2021 Final Action: Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5644 Title Consider approval of the minutes: April 13, 2021. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 CFFELL Tuesday, April 13, 2021 KAREN HUNT Mayor CLIFF LONG Place 1 BRIANNA HINOJOSA-SMITH Place 2 WES MAYS Place 3 MIKE LAND City Manager City of Coppell, Texas Minutes City Council 5:30 PM MARK HILL Mayor Pro Tem GARY RODEN Place 4 JOHN JUN Place 5 BIJU MATHEW Place 6 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers Present 7 - Karen Hunt -,Cliff Long;Brianna Hinojosa-Smith;Wes Mays;Gary Roden -,John Jun and Biju Mathew Absent 1 - Mark Hill Also present were Deputy City Managers Traci Leach and Vicki Chiavetta, City Attorney Robert Hager, and City Secretary Ashley Owens. The City Council of the City of Coppell met in Regular Session on Tuesday, April 13, 2021 at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. 1. Call to Order As a result of recent Declarations of Emergency made by Dallas County and the City of Coppell in regards to the current pandemic, Governor Abbott has permitted for governing bodies to meet remotely and to conduct open meetings virtually. Mayor Karen Hunt called the meeting to order, determined that a quorum was present and convened into the Work Session at 5:32 p.m. 2. Executive Session (Closed to the Public) 1st Floor Conference Room Mayor Karen Hunt adjourned the Regular Session at 8:59 p.m. and reconvened into the Regular Session at 10:13 p.m. City of Coppell, Texas Page 1 City Council Minutes April 13, 2021 Section 551.074, Texas Government Code - Personnel Matters. Discussion regarding the evaluation for the City Manager. Discussed under Executive Session 3. Work Session (Open to the Public) Council Chambers A. Discussion regarding agenda items. B. Discussion regarding homestead exemption. C. Discussion regarding term limits for city council members. D. Presentation and discussion regarding the proposed Memorandum of Understanding between the City of Coppell and the Coppell Arts Center Foundation. E. Discussion regarding ordinance amendment to increase the maximum operating speeds for passenger trains for DART Silver Line Service. F. Discussion regarding mask mandate in city facilities and COVID-19 safety protocols in relation to Citizens' Appearance comments. Presented in Work Session Regular Session Mayor Karen Hunt adjourned the Work Session at 7:02 p.m. and reconvened into the Regular Session at 7:30 p.m. 4. Invocation 7:30 p.m. Councilmember Biju Mathew gave the invocation. 5. Pledge of Allegiance Mayor Karen Hunt and the City Council led those present in the Pledge of Allegiance. 6. Citizens' Appearance 7. Presentations Mayor Hunt asked for those who signed up to speak: 1) Davin Bernstein, 228 Hollywood Drive, spoke in regards to homestead exemptions. 2) Thomas Burrows, 138 Wynnpage, spoke in regards to code issues. Presentation by Oncor. Kita Hobbs, Oncor Area Manager, gave a presentation to the City Council. City of Coppell, Texas Page 2 City Council Minutes April 13, 2021 8. Consent Agenda At this time, Mayor Karen Hunt requested that Consent Agenda Item B be considered separately so that she could dismiss herself upon filing a Conflict of Interest Affidavit. Consent Agenda Items A, C -F were considered together. A. Consider approval of the minutes: March 23, 2021. A motion was made by Councilmember Wes Mays, seconded by Councilmember Cliff Long, that Consent Agenda Items A, C -F be approved. The motion passed by an unanimous vote. B. Consider approval of an Ordinance for PD -305-C (Planned Development -305 -Commercial), to amend the detail site plan to allow for an additional 1,400 -square -foot restaurant with drive-thru to an existing development with a current restaurant use with 2 future parking spaces on 0.842 acres of land, located at 205 N. Denton Tap Road; and authorizing the Mayor to sign. At this time, Mayor Karen Hunt dismissed herself from Council Chambers due to filing a Conflict of Interest Affidavit for Consent Agenda Item 8-13. A motion was made by Councilmember Wes Mays, seconded by Councilmember John Jun, that Consent Agenda Item B be approved. The motion passed by an unanimous vote. Enactment No: OR 91500-A-765 C. Consider approval of an Ordinance for PD -184R2 -SF -ED (Planned Development -184 Revision Two- Single -Family Residential- Estate District) to incorporate the existing carriage house as a part of the Planned Development District and to allow the addition of a guest suite, pool pavilion, game room, greenhouse, porch, and new entry gate to an existing residential unit located on 5.067 acres of land located at 748 Deforest Road; and authorizing the Mayor to sign. A motion was made by Councilmember Wes Mays, seconded by Councilmember Cliff Long, that Consent Agenda Items A, C -F be approved. The motion passed by an unanimous vote. Enactment No: OR 91500-A-766 D. Consider approval of awarding a contract to Custard Construction; for the repair of the columbarium offices at 400 Freeport Parkway; in the amount of $82,963.21; to be funded by the insurance claim with Texas Municipal League; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Wes Mays, seconded by Councilmember Cliff Long, that Consent Agenda Items A, C -F be approved. The City of Coppell, Texas Page 3 City Council Minutes April 13, 2021 motion passed by an unanimous vote. E. Consider approval of awarding the replacement of the gymnasium roof at the CORE; to the Garland Company; in the amount of $177,954.00; as budgeted; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Wes Mays, seconded by Councilmember Cliff Long, that Consent Agenda Items A, C -F be approved. The motion passed by an unanimous vote. F. Consider approval of awarding the renewal of RFP# Q-0419-01 Janitorial Services to Oriental Building Services, Inc.; for a one-year period beginning June 1, 2021; with options to renew an additional two (2), one-year terms; for a total cost of $410,616.00; as budgeted; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Wes Mays, seconded by Councilmember Cliff Long, that Consent Agenda Items A, C -F be approved. The motion passed by an unanimous vote. End of Consent Agenda 9. PUBLIC HEARING: Consider approval of a zoning change request from PD -280-R (Planned Development -280- Retail) to PD -280R -R (Planned Development -280 Revised- Retail) to approve a Detail Site Plan for an improved Lift Station on 0.725 acres of land located on the south side of Sandy Lake Road, approximately 1,100 ft east of MacArthur Boulevard. Presentation: Mary Paron-Boswell, Senior Planner, made a presentation to the City Council. Mayor Karen Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to close the Public Hearing and approve this Agenda Item subject to the following condition: 1. There may be additional comments at the time of Building Permit and Detail Engineering Review. The motion passed by an unanimous vote. 10. City Manager Reports - Project Updates and Future Agendas Update regarding 87th Legislative Regular Session. City Manager Mike Land gave an update on various city projects: Regarding Airline Drive, the first concrete pour from their batch plant was last City of Coppell, Texas Page 4 City Council Minutes April 13, 2021 Friday. Regarding the Cambria/Wise project, a neighborhood meeting was held last Thursday, approximately 20 residents attended, the feedback was positive, and the contractor is mobilizing this week. Alley Improvement Project — contractor is mobilizing next week. Regarding Plantation Drive, Public Works is planning to bring the construction contract to City Council for consideration of award on May 11th. We are hearing that there is an industry -wide cement shortage that may impact project schedules and we are monitoring that with each contractor. Grapevine Springs Park Dredging and Wall Repair project will advertise for bids beginning this week. Bid opening will be May 6. City Manager Mike Land gave an update on the 87th Regular Legislative Session. 11. Mayor and Council Reports Report by the City Council on recent and upcoming events. Please join City Council and Staff as they discuss the new Five Year Forecast. This workshop will be an opportunity to learn how to read the new document, which lays the foundations for the budget process. The meeting will be held on Thursday, April 15th, at 6 p.m. in Council Chambers at Town Center. You can livestream the meeting at www.coppelltx.gov. Have your documents safely shredded and recycled by PROSHRED! Bring up to four boxes (maximum size of each box is 9" x 12" x 17", or the size of a bankers box) to the Coppell Service Center, 816 S. Coppell Road, between the hours of 8 am and noon on Saturday, April 24th. All shredded paper will be recycled, and your container will be returned to your trunk or backseat. Residents are encouraged to come early to ensure space in the truck for their documents. Early Voting begins April 19th through the 27th for the Municipal General and Special Election. Early Voting by personal appearance is available for Dallas County residents at Coppell Town Center. Coppell residents who live in Denton County can vote anywhere in Denton County during Early Voting. On Election Day, Dallas County residents can vote at Coppell Town Center. Denton County residents will vote at Victorious Life Church, 2671 MacArthur Boulevard, Lewisville, TX 75067. More information can be found on the City Secretary's Election page at coppelltx.gov/election. 12. Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. The state of Texas' vehicle registration exemption expires soon, please make sure to have your vehicle registration up to date. City of Coppell, Texas Page 5 City Council Minutes April 13, 2021 Farewell, Angelina will be playing in the Socially Distanced Main Hall at the Coppell Arts Center on Saturday, April 17th beginning at 8:00 p.m. At this time, the City Council recessed the Regular Session and convened into the Executive Session at 8:57 p.m. 13. Necessary Action from Executive Session 14. Adjournment A motion was made by Councilmember Gary Roden, seconded by Councilmember Brianna Hinojosa-Smith, to extend the City Manager's contract through September 2023, and provide for a 3% increase to the current base salary of the City Manager effective October 1, 2021, and provide for a $10,000.00 bonus to be paid as either a bonus or deferred compensation as selected by the City Manager. The motion passed by an unanimous vote. There being no further business before the City Council, the meeting was adjourned at 10:16 p.m. Karen Selbo Hunt, Mayor ATTEST: Ashley Owens, City Secretary City of Coppell, Texas Page 6 C',P FE L File ID: 2021-5579 Version: 3 City of Coppell, Texas Master File Number: 2021-5579 Type: Agenda Item Reference: File Name: Coppell Sandy Lake Lift Station Addition Ordinance 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Consent Agenda In Control: City Council File Created: 03/06/2021 Final Action: Title: Consider approval of an Ordinance for PD -280R -R (Planned Development -280 Revised- Retail) to approve a Detail Site Plan for the construction and maintenance of Lift Station to be located on 0.725 acres of land on the south side of Sandy Lake Road, approximately 1,100 feet east of MacArthur Boulevard; and authorizing the Mayor to sign. Notes: Sponsors: Enactment Date: Attachments: Ordinance Memo.pdf, Ordinance.pdf, Exhibit A - Legal Enactment Number: Description.pdf, Exhibit B - Detail Site Plan.pdf, Exhibit C - Building Elevations.pdf, Exhibit D - Landscape Plans.pdf, Exhibit E - Fence Details.pdf Contact: Hearing Date: Drafter: Effective Date: Related Files: History of Legislative File Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: 1 Planning & Zoning 03/18/2021 Approved Pass Commission 2 City Council 04/13/2021 Close the Public Hearing and Approve Text of Legislative File 2021-5579 Title Consider approval of an Ordinance for PD -280R -R (Planned Development -280 Revised - Retail) to approve a Detail Site Plan for the construction and maintenance of Lift Station to be located on 0.725 acres of land on the south side of Sandy Lake Road, approximately 1,100 feet east of MacArthur Boulevard; and authorizing the Mayor to sign. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5579) Staff Recommendation: [Enter Staff Recommendation Here] Strategic Pillar Icon: 11:::Fosteir an Illnclllusliive Coimimui6lty 11:::'abirlc i,",f err 11 OasIsE-,'Xperlei'-'Ice 'lireate "N isiii iness aind Ill inino,litalJoin IIN,Jii:)des I es,,,wirce IINAauYiac e e Sustainable Government City of Coppell, Texas Page 2 Printed on 412312021 MEMORANDUM To: Mayor and City Council From: Mary Paron-Boswell, Senior Planner Date: April 27, 2021 Reference: Consider approval of an Ordinance for PD-28OR-R (Planned Development -280 Revised - Retail) to approve a Detail Site Plan for the construction and maintenance of a Lift Station to be located on 0.725 acres of land on the south side of Sandy Lake Road, approximately 1,100 feet east of MacArthur Boulevard and authorizing the Mayor to sign. 2040: Foundation of Sustainable Government Executive Summary: The property improvements include a new lift station, new concrete pavement, an odor control system, yard piping, emergency generator, and electrical control building. The existing lift station will be demolished and abandoned in place once the new lift station is online. The lift station will have a firm capacity of 6.9 MGD and this lift station provides service to approximately 23% of the city. The property is being platted in conjunction with this upgrade. Analysis: On April 13, 2021, the City Council unanimously recommended APPROVAL of PD -280R -R, subject to the following condition: 1. There may be additional comments at the time of Building Permit and Detail Engineering Review. Legal Review: The City Attorney reviewed this ordinance. Fiscal Impact: None Recommendation: The Planning Department recommends approval. Attachments: 1. Ordinance 2. Exhibit A Legal Description 3. Exhibit B Detail Site Plan 4. Exhibit C Building Elevations 5. Exhibit D Landscape Plans 6. Exhibit E - Fencing Plans 1 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE AMENDED, BY GRANTING A CHANGE IN ZONING FROM PD -280-R (PLANNED DEVELOPMENT- 280- RETAIL) TO PD -280R -R (PLANNED DEVELOPMENT -280 REVISED- RETAIL) TO APPROVE A DETAIL SITE PLAN FOR NEW CONSTRUCTION AND MAINTENANCE OF LIFT STATION TO BE LOCATED ON 0.725 ACRES OF LAND LOCATED ON THE SOUTH SIDE OF SANDY LAKE ROAD APPROXIMATELY 1,100 -FEET EAST OF MACARTHUR BOULEVARD, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN; PROVIDING FOR APPROVAL OF THE DETAIL SITE PLAN, BUILDING ELEVATIONS, LANDSCAPE PLANS, AND FENCING PLANS, ATTACHED HERETO AS EXHIBITS "B" THROUGH "E"; AND PROVIDING FOR DEVELOPMENT REGULATIONS; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Planning and Zoning Commission and the governing body of the City of Coppell, Texas, in compliance with the laws of the State of Texas and pursuant to the Comprehensive Zoning Ordinance of the City of Coppell, have given requisite notices by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally, and to all persons interested and situated in the affected area and in the vicinity thereof, the said governing body is of the opinion that Zoning Application No. PD-28OR-R should be approved, and in the exercise of legislative discretion have concluded that the Comprehensive Zoning Ordinance and Map should be amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as heretofore amended, be and the same is hereby amended by granting a change in zoning from PD -280-R (Planned Development- 280- Retail) to PD-28OR-R (Planned Development -280 Revised- Retail) to approve a Detail Site Plan for construction and maintenance of Lift Station to be located on 0.725 acres of land on the south side City of Coppell Ordinance Pg 1 TM 121365 of Sandy Lake Road, approximately 1,100 feet east of MacArthur Boulevard, for the property described in Exhibit "A" attached hereto and made a part hereof for all purposes. SECTION 2. That the Property will be used, developed and maintained for anew Lift Station., as provided set forth in the Detail Site Plan, Exhibit B, is hereby approved subject to the use provided herein shall be subject to the development regulations: A. The plat for this property must be filed. B. This Lift Station shall be constructed and maintained in accordance with Exhibits B through E. SECTION 3. That the Detail Site Plan, Building Elevations, Landscaping Plans and Fencing Plans attached hereto and incorporated herein as Exhibits `B" though "E"; respectively; and, are hereby deemed as development regulations to this development. SECTION 4. That the above property shall be used only in the manner and for the purpose provided for by the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and as amended herein. SECTION 5. That the development of the property herein shall be in accordance with building regulations, zoning ordinances, and any applicable ordinances except as may be specifically altered or amended herein. SECTION 6. That all provisions of the Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 7. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or 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 Comprehensive Zoning Ordinance as a whole. City of Coppell Ordinance Pg 2 TM 121365 SECTION 8. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Comprehensive Zoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 9. That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. SECTION 10. That this ordinance shall take effect immediately from and after its passage and the publication of its 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 2021. • m KAREN SELBO HUNT ATTEST: CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY City of Coppell Ordinance Pg 3 TM 121365 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE AMENDED, BY GRANTING A CHANGE IN ZONING FROM PD -280-R (PLANNED DEVELOPMENT -280- RETAIL) TO PD -280R -R (PLANNED DEVELOPMENT -280 REVISED- RETAIL) TO APPROVE A DETAIL SITE PLAN FOR NEW CONSTRUCTION AND MAINTENANCE OF LIFT STATION TO BE LOCATED ON 0.725 ACRES OF LAND LOCATED ON THE SOUTH SIDE OF SANDY LAKE ROAD APPROXIMATELY 1,100 -FEET EAST OF MACARTHUR BOULEVARD, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT "A" ATTACHED HERETO AND INCORPORATED HEREIN; PROVIDING FOR APPROVAL OF THE DETAIL SITE PLAN, BUILDING ELEVATIONS, LANDSCAPE PLANS, AND FENCING PLANS, ATTACHED HERETO AS EXHIBITS "B" THROUGH "E"; AND PROVIDING FOR DEVELOPMENT REGULATIONS; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. DULY PASSED by the City Council of the City of Coppell, Texas, this the day of 2021 • m KAREN SELBO HUNT ATTEST: CHRISTEL PETTINOS, CITY SECRETARY n 'd SANDYLASR- VI CINITY AOWCINITY �w LIT 1, f ,m, ,mffrw.�m I M. I ne 11 l I II LEGEND ABERENATIONS OWNER MINOR PLAT C -ELL SANDV LAKE LIFT STATION ADDITION LOT I, BLOCK Exhibit "A" OEM=,"`" ©TOCRnPtrtc, Page 1 of 1 p N Exhibit "B" O 1 cu RVE ..LL ro mAn:-ra�-NEN, sy Page 1 of 2 P NO. DELrA —lus LENcrn CHORD BFAenc CHORD �� %£ 9 p / 3 fir2fi. S.Go '29'E _ ® �- �- 6w 1° ¢ CZ 134 —Ir 'mQ.99'EASEMEN. �F V M siLOTJ-11ILONLLAGE 41.01 nIT08 I^y1 RAvnv 5[WER E Mea Pc rl3 Q WWNE 200]024, POLE 123 ql9\ OENON110N OF EXISTING LIFT SiAIION O.P.R.D.C.T. j (SEE SHEETS 0-100 THROUGH 0-103) - / ZONING: SINGLE FAMILY RESIDENCES (SF -7) CONCRETE ACCESS ftOPD 2 PG f23 / G r A [ I �.- ANO SIZE ORI YIAY / O)Q V / W R'o.W' PftOPO5E0 FENCE ANO CAME (SEE SHEEP C-101) o _— — __ F CE MAr __ ____ _______ '--_______ (SEE SHEEP C-100) - Nk r / / Y [nnrNC 3o"SANnARv r r Ir MAIN 5[RVC[Ht/N PROPOSED R.O.W.____ / - - F 0.031 OF AN ACRE li I I NCH WATER , LINE 5'00'W 38.84' vAkiAe[E wrLlrr `\ - (SEE SHEET CE 100) SO'(M (D .a ORAMACE GSENEN/ '• e ..� - 3] ra a (D _- S0.IS'OOE3]0014'. f �. ]0' GATE siME u10 Ou w11 '. _� _ OT I, BLOC I „. NNiHOIf (SEE C 105) - _ cn'F V .; I 0 72 OF AN TYRE . � I -1 t'- _ ExiS�/NC 2J"SVM/AFv ` 20' FWW NEMER AND VAULT _ _ _ SEpyE I r (SEE SHEEP N 104) I =�+25JEi P NI N N , 20' FORCE NN CFAV//v UNE \ (SEE SHEEP C-105) SEWE aRr i 53 snrnAkv sE c $ C -41, 5 a S 22 vo 22FM 5 ExrS//NG 5�4N a $,iii j'� � PROPOSED CONCRETE L � m ~ � l �L^ ` } S1E ORNFNA 'M55 \ (SEE SHEET C-101) 11Y' ORfa li SANDY W(E UN STATION (SEE SHEE15 - 00 v s3 II 1NR000N N-103)— --- ' 0 SEMEN/ T I e5i5 m (SYIO'E ) I I -= o. W. V f�- _ OCOR CON - ODOR CO 1ROL cvcicu AlITAR- 4 2J' SY SEWER ��_ _ _ ---- -- - WT1N EDUIPNEN CRAWtt LINE I�� __ ___ ssokv OEEf N -I i (SEE SH -Er' LOT 4R, BLOCK I ro or CORNERS OF COPPELL WLUNE 92191, 1021 vA ELECIRIGLL BUILOIN O.P.R.D.C.i. EMTOR PM ZONING: REfNL (SEE SHEET 5-tOfi o N I SITE DATA I BUIWINGUHBCHT 12, 3 I � / A11111 IANEN/\ LlElE —1—LI F A Y c ND po PErAV LAI 1-11IAI EU Y LOT 3R. BLOCK IN. O—L CORNERS OF COPPENILL EP.E�It2oL2 211 WWNE 092191.0PACE 021 ZONG:'RETAIL 8 Exhibit "B" / Page 2 of 2 " Q I bQ C corvNEc wAIER s / PROPOSED R.O��YYY......""" PER PLAT I / I��SIIrIrI - - I CURVE TABLE LOT 1, BLOCK A e. ST. JOSEPH MIJAGE p+ IELTA RADIUS LENGTH CHIX20 BEARING CHIX20 VOLUME 1003014, PACE 113 �® 4040 3)'1B' )95.00' VI.04' SM51'19i 41.0]' O.P.R.O.C.T. GRAPHIC SCALE o m ZONING: SINGLE FAMILY RESIDENCES (SF-))£ )SIS'3)"W CONCRETE ACCESS ROAD EXISRNG BRICK ZE DRNFWAY _ 0 SIPENCE (-6.8' H) - 4 (SEE SHEET C-101) OROCcs F�sEMEN/ i e Ex T OENOLITION OF EXISTING UFE STATION II�� ioai' PC 28c9 ; G AD kn vnv s[wEe (SEE SHEET O -Toa TO D-10]) yy ca L a OVER EPD /niNc [a / L 10 M1 E1EC1RREPLACE E%ISRNsixv HOLE I & G MAN - FORCfc INSTAANENTPL FENCE ✓1 RING PNO COVER WI ST1H / MAIN PER STANDARD DETAILS ISTD I' � eolr-Dowty rur IPoN ` I �-_ ----- -i _o ____ -- _ MANHOLE COVEIE PER CIN - -- LINE TO ExiniNc 3c' svlvr/Apr STPNOMO OETNLS _ NEVER scwE,a saacE ,uaN - ' scwER cka vrrvt/l✓E _ w 1 Sa'15GG"W 440.00 - ] � Bi P(/NPrNG roNNEcs/oN F i - - - W •- \" —:.- _ I -INCH WATER S.1. NG1 INSTALL EMERGENCY o, W_ CJ (D -- <.• YPASS ASSEMBLY LT] C1 SERVICE INE -- (SEE DETAIL I] ON U (SEE OlE ) _ CHEET C-01) -- - rNc _ _ _ _ (rloe] 1 .. �� s 20 GATE VALVE____ . Sa'15'Oa"E ]Oa Y I+a+ti/a+r O 8' DIA NH ENn/wc 2 - NS— 1Z WMUBLE W LOT BLOCK I a� AND GATE VALVE _ creat/ ul✓[ -- OP o d O 121 OF AN ACRE _ - D 6 DIA NH RNPMENTIL DO '— - SWING GATE PER I ] 573 SO PT 1" 1 — _ EX SING BRICK STANDARD DEENL ExiS)/NC 10" FLOW NEIER ANO VAULT r FENCE (] H) _ --- Enni _ cm[xlS//NG r (SEE SHEET N 104) O�caEE\v ---- Nc 10' FORCE NNN �� scwE ox (SEE SHEET C-105) 6/] i PARK NG � W t R LwAvnr UNE \ W SPMES ua/N - a (11P Z) cF DC i �� v 63 ( 1I \ E% /SUNG BR CN a aAMss 0.. FENCE (-)B H) SEE "NOTE ) - -- 0.. 4 I, SPNOT AKE LFT STATON O I` (SEE SHEETS M 00 U LOT 4R, BLOCK I \-PROPoSEO CONCRETE 1HROUCH N CORNERS OF GOP— VOLUME 91191, PACE 1011 O.P R.O.C.T. ZONING: RETAIL / \ INSTILL 90' ELBOW UP ✓� i SO' ( J�< v 5s3 III - - (SYIO•E 140') - --- -- AND RUN COPPER WATER - F \ PIPE TO PROMISED HOSE- TI DOR CONTROL M1EM _ STATION O f N SPNIi,NtY SEWER �AL� TH EQUIPMENT COvER- (SEE SHEETS M-100 LT7 CRANTY LINE STALL I' REDUCED SEE SHEET N-105) 1Hft0UCH N-10]) (SEE SHEET C-105) PRESSURE ZONE F. ASSEUB�LY IN INSU�lEOI - EXISTING BRICK INSTALL 4" CLEANOUT PQt �iNL'Rl TEN PER CITY SOWDWO OETNLS FENCE (-J.3' n) uNNO N.F...e..... e.... �..... v Y W jVI (SEE SHEETCE'10]) A/N NOTES' P� INSTILL 4" CLEANOUT PER CIN STANGARO DETAILS WITHIN NEVER BNL VN I. CONNECT RI EXISTING S INCH COPPER WAIEOF 3 FE SHOWN. 6. OVE HEAD U SHA__ PROVIDE ADEQUATE UNDERGR SUPPORTDUTI FOR EXISTING v 6/ W THIN NEITA Po% PER CIN WAIERUNE SHALL BE INSTPLLID A MINIMUM OF ]-FEET DEEP ,WO OKRHEID UTILITIES ,WO FOR UNDERGROUND UTILITIES THAT WILL OF COPPELL Si OARO DETAILS ON A CONSTANT SLOPE SO NO HIGH POINTS ARE CREATED. ROUTE BE CROSSED UNDER OPEN CUT. a a\9cc WATER UNE TO HOSE STATION AT UFT STATION AND TO THE ELECTRICAL BUILDING. SEE ELECTRICAL DRAWINGS FOR ROUTING ). SEE ELECTRICAL DRAWINGS FOR WATER AND SEWER LINES WIR i SR. 191, BLOCK I THIN BUILDING. CONTRACTOR RESPONSIBLE FOR ALL PIPE AND CONTINUATION IN BUILDING. FITTINGS i0 ROUTE PIPE. VOWNEPACE E91LL1021 1. WATER AND SEWER SERVICE LINES SHALL BE CONSTRUCTED IN O.P.R.O. ACCORDANCE WITH CITY OF COPPELL ADOPTED 1015 INTERNATIONAL ZONING: RETA TAIL PLUMING CODE. THE 4 -INCH GRAVITY UNE SHALL BE INSTA-lE0 AT UNOF 1 PERCENT SLOPE TO THE WET WELL AND BE BURIED AT LEAST 11 -INCHES BELOW DEPTH OF PAVEMENT. ]. EXISTING RCCP FORCE MAN SHALL BE REMOVED TO THE NEAREST JOINT FOLLOWING CONNECTION TO NAKE TRANSITION FROM NAN (NOD DUCTILE IRON FORCE NNN i0 EXISTING RCGP FORCE PRO (NO SEPARATE PAT ITEM). 4. CON MR SHALL SOD MY OISTURBED UNPAVED AREAS WITHIN THE EASEUENT. 5. CON MR SHALL VERIFY VERTICAJ_ AND HORIZONTAL LOCATION OF...... c E All EXISTING UTIUTIES AND STRUCTURES PRIOR TO BEGINNING ppp CONSTRUCTION AG -TIES. / ml =1 =Exhibit "C" 'age 1 f ��rrs PLAN 1111D NIU—N PNE—T LIIHT IUIE -EL -D NIU—N, 11-INI o CRET PANE� PIE�I�P=E IET� LL HDPE -R-— ` PD LIIHT IUIE -EL—MINI r I I DPE R111D NIU—N T 'ERH M -c 11 PL—D TYPE "A" WALL SECTION TYPE "B" WALL SECTION ROOF/CEILING SECTION EIN DOOR6,�E.ETR�O 'PE N 111EIDUIN11—TTAL P -- PR -ELANI WEST ELEVATION IIALE 3/. -I . NORTH ELEVATION IIALE 3/. -I . CONNECTION DETAIL SOUTH ELEVATION —El 1� I �L T �OECU. E,—EAR E IIREE�INIUIIIER�NI.CIETM�UNTEDII I A—EIINIII—T-ANDLE AN_-E_TRUNE DED I IRE—T IUILDINI R.1 LINE A—E, -EN. I ll-- IDDNft,��R_ER M 3 P%—U�,LDTN�N— M--UTREE� —NALAUREDWALWTNHAKN-MTEoN D N LEI, 'T U, RE 'TAh D 'PE C , ED RMAL ND D D E =E NM�' .1 I—ElERENCE—P-1 INTER- DIMEN11— IHALL REMAIN IIRM DATE 3/8/= I 1—UM —R-EILIN1181 11 I .1METI—WITH —ER18 ID —.HIDE -END-1—M T_ I D— ME xhibit "C" 'age 2 of 2 2• REMOVABLE PIPE ED_ PVC 46 (ttP z) BEND (TP) Q 4& ❑ ❑ //�QO��l ry� � 1� J 5.0 CAAGEOR.RBON CONGO CRPAN E d # EQUIP CIRICAL) (,p) FLOW A/fRP �Y-A 1 O/FA/FRP TYI� SyEPR1 12" PRP] GRADE EL 447.3 4B BEND MI EUNINATOR PLAN EQUIPMENT COVER SUPPORT FN SCALE: 5/4'=1'-D' DESIGN BY MANUF—MTUREUREN (SEE NOTE 7, ttP) EQUIPMENT COYER SUPPORTS, FOUNDATION DESIGN BY EQUIPMENT COYER UFPMURER (SEE NOTE 7) (ttP 4. SEE NOTE 7) 'c D 11EiM LKlIl c,D, sae FLOOR PENETWON WITH BONN BREAKER WPAPPED MOUND PIPE (ttP 2) 3'W PVC 2"0 P C DETAIL 1 MIST ELIMINATOR DRAIN P—TRAP L6w ^CBAR ON DSORBER TYPE 316 SS # EXHAUST SILENCER # S11ATON BATE (BEYOND) FT *FOUL NR BLOWER 0' FRP 45' BEND (TYP 2) _ Y+• -XIBEE CONNECTION WITH TYPE ]Ifi SS BAND CEANPS 295* TP 3) I2.'G" FRP 9EN0' REDUCING BD W jA #Q EL 448.2] O a a Up r��j DETAIL 1 MIST ELIMINATOR DRAIN P—TRAP ^CBAR ON DSORBER FT W jA #Q EL 448.2] i0C LL 447.68 o TYPE ]IB SS UNISTRUT SILENCER SUPPORTS MIS1E1lNINARIR DRNN 0 2INPVC BAL kK 2/OAPVC TO FT STATION d z iC w z w O AND V""— (SEE DETAIL BELOW) CONCRETE E EL 442.80 (REF C-100 FIXE a FLOOR PENETRTGN WITH BOND BREAKER W o F PMENT PAD TO THREADED CAP AT GRADE IRUCTURAL) (COORD LOCATION WITH NIST e CONBNUATON) WRAPPEO AROUND PIPE d 9 ¢ EUMINATOR SUPPORTS) I S/FA/FRP FROM W 6 W r m o - (2) 2' PYC ELBOWS UFT STATION 60 C100 FOR SECTION (REF ^ carvnN-AnON) 0 z m 12' FRP ELBOW oY SCALE. 3/4'-I -0 FL EL 442.000 0 r r _ F Jho NOTES: U ¢ 4 I EIXnPMENT DENOTED BY "" SHALL BE SUPPUED BY A SIN(%E MANUFAc1URER W } NEOPRENE HOSE PER SECTION 44 31 6. DIMENSIONS ALSO DENOTED BY '•" SIAM BE WIN TE 316 SS COORDINATED WITHEQUIPMENT SUPPUER W flVlO C—PS F a 2. CONCRETE PAD AND PAMNG SHALL BE SLOPED TO DRAIN WATER AWAY FROM 2" TRUE UNION EQUIPMENT. fl•11 V 3. CONTRACTOR SHALL COORDINATE DIMENSIONS AND CONNECTIONS WITH EQUIPMENT SIPPUER. LOCALE SLPH PENETRATIONS i0 AWID OONNC15 WITH LlElEAS LEE -THREADED CAP EQUIPMENT AND S3PPIXITS.AlE 4. ALL ANCHORS AND HARDWARE SHALL BE TWE 316 STAINLESS STEEL. o d .1 lEl. T 4 - 2' PVC TEE 5. PROMOE I. OF NON -SHRINK GROUT BETWEEN ALL EQUIPMENT/SUPPORT ANCHORS AND THE CONCRETE SLAB. Y aP opolKcorz _ , %a/2orz 6. CONCRETE ENCASE PIPE AND DUCT 8RAELOW STRUCTURES AND ROADS. 7. CONTRACTOR SHALL 'URNISH AND INSTALL 10'-O'Wz16'-O'Lz10'-0'H (AIN ® - w VERTICAL CLEARANCE) CARPORT -TWE EQUIPMENT COVER WIN 24 -GAUGE -9G0 GALVANIZED STEEL ROOF AND ENDURACOTE PAINT SYSTEM, MANUFACTURED BY MCnURYAWNINGS, INC. (VAI), OR APPROVED EWPL (COLOR UGHi GRAY 899). SUPPORT TYPES AND LOCATIONS TO BE DETERMINED DURING CONSTRUCTION. - _ REFER TO STRUCTURAL NOTES FOR MINIMUM DESIGN REWIREMENTS. CONTRACTOR SHALL BE RESPONSIBLE FOR EMINENT COVER AND FOUNDATION DESIGN S-13 BY TEXAS PROFESSIONAL ENGINEER ' - i DETAIL 1 MIST ELIMINATOR DRAIN P—TRAP Exhibit D" Page 1 of 1 CURE TABLE o 10 o 20 a N0. DELTA RADNS EENCn1 CHIX20 BEARING CHIXw DN® " U` s eei zs E CZ /i W I BLOCK A SII li li j Sr. -11 VIELIGE li VOLUME 8003024, PALE 123 O.P.R.O.C.T. ZONING: SINGLE F ILY RESIDENCES (SF -7) O Y WBBcM(WJ f F[ 430.03 OVERHMOEPO ECn 1111 111 1� 141C r SEE NOTE 1 � � R I I ALrI✓o r✓ 632 - — - T - o 1 (1) f a H PRO SED CONCRETE Ph E ENT C 1 !/NCr�NY ___ _ 14 I -W SEE NOTE I U 4 CME—R NQECTR CPL LOT 4R, BWCK I BUILDING CORNERS OF COPPELL N I VOLUME 92191, PALE 1021 Y I O.P.R.O.C.i.----- - T---) ZONING: REfNL r A\ SE c' 7P. &2. d G � I I I V 593 I I (-1 'E ' \ ----------------- --- --- u a 66r9�, Po s I _ kT F - J I A I .'F SPNOY ET ASLNEN/ Pc 5563 I—E STAnON r sa• s wOO �E 'T IO'W ,wnaLcs —NO— .., .,—. cxrsrrmc I b �� . rCxn,Nc S5 c`,eass n cre '• _,— —'.— ,. •� crE , - y I SO'15'00•E 300 a LOi 1, BWCK I �^ I 1 �- �--- ExiSriNc - - e amc f f 0.12I,5 OF AN ACRE ' sswr Rrb � � I - — - T - o 1 (1) f a H PRO SED CONCRETE Ph E ENT C 1 !/NCr�NY ___ _ 14 I -W SEE NOTE I U 4 CME—R NQECTR CPL LOT 4R, BWCK I BUILDING CORNERS OF COPPELL N I VOLUME 92191, PALE 1021 Y I O.P.R.O.C.i.----- - T---) ZONING: REfNL r A\ SE c' 7P. &2. d G � I I I V 593 I I (-1 'E ' \ ----------------- --- --- u a 66r9�, Po s I _ kT F - J I A I .'F SPNOY ET ASLNEN/ Pc 5563 I—E STAnON Lw a =1 Exhibit "E" z ,aoa OARE ER£ DAM�� 6w � �w Page 1 of 2 - - (SAFE ANDGALEEM FE, m w O F W Q OFF aaackET uNn Nc LOCAIND sysEMI U p �� , �`!- ✓ SECTION VIEW SECTION VIEW 00 FICI CANE A BORT OD EOOSI O CONTRACTOR N,RESEOA1111111TEI DROMT , pa''F �U - — NATATLEDSECURE CAP BETWEEN .. 1111 IND ICLETA 1.1 N A � MTTEN�`C`AI AND was AosRRNs_ CAP 1RAss NOT 3, ORNAMENIAL DE ( E D COLOR) SHALLRE SELECTED Rr OWNER.(EaDmRE Al S) m r x w= a TA ORNAMENL FENCE DETAIL ORNAMENTAL GATE DETAIL LOCKING SYSTEM w>° - w E0, do�d a Wh o oR �PRo'D EOD °� �,ORLIND FLE ER = WE ��E�N� 11 12 E oEo a AI A o 0 r ° WELI STEEL �n�NALAN,RNA D DI MJ SLEEVE nT �R NE �� OR< -BOLT F LL oo �6 _. TO' DIR OlAlR APPROVED VERTICAL ADJUSTMENT THESE DRATMEN ARE �O D�E� �_,a, P�� "I'DATED STEEL TRaNsnDN EiECE LED NEM 'CS AEW AND ARE NDED FAN �E[e 40 EI TwaROVEo OAHN CESTALo VALVE ION YNTM B E STANCHION �L E�Ro OR AP D ) 'm MIN. A po °RONaE"� . ED N, WLH1, ALL ELDOUTS MER BOATITALED NDTS aNLE� HEEL 2, STEEL FRANITON PIECE To RE DESTED AND FAINIATER AR CONINETE IRE MANIFACTITICI EASED RE REroMMENDATIONRESTRAINED ,FEEL FAAN5TRN A SHALL RE OCATED FOR RDRIED�L CONNECT TO PC D 2F'— INT TEE aNEo m� BOLTS (A EA MINS ANE INCH SEWERWLH SER"CE. 20" DIP TO EX 20" RCCP CONNECTION DETAILS RDR�Eo E� THNAs AND La� _ SHALL RE MECH��LLv RE� a�Eo 1SET VALE ILVE FEE CITI OF C.— DETAILS 3_REFER TO DETAIL , ON A_so3 AND =PEA�EICATI.N 11.1 FOR PPE MRIART2. _ 'AT 10 SPE'IF ANCHOR COLT= = ALL RE THEE �04 sAINLEn EEL oPAaNEo ASSEN NOT TO SCALE EMERGENCY BYE DETAIL n ADJUSTABLE PIPELE SUPPORT n SADD NO D SCALE NOT TO ScAASS os. C-902 Exhibit "E" Page 2 O 2 amw PhosphateGoa < ,. �;\ « �«y . , . "I'l."C \R 1- WE s \ :.� t - Z , Epoxy Prhier Uniform Znc G C',P FE L File ID: 2021-5638 Version: 1 File Name: Senior Center Roof City of Coppell, Texas Master File Number: 2021-5638 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Consent Agenda In Control: Engineering File Created: 04/19/2021 Final Action: Title: Consider approval of awarding a contract for the metal restoration/re-coating of the roof at the Coppell Senior Center; to the Garland Company; in the amount of $157,500.00; as budgeted; and authorizing the City Manager to sign any necessary documents Notes: Sponsors: Attachments: Senior Center Roof Memo.pdf, Senior Center Roof Restoration.pdf, Senior Center Roof Conditions & Solutions Report.pdf, Omnia Proposal - City of Coppell Senior Center.pdf Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5638 Title Consider approval of awarding a contract for the metal restoration/re-coating of the roof at the Coppell Senior Center; to the Garland Company; in the amount of $157,500.00; as budgeted; and authorizing the City Manager to sign any necessary documents Summary Fiscal Impact: Funds have been budgeted in the Infrastructure Maintenance Fund for this project. Staff Recommendation: The Public Works Department recommends approval. City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5638) Strategic Pillar Icon: Sustainable Government City of Coppell, Texas Page 2 Printed on 4/23/2021 COPPEL'L' r s MEMORANDUM To: Mayor and City Council From: Steve Shore, Facilities Manger Kent Collins, P.E., Director of Public Works Date: April 27, 2021 Reference: Metal Restoration/Re-coating of Senior Center Roof 2040: Pillar 0: Sustainable City Government Goal 3: Well-maintained City Infrastructure General Information: • The Senior Center, is a City -owned facility, located at 345 Bethel Road that was constructed in 2008. • The roof is original construction and was hit by major hailstorms that occurred in March of 2016 and June of 2018, in addition to numerous lesser storms. • The roof was scheduled and budgeted for restoration in fiscal year 2020/2021. • Public Works Department is recommending the complete restoration and re -coating of the roof surface for the Senior Center this fiscal year, as budgeted, in the amount of $157,500.00 • Repair was initially submitted to insurance provider. The claim was denied as there was not yet any active leaks, damage was deemed by provider to be cosmetic, but it is estimated that this restoration will delay replacement to 2040. Introduction: This agenda item is being presented to consider approval of awarding a contract with the City's contracted Roof Asset Management company, The Garland Company, a member of OMNIA Partners, quote 25 -TX -201076, for the restoration/re-coat of the Senior Center roof located at 345 Bethel Rd., in the amount of $157,500.00; as budgeted in IMF; and authorizing the City Manager to sign any necessary documents. 1 Analysis: The Senior Center is a City -owned facility at 345 Bethel Rd. that was constructed in 2008 and the roof is original to the facility. The roof is a low slope hydrostatic roof (decorative metal). The roof has been hit by two major and several minor hailstorms. The primary issues with the current roof as noted by inspection are: • The roof has been hit by hail, damaging the outer coating and exposing the bare metal. • Hail has also left dents throughout the roof. As the roof is low slope water is retained in these dents. • Water retention in these dents in combination with the outer coating being damaged throughout the roof is allowing rust and corrosion to occur. • Temporary patches over impact locations. • Seams have been damaged by hail impact. Conclusion: Based on physical roof discoveries, the following are issues that require restoration to extend the life of the roof: hail impacts on metal roof system, damaged protective coating of steel allowing "rusting" at hail impact locations, and weather-related damage on exhaust cap surface it is necessary to perform a cleaning and restoration of the metal surfaces and apply a protective coating. This is expected to extend the life of the roof to year 2040 and avoid further deterioration of the roof in the interim. Current cost to replace this roof would be approximately $600,000. The work will be performed during normal hours and performed such to minimize the disruption to city staff working on site. The roof restoration will take approximately one month to complete. This will not conflict with the use of the Senior Center, which can remain open and operational while the work is performed. Legal Review: This contract has been reviewed and vetted by purchasing staff and the City Attorney. Fiscal Impact: The fiscal impact of the agenda item is $157,500.00, as budgeted in the Infrastructure Maintenance Fund. Recommendation: The Public Works Department recommends approval of this item. NROOF PLAN SCOPE OF WORK & PROJECT NOTES r K x O d w= � o 00 o 75 w� z= W m 0 co K y 03 w in INN N. q VENT STACK FLASHING DETAIL Scale. Nis TE@Is �R SS PER SOONER ENI EFIELDPER SQ OVER ENTIRE FIELD CPR SEDER ec RETAL ROOF PANEL RU09 AREAS MUST SE PRI.R. IINH GUST -GO PRIMER REINS ORCEMESURFACE B BEFORE JIFIW APPLYR CINNGG RUST -GO PRIMER 1. SE GPS LARGER THAN AN V8' -�, CPR TYPICAL ROOF PANEL S.11 . NTS 111' -T1 1111 ,._'I 1\' LFTN CPR TYPICAL ROOF PANEL CM NTs �� OPR� DFS, aaa PERsa a�uaRT � \ >� wFRF�DPET Fra .._ UE IBIGET 1 eoaT 111 IR PTR as aiP PosvrsrFa ^� VT / REaR REa� ��c E E. y s E u�. RETRw aRE . ,w ..TT.wED ..••°•� J � `°` 1111111111INT "T TH "' q CPR CURB DETAIL S111, HIS 2 WK CRICKET DETAIL Jscala: NTs 0 CPR WHITE (rD 1.5 GL. PER 50 OVER ENTIRE FIEED PIR E COAL 1.1 GL PER NO ENTIREOVER A GRIP ESTER (EPED IN ) U EA SEALER GR o�¢� NOTE FLOTEID REINFORCEN,ENTR TSE HISED wRR CPRITIOSEAn^PRIMER ALER ON ANY GAPS LARGER THAN AN VR ZCPR TYPICAL SEAM DETAIL scale: NTS RUSTED AREAS MUST BE PRIlFD WITS RUST -GO P11- PRINFORAPIPIT 1UST SE USED IITR CPR A� SEALER ON ANY GAPS LARGER THAN AN 111 ice. CPR PIPE DETAIL Stela: NTS 4- G501 z° On N Z 0 O� E _ w � a 0 O¢ 00 4LDL P" o o K �s OP PERay.o"EAETNPiRE REm � 75 w m PEll K OB, Rt wRoo. vu�E� N n 4- G501 T H 9 C I O Ir COPPELL Senior Center, 8(. CornalUnih, Center Roof Conclitior-is 8(. SdUlti&IIS 1:::Zeroort Prepared By RL.J!,;!,;elHl Robert!; Prepared For, An(irew �Moore �Decunber 09, 2020 ollf CoVIII' iii "t°°`VIII'°7111 `s Coppell Senior Center/ Facility Summary..........................................................................................................................3 Coppell Senior Center / Low Slope: Hydrostatic Roof System (1 on 12) / Roof Section Photo..........................................5 Coppell Senior Center/ Low Slope: Hydrostatic Roof System (1 on 12) / Roof Section Drawing......................................6 Coppell Senior Center/ Low Slope: Hydrostatic Roof System (1 on 12) / Construction Details.........................................7 Coppell Senior Center/ Low Slope: Hydrostatic Roof System (1 on 12) / Photo Report: Jun 20, 2019 - Roof Conditions PhotographicReport...........................................................................................................................................................9 Coppell Senior Center / Low Slope: Hydrostatic Roof System (1 on 12) / Solution: Dec 11, 2019 ...................................17 Coppell Senior Center/ Sloped Roof: Snap Lock Metal (3 on 12) / Roof Section Photo..................................................20 Coppell Senior Center / Sloped Roof: Snap Lock Metal (3 on 12) / Roof Section Drawing..............................................21 Coppell Senior Center / Sloped Roof: Snap Lock Metal (3 on 12) / Construction Details.................................................22 Coppell Senior Center/ Sloped Roof: Snap Lock Metal (3 on 12) / Photo Report: Jun 20, 2019 - Roof Conditions PhotographicReport.........................................................................................................................................................23 Coppell Senior Center/ Sloped Roof: Snap Lock Metal (3 on 12) / Solution: Dec 11, 2019 .............................................30 T a1 W C I T v. 0 0 C,"OPPELL a��`G Po dy Y G::Illi^Ir7; The City of Coppell p�:.lillli Coppell Senior Center CASE # TGCRR-345-01 a III III ty S 111 IIIS IIIA Ill III's'TIll a III' 345 W Bethel Coppell Texas 75019 Municipal 19,393 Andrew Moore As requested, The Garland Company has inspected the roofing systems and assemblies associated with the structures located at the above referenced site, and file the following report. At the request of interested parties, The Garland Company, Russell Roberts, was asked to provide a roof conditions investigation of metal roof systems installed at 345 Bethel, Coppell, TX 75019. 111::wflfty Summmumu" 1113wie 3 Flat Roof: Single Ply Low Slope: Hydrostatic Roof System (1 on 12) Sloped Roof: Snap Lock Metal (3 on 12) 2008 3,900 Internal Roof Hatch 2008 2,300 Ladder Needed 2008 13,375 Ladder Needed 111::wflfty Su mmn°nair7 1113 wwie 9 11:11�1:11�1:llf secton 11:11hoto :wpuV:'i+ara::ton ll�IIlrwAdng T It W C I T v. 0 0 PPELL (:IkNrfl ; The City of Coppell Coppell Senior Center SE(1ic)in” Low Slope: Hydrostatic Roof System (1 on 12) C„ IIS "t 0 eta s ........ .. . . . 0 111 S t 2008 Square Footage 2,300 1 on 12 Eave Height 24' Ladder Needed System Type Standing Seam Contractor Kimora Custom Roofing Inc. Manuel Darnell 817-602-5361 (Mobile) mdarnell@kimoracustomroofing.com Roof # Layer Type Description Attachment R -Value Thickne,. 1 Deck Mechanically attached - - 1 Insulation Polyisocya n u rate Mechanically attached 19 3" 1 Metal Standing Seam Galvalume Mechanically attached - 22 GA 111)etafls 1113W]e 7" CASE #TGCRR-345-01 Section Summary: (Hydrostatic Metal Roof System) In general: (1) 2"+ hail impacts on metal roof system, (2) protective coating of steel "rusting" at hail impact locations, (3) uv degradation, (4) exposed clips, (5) weather related damage on exhaust cap surface, (6) hail impacts observed on Hip and Ridge cap metal surfaces �,'i:wmm t wmi ilCiiiww m Ill etafls II3wi IIC T a1 r C I T v. 0 0 PPELL Po ri Y D 111 trw e p IIIA t (::Ik Irk; The City of Coppell Coppell Senior Center .E, )()lrt lf:)MEI 06/20/2019 6 IE, Roof Conditions Photographic Report ger:Cflc)in" Low Slope: Hydrostatic Roof System (1 on 12) During our roof leak investigation of low slope (1:12) hydrostatic metal roof system alongside City of Coppell, Jeff Graham and The Garland Company, Russell Roberts we discovered the following items: • Weather related impacts on roof surfaces • Hydrostatic metal roof system water proofing seams with hail impacts • Temporary patches installed over impact locations on TPO surface • Hail impacts on gutter tray and downspouts • Hail impacts on exterior stone surfaces • Hail impacts on roof top units and duct work Drawing shows existing single lock system currently installed. ll13lllr0bt) IIIZ,ellport: Illuin 20, 0111l1�I) IIIZii.)of'(�imwfifions I1113hoti:)gra�tm'k: IIIZellt�ort 113w��i'!!) Drawing shows existing low floating clips installed with single lock system. FEMALE FACTORY SEALANT MA,LE', SEAM'SEAM Drawing shows existing panel dimensions of single lock metal roof SHOULDER" system currently installed. ll13lllr0bt) IIIZ,ellt�offr ��.IVuin 20, 0111l1�I) IIIwii,)of (�imwfifions I113hoti:)gra�h'k: IIIZellt�ort 1113wle 'I10 Observed 1 " on 12" slope of hydrostatic metal roof system. Observed 2" height on metal panel leg. II3IIIm0tu)IIIZ,ellt�orCr ��.Ilim.mon 20, 0111l1�I) IIIZui));wt(umwfifi:;nsIII3hott:graph'k:IIIZellt�a;wrt 1113wle 'I'll Observed .75" seam width at adjoining seams. Observed 16" wide metal roof panel currently installed. 111311110b�) 111::Zelpoff� Illuin 20, 201111) 111::Z�i�)of (�imwfifions 1113hoti:)graphk: 111::Zelport 1113wle '1112 Observed "W" Valley metal pan installed in valley. Photograph shows overall conditions of low slope roof system installed on front elevation. ll13lllr0tu)IIIZ,ellporC: 11lim.mon 20, 0111l1�I) IIIZui));wt(umwfifionsI113hott:gra�h'k:IIIZellt�ort 1113wie 'III3 Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. ll13lllr0bt) IIIZ,ellporC: IlVuin 20, 0111l1�I) IIIwii,)of (�imwfifions I113hott:)grew �tm'k: IIIZellt�ort 1113wle 'III�119 Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. II3III 0b) III w,ellfp�orCr ��.IVuin 20, 0111l1�I) III Zii'.)of (�imwfi'mm; ns I1113ho t:)graphk'�: IIIZellp�a; r 113wl 'III5 Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. II3III 0bt) IIIZ,ellt�orCr ��.IVuin 20, 0111l1�I) IIIwii.)of (�imwfifi:;ns I113mmott:)graph'k: IIIZellt�ort 1113wle 'I1116 T a1 W C I T v. 0 0 PPELL Po ri Y (:: kNrfl; The City of Coppell a:pa:ility; Coppell Senior Center gra:^a.f 6c)irul Low Slope: Hydrostatic Roof System (1 on 12) So ��))° �� „��I � „ III �� III �� )) (,,,,, III � �� ...... . ill � ��du Restore Action Year: 2021 2,300 Expected Life (Years): 10 $29,900.00 SCOPE OF WORK- SURFACE RESTORATION (10 YR) DESCRIPTION This guide covers proper application tips when spraying liquid SEBS rubber coatings. Airless spray equipment is an effective method of application particularly on large areas and irregular or vertical surfaces. Gas powered spray equipment can also be used (consult with equipment manufacturer for recommendations). Air -atomized application is not recommended. NOTE: CPR System can be applied by brush, roller or spray. Personnel using these products should familiarize themselves with procedures for personal safety, workplace precautions, and equipment operation. Refer to Product Data Sheet, Safety Data Sheet, and General Instructions for the spray pumps. CLIMATIC CONDITIONS Rain, fog, dew, frost, and relative humidity above 90% will adversely affect adhesion and physical properties of the coating. Do not apply if any of these conditions exist or will exist within five hours of application. The substrate must be dry at the time of application. At temperatures below 60°F (16°C), store and maintain material temperature above 65°F (18°C) in the container. Spray application is not recommended below 50°F (10°C). At temperatures above 80°F (27°C), reduce the application rate on vertical or irregular surfaces to prevent sags or runs. Do not apply when temperatures are above 100°F (38°C). SPRAY EQUIPMENT Airless spray equipment generates very high fluid pressure. Spray equipment must be properly maintained and operated. Any misuse of spray equipment or accessories (such as over -pressurizing, modified parts, or worn or damaged parts) can result in serious bodily injury, fire, explosion, or property damage. Read and follow the equipment manufacturer's instructions and recommendations. 1. Airless spray pump must have minimum 4,000 psi output pressure rating and adequate delivery volume to support the spray tip orifice, gallons per minute, rating. High-pressure airless sprayers with a higher maximum pressure capability will allow spray application in cooler weather or by using spray hose lengths greater than 200 feet (60.96 m). 2. Spray Pump Recommendations: a. Pump Ratio 45:1 b. Hose 3/8” ID Hose first 50'(15.24 m) with swivel connections and 1/2" ID hose for second 150'(45.72 m) 2 1 ^�w:,� �.m�m�:;w .. waw '111111, 'I ) 13w1e '1111" c. Pressure 4,000 psi. Working pressure is 2,000 psi min. at the gun. Depending on equipment set-up, you may be able to spray the coating as low as 1,800 psi. Based on tip size, raise pressure to remove fingers in spray pattern e. High-pressure fittings f. Input flow 100 psi g. Tip = .025-.031 for an 10" pattern at 12" distance when spraying the CPR White Coating or CPR Base Coat Recommended 12" extension with swivel tip i. Tip and pump sizes will change depending on temperature and pattern concerns j. Tip = .035 when spraying the CPR Seam Sealer BG SPRAYING TECHNIQUE 1. Hold the spray gun perpendicular to the surface at a distance of 18" to 24" (46 cm to 61 cm) from the roof. While triggering the spray gun, move it at a rate to produce the desired wet coating mil thickness without thin spots or "holidays. " Spray technique should include a "half lap" technique where each spray pass is overlapped 50% for uniform coverage. Check applied film thickness using a wet mil gauge. (32 wet mils per 100 sq. ft. (9.29 m2). 2. Using the 3,000 psi fluid pressure will provide a uniform spray pattern without fingering. 3. Allow a minimum of 24-72 hours cure time between coats for cure and solvent evaporation NOTE: Spray across roof and back -roll as needed to ensure uniform coverage, then back -spray across the same area to complete application. SPRAYING PRECAUTIONS 1. Rope off the area within 150'(45.72 m) of spray area. 2. Seal off ventilation intakes within the affected area. 3. Use windbreaks, where necessary, to confine spray mist and avoid damage to nearby surfaces due to overspray or drift. 4. Keep spectators and personnel away from spray area. CLEAN UP 1. Clean airless spray equipment with mineral spirits. Re -circulate thinner through pump supply, airless spray pump and spray hose to remove residual coating. Then flush with clean mineral spirits. 2. Do not leave in airless spray system for more than one hour. Under certain conditions, it is possible for these coatings to gel or harden inside the equipment. 3. For long-term storage, a final flush with mineral spirits is recommended. 4. For further details, consult with technical support or a sales representative. PROTECTION EQUIPMENT 1. Use supplied air -breathing apparatus with full -face mask or hood during any spray application unless monitoring demonstrates TDI exposure below OSHA permissible limits. 2. Fabric coveralls are recommended. 3. Impervious gloves are recommended. STORAGE AND HANDLING Storage a. Keep containers closed, store in a dry, cool place away from heat, sparks, open flame, and moisture. Keep material stored above 65°F (18°C). c. Open containers should be blanketed with dry nitrogen before resealing. Mixing a. Settling or separation may occur upon storage. b. Mix material before using to assure uniform consistency. Use Jiffy mixer for open head drums. c. Ground container and equipment to prevent accumulation of static charge. 2 1 ^wmw:)h.m�md';w�mCl ..w'I['I'I, �'I) 13wie'IIC 11:11�1:11�1:llf secton 11:11hoto :wpuV:'i+ara::ton ll�IIlrwAdng T a1 W C I T v. 0 0 PPELL Po ri Y G::Illi^Ir7: The City of Coppell a:pa:.lilllity; Coppell Senior Center lZXX fi Sa^a: k)irul Sloped Roof: Snap Lock Metal (3 on 12) W 3": 12" 0III 111 t ,'� „ III l« „ IIS III 1� eta Ill" Ladder Needed Case #TGCRR-345-01 CASE #TGCRR-345-01 Section Summary: (Hydro -kinetic Metal Roof System) 13,375 24 Snap Lock Kimora Custom Roofing Inc. Manuel Darnell 817-602-5361 (Mobile) mdarnell@kimoracustomroofing.com In general: (1) 2"+ hail impacts on metal roof system, (2) protective coating of steel "rusting" at hail impact locations, (3) uv degradation, (4) exposed clips, (5) weather related damage on exhaust cap surface, (6) hail impacts observed on Hip and Ridge cap metal surfaces, (7) hail impacts on gutters, (8) hail impacts observed on apron flashing metal surfaces. "i:wrrm t wmi ilCiiiww m Ill etafls 1113wle 22 T a1 r C I T v. 0 0 PPELL Po ri Y G::Illi^Ir7: The City of Coppell a:pa:.lilllity; Coppell Senior Center Sa^a: k)irul Sloped Roof: Snap Lock Metal (3 on 12) D 111 trw e :) IIIA t .E, )()irt II:)a tEl 06/20/2019 i IE, Roof Conditions Photographic Report During our roof leak investigation of hydro -kinetic metal roof system installed on 3 on 12 roof pitch alongside City of Coppell, Jeff Graham and The Garland Company, Russell Roberts we discovered the following items: • Weather related impacts on roof surfaces • Hydrostatic metal roof system water proofing seams with hail impacts • Temporary patches installed over impact locations on TPO surface • Hail impacts on gutter tray and downspouts • Hail impacts on exterior stone surfaces • Hail impacts on roof top units and duct work w PANEL - S TAN II,.'A C ....0 1',D Diagram shows roof system components installed on sloped roof section. ll13lllr0bt) IIIZ,ellport: Illuin 20, 0111I1�I) IIIZii.)of'(�imwfifions I113hoti:)gra�tm'k: IIIZellt�ort 1113wie 23 ro 12 "', 16 " o r '18 (No�rninal) Diagram shows roof system components installed on sloped roof section. Photo shows roof clip required in assembly of snap lock hydro -kinetic roof system currently installed. 111311110b�) 111:ZelporC: Illuin 20, 201111) 111::Z�i�)of (�imwfifions 1113hoti:)grew phk: 111:Zelport 1113wie 2,19 Photograph shows snap lock metal roof panel width installed on sloped roof section measuring 3 on 12 pitch. Photograph shows snap lock metal roof panel height installed on sloped roof section measuring 3 on 12 pitch. II1�3IIIm0b) III w,ellp�orCr ��.IVuin 20, 0111l1�I) III Zii'.)of (�imwfi'mons I1113ho t:)graphk'�: IIIZelllp'ort 1113wle 25 Photograph shows apron flashing width installed on sloped roof section measuring 3 on 12 pitch. Observed 3 on 12 roof slope on upper roof sections. *** Hydrokinetic roof system "Snap lock" panels typically installed on roof decks with 3 on 12 pitch or greater. II1�3IIIm0b) III w,ellp�orCr ��.IVuin 20, 0111l1�I) III Zii'.)of (�imwfi'mons I1113ho t:)graphk'�: IIIZelllp'ort 1113wle 26 Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. II131llr0bt) III:Ze llporC: IlVuin 20, 0111111) III ii,)of (�immfifi o ns III3mrott:)grew �tm'k: III ellt�ort II W��)2"a Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. ll13lllr0bt) IIIZ,ellporC: IlVuin 20, 0111l1�I) IIIwii,)of (�imwfifions I113hott:)grew �tm'k: IIIZellt�ort 1113wle 28 Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. Observed weather related impacts on metal panel roof surfaces. Observed moisture ponding in metal roof surfaces degrading water shedding capabilities. II1�3IIIm0b) III w,ellp�orCr ��.IVuin 20, 0111l1�I) III Zii'.)of (�imwfi'mons I1113ho t:)graphk'�: IIIZelllp'ort 1113wle 29 T a1 W C I T v. 0 0 PPELL Po ri Y G::Illi^Ir7: The City of Coppell a:pa:.lilllity; Coppell Senior Center lZXX fi Sa^a: k)irul Sloped Roof: Snap Lock Metal (3 on 12) So��° �� „��I � „ III �� III �� ,�� (,,,,, III � �� ...... . ill � ��du Restore Action Year: 2021 13,375 Expected Life (Years): 10 $148,765.00 SCOPE OF WORK- SURFACE RESTORATION (10 YR) DESCRIPTION This guide covers proper application tips when spraying liquid SEBS rubber coatings. Airless spray equipment is an effective method of application particularly on large areas and irregular or vertical surfaces. Gas powered spray equipment can also be used (consult with equipment manufacturer for recommendations). Air -atomized application is not recommended. NOTE: CPR System can be applied by brush, roller or spray. Personnel using these products should familiarize themselves with procedures for personal safety, workplace precautions, and equipment operation. Refer to Product Data Sheet, Safety Data Sheet, and General Instructions for the spray pumps. CLIMATIC CONDITIONS Rain, fog, dew, frost, and relative humidity above 90% will adversely affect adhesion and physical properties of the coating. Do not apply if any of these conditions exist or will exist within five hours of application. The substrate must be dry at the time of application. At temperatures below 60°F (16°C), store and maintain material temperature above 65°F (18°C) in the container. Spray application is not recommended below 50°F (10°C). At temperatures above 80°F (27°C), reduce the application rate on vertical or irregular surfaces to prevent sags or runs. Do not apply when temperatures are above 100°F (38°C). SPRAY EQUIPMENT Airless spray equipment generates very high fluid pressure. Spray equipment must be properly maintained and operated. Any misuse of spray equipment or accessories (such as over -pressurizing, modified parts, or worn or damaged parts) can result in serious bodily injury, fire, explosion, or property damage. Read and follow the equipment manufacturer's instructions and recommendations. 1. Airless spray pump must have minimum 4,000 psi output pressure rating and adequate delivery volume to support the spray tip orifice, gallons per minute, rating. High-pressure airless sprayers with a higher maximum pressure capability will allow spray application in cooler weather or by using spray hose lengths greater than 200 feet (60.96 m). 2. Spray Pump Recommendations: a. Pump Ratio 45:1 b. Hose 3/8” ID Hose first 50'(15.24 m) with swivel connections and 1/2" ID hose for second 150'(45.72 m) &A.ffio nim I111)ec'�! 'lll'lll, 2w; 11111) 1113wie 30� c. Pressure 4,000 psi. Working pressure is 2,000 psi min. at the gun. Depending on equipment set-up, you may be able to spray the coating as low as 1,800 psi. Based on tip size, raise pressure to remove fingers in spray pattern e. High-pressure fittings f. Input flow 100 psi g. Tip = .025-.031 for an 10" pattern at 12" distance when spraying the CPR White Coating or CPR Base Coat Recommended 12" extension with swivel tip i. Tip and pump sizes will change depending on temperature and pattern concerns j. Tip = .035 when spraying the CPR Seam Sealer BG SPRAYING TECHNIQUE 1. Hold the spray gun perpendicular to the surface at a distance of 18" to 24" (46 cm to 61 cm) from the roof. While triggering the spray gun, move it at a rate to produce the desired wet coating mil thickness without thin spots or "holidays. " Spray technique should include a "half lap" technique where each spray pass is overlapped 50% for uniform coverage. Check applied film thickness using a wet mil gauge. (32 wet mils per 100 sq. ft. (9.29 m2). 2. Using the 3,000 psi fluid pressure will provide a uniform spray pattern without fingering. 3. Allow a minimum of 24-72 hours cure time between coats for cure and solvent evaporation NOTE: Spray across roof and back -roll as needed to ensure uniform coverage, then back -spray across the same area to complete application. SPRAYING PRECAUTIONS 1. Rope off the area within 150'(45.72 m) of spray area. 2. Seal off ventilation intakes within the affected area. 3. Use windbreaks, where necessary, to confine spray mist and avoid damage to nearby surfaces due to overspray or drift. 4. Keep spectators and personnel away from spray area. CLEAN UP 1. Clean airless spray equipment with mineral spirits. Re -circulate thinner through pump supply, airless spray pump and spray hose to remove residual coating. Then flush with clean mineral spirits. 2. Do not leave in airless spray system for more than one hour. Under certain conditions, it is possible for these coatings to gel or harden inside the equipment. 3. For long-term storage, a final flush with mineral spirits is recommended. 4. For further details, consult with technical support or a sales representative. PROTECTION EQUIPMENT 1. Use supplied air -breathing apparatus with full -face mask or hood during any spray application unless monitoring demonstrates TDI exposure below OSHA permissible limits. 2. Fabric coveralls are recommended. 3. Impervious gloves are recommended. STORAGE AND HANDLING Storage a. Keep containers closed, store in a dry, cool place away from heat, sparks, open flame, and moisture. Keep material stored above 65°F (18°C). c. Open containers should be blanketed with dry nitrogen before resealing. Mixing a. Settling or separation may occur upon storage. b. Mix material before using to assure uniform consistency. Use Jiffy mixer for open head drums. c. Ground container and equipment to prevent accumulation of static charge. !wmw:)h.ffiw':w': .. ew'I '111111, 116) 1113wie 311 &:Affiom' Ill)ec! III I,20111I1��) 13ww,;w 32 Garland/DBS, Inc. 3800 East 91St Street Cleveland, OH 44105 Phone: (800) 762-8225 Fax: (216) 883-2055 ROOFING MATERIAL AND SERVICES PROPOSAL City of Coppell Coppell Senior Center 345 W Bethel Rd Coppell, TX 75019 Date Submitted: 01/22/2021 Proposal #: 25 -TX -201076 MICPA # PW1925 Purchase orders to be made out to: Garland/DBS, Inc. D B S 9E��=I AA1111 Please Note: The following budget/estimate is being provided according to the pricing established under the Master Intergovernmental Cooperative Purchasing Agreement (MICPA) with Racine County, WI and OMNIA Partners, Public Sector (U.S. Communities). The line item pricing breakdown from Attachment C: Bid Form should be viewed as the maximum price an agency will be charged under the agreement. Garland/DBS, Inc. administered an informal competitive process for obtaining quotes for the project with the hopes of providing a lower market -adjusted price whenever possible. Scope of Work: Metal Roof Restoration - Fluid Applied Coating 1. Power wash metal roof panel surface, prep for base coat. 2. Install Base coat over metal roof surfaces. 3. Install Top coat over base coat roof surfaces. NOTE: For full scope of work and manufacturers installation guidelines, please reference the project specifications and construction drawings. Metal Roof Restoration - Fluid Applied Coatina: Crawford Roofing Orlando Group Unforeseen Site Conditions: Wood Blocking (Nailer) Replacement (per Linear Foot) Additional Insulation Replacement (per Square Foot) Decking Replacement (per Square Foot) Page 1 of 2 $ 167,677 Incomplete Bid $ 10.26 $ 5.70 $ 15.96 Potential issues that could arise during the construction phase of the project will be addressed via unit pricing for additional work beyond the scope of the specifications. This could range anywhere from wet insulation, to the replacement of deteriorated wood nailers. Proposal pricing valid 60 days from proposal date listed above. Clarifications/Exclusions: 1. Sales and use taxes are excluded. Please issue a Tax Exempt Certificate. 2. Permits are excluded. 3. Bonds are included. 4. Plumbing, Mechanical, Electrical work is excluded. 5. Masonry work is excluded. 6. Interior Temporary protection is excluded. 7. Any work not exclusively described in the above proposal scope of work is excluded. If you have any questions regarding this proposal, please do not hesitate to call me at my number listed below. Respectfully Submitted, Matt Egan Garland/DBS, Inc. (216) 430-3662 Page 2 of 2 C',P FE L File ID: 2021-5648 Version: 1 File Name: CAC MOU City of Coppell, Texas Master File Number: 2021-5648 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Consent Agenda In Control: Parks and Recreation File Created: 04/21/2021 Final Action: Title: Consider approval of a Resolution allowing for a Memorandum of Understanding between the City of Coppell and the Coppell Arts Center Foundation; and authorizing the Mayor to sign and the City Manager to execute any necessary documents. Notes: Sponsors: Attachments: Memo.pdf, Resolution.pdf, Memorandum of Understanding. pdf Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5648 Title Consider approval of a Resolution allowing for a Memorandum of Understanding between the City of Coppell and the Coppell Arts Center Foundation; and authorizing the Mayor to sign and the City Manager to execute any necessary documents. Summary See attached memo. Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: The Parks and Recreation Department recommends approval. City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5648) Strategic Pillar Icon: 1 e Ui,-Hc,),j,,.J..e loi, lfuOasIsE-'xpei,lei,-,ice �mireate IIIIIIN mi iness aind himino,litalJ(: in Nibi:)des City of Coppell, Texas Page 2 Printed on 412312021 T 'H E - C 1 T Y 0 F Q-OPP'EL'L Fk 9 r MEMORANDUM To: Mayor and City Council From: Alex Hargis, Arts Center Managing Director Via: Jessica Carpenter, Director of Parks and Recreation Date: April 27, 2021 Reference: Consider approval of a Resolution allowing for a Memorandum of Understanding between the City of Coppell and the Coppell Arts Center Foundation; and authorizing the City Manager to sign any necessary documents. 2040: Create Business and Innovation Nodes Foster an Inclusive Community Fabric Enhance the Unique `Community Oasis' Experience Introduction: The Coppell Arts Center's 2019 business model that was submitted to Council included support from a non-profit affiliate to aid in fundraising and general community support for marketing, strategy, and operational efforts. A fundraising development taskforce was created in 2019 and it consisted of Coppell business and community leaders. The goal of that taskforce was to begin evaluating the fundraising development potential of the Arts Center project and to generate community awareness and interest. At the end of that year, members of that taskforce sought to create an independent foundation to support the Arts Center and began the necessary 5016 paperwork. The strategic pillars of cultivate (fundraising), elevate (advisory), activate (volunteerism), and advocate (brand ambassadorship) served as the underpinnings for the organization's bylaws and mission. In March of 2021, the Coppell Arts Center Foundation was formally recognized by the IRS as a 5016 non-profit entity. Staff was advised by Legal, Finance, and the third -party risk assessment consultant, The McHard Firm, to draft a memo of understanding (MOU) followed by a resolution to put legal framework around the working relationship of the City and the Foundation. The MOU document was jointly written under the guidance of the parties listed above. The MOU document is intended to establish the spirit of the relationship between the two organizations while also defining individual responsibilities and joint efforts. Detailed operational measures will be addressed in a separate Facilities Use Agreement. Analysis: • The MOU was crafted using approved reference documents provided by The McHard Firm and the Bond Council. • Finance was consulted numerous times to provide input regarding procedural guidance and language for fundraising, sponsorships, and grants. • The MOU has been reviewed and approved by both organizations' legal representatives. • The document establishes joint working relationships for marketing, fundraising, and community programming. • The document defines the City as the formal entity to receive and manage contributions for capital assets and the Foundation as the formal entity to receive and manage contributions in the form of sponsorships, corporate memberships, grants, and endowments. Legal Review: Legal and Finance have reviewed the memo of understanding. Fiscal Impact: The Coppell Arts Center Foundation is an independent, self-sustaining non-profit, and having them conduct fundraising development for Arts Center related programming and initiatives will aid in reducing the Center's dependency on CRDC funds and bolstering its cost recovery efforts. Recommendation: The Parks and Recreation Department recommends approval of this item. RESOLUTION NO. A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A MEMORANDUM FOR UNDERSTANDING BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND THE COPPELL ARTS, CULTURAL & HERITAGE FOUNDATION, INC.; AUTHORIZING ITS EXECUTION BY THE CITY MANAGER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a Memorandum of Understanding by and between the City of Coppell, Texas, a home rule municipality and Coppell Arts, Cultural & Heritage Foundation, Inc., a Texas non-profit corporation, a copy of which is attached hereto and incorporated herein as Exhibit A; and WHEREAS, upon full review and consideration of the Memorandum of Understanding, 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 City Manager 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: SECTION 1. That the Memorandum of Understanding (MOU) by and between the City of Coppell and the Coppell Arts, Foundation, Inc. concerning a board and general operation cooperative agreement, 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 City Manager is hereby authorized to execute said MOU on behalf of the City of Coppell, Texas, attached hereto and incorporated herein as Exhibit A. SECTION 2. That this Resolution and the MOU are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 3. That this Resolution shall become effective immediately from and after its passage. 1 TM 121496 DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the day of , 2021. APPROVED AS TO FORM: ROBERT E. HAGER, CITY ATTORNEY CITY OF COPPELL, TEXAS KAREN HUNT, MAYOR ATTEST: ASHLEY OWENS, CITY SECRETARY 2 TM 121496 EXHIBIT "A" TM 121496 COPPELL A R T S C E N T E R MEMORANDUM OF UNDERSTANDING BETWEEN COPPELL ARTS, CULTURAL, & HERITAGE FOUNDATION AND THE CITY OF COPPELL THIS MEMORANDUM OF UNDERSTANDING is made this day of April, 2021 between the City of Coppell, an incorporated municipality in the state of Texas (the "City"), and the Coppell Arts, Cultural, & Heritage Foundation, a Texas non-profit corporation (the "Foundation"), referred to collectively as the "Parties", for the purpose of acknowledging and defining their mutually beneficial relationship to support the Coppell Arts Center (the "Center"), a division of the City. RECITALS WHEREAS, the City and the Foundation share in the goal of supporting the arts as a means of enriching the lives of the City of Coppell's citizens through their mutual support of the Center and the many resident artists and organizations that call the City of Coppell home; WHEREAS, the City and the Foundation view the Center as a vital component of the City's Vision 2030 and Vision 2040 citizen -based planning processes contributing to ensure that the City of Coppell always remains "A Family Community for a Lifetime"; WHEREAS, the City recognizes the Foundation as an independent non-profit corporate entity, to educate and activate the community and to provide charitable and other support for the Center; WHEREAS, the City owns, operates, and maintains the land and facilities which constitute the Center located at 505 Travis Street, in Coppell, Texas 75019 and provides for the staffing and operations of the Center; and WHEREAS, the City and Foundation desire to work together in good faith and in the spirit of maintaining a collaborative relationship to jointly support the Center as an important cultural asset of the community and intend this Memorandum of Understanding to facilitate this important effort, NOW, THEREFORE, the Parties wish to express their shared general understanding relevant to the Center, and they acknowledge the following: A. FOUNDATION RESPONSIBILITIES 1. ADMINISTRATIVE 1.1 The Foundation is organized and shall operate in such a manner that will retain the Foundation's legal status as a tax-exempt, Texas non-profit organization pursuant to section 501(c)(3) of the Internal Revenue Code, or any successor statute. 1.2 The Foundation's primary point of contact for interaction with the City will be the Foundation's Board President. C O P � j/ � �� Galan 'lr% r,, A R T S C E N T E R 1.3 Any current or future investment accounts or funds held or managed by the Foundation will remain within the sole control and management of the Foundation. 1.4 The Foundation may contract with consultants and vendors and/or hire their own staff to fulfill the Foundation's mission and organizational goals. 1.5 The Foundation will have its own budgets, accounts, and financial accounting that will be managed by the Foundation and will not be the responsibility of the City. 1.6 The Foundation will endeavor to comply with all tax laws and regulations applicable to a non-profit IRS Section 501(c)(3) entity. 2. MARKETING 2.1 The Foundation will apply its best efforts in utilizing its marketing channels and resources to promote the Center on its website, social media platform, e-mail marketing campaigns, and through the distribution of promotional materials, and onsite signage. The Foundation will be the sole owner of its intellectual property. 2.2 The Foundation will license to the City use of the Foundation's photo, video, and audio marketing assets for use in marketing or promoting the Center to the extent permissible by the agreements for any licensed content. The Foundation expects and will utilize its best efforts to negotiate an Intellectual Property Licensing Agreement with the City to facilitate this process. The Foundation will endeavor to comply with the City's branding standards in a manner that favors and compliments the City's image. 2.3 The Foundation acknowledges the importance of adhering to its branding standards and communication policies when creating marketing and advertising material relating to the Center. 2.4 The Foundation will inform the City of any events it seeks to plan and hold at the Center in order to avoid event scheduling conflicts. 2.5 The Foundation will act as primary spokesperson to the media for all matters affecting the Foundation's business and operations. 3. FOUNDATION FUNDING OF PROGRAMS/GRANTS 3.1 The Foundation intends to solicit funds and financial support from a variety of entities and persons and in a variety of forms such as sponsorships and in-kind gifts. 3.2 The Foundation will annually create the Foundation's budget, determine strategy for programs and activities for the Center that the Foundation will fund, and will communicate the results of this process to the City. 3.3 To the extent that the Foundation desires to fund the Foundation through grants, the Foundation may, at its discretion, apply for non -municipal or non-governmental grants from time to time. If the Foundation desires to apply for grants from local, state, or federal governmental entities, the Foundation will first confer with the City of this intent and will engage in good faith consultation with the City's Grants Committee to determine the propriety and feasibility of any such grants. Any grants that will be considered "pass-through grants" that will directly affect the Center will only be C O P � j/ � �� Galan 'lr% r,, A R T S C E N T E R applied for in consultation and agreement with the City and a separate pass-through agreement negotiated and agreed upon by the Parties. B. CITY RESPONSIBILITIES 1. ADMINISTRATIVE 1.1 The City's primary point of contact for interaction with the Foundation will be the Center's Managing Director. 1.2 Financial transactions between the City and the Foundation will be contemporaneously memorialized in standard business and accounting documents customary to such transactions. 1.3 The Center will have its own budgets, accounts, and financial accounting that will be managed by the City and will not be the responsibility of the Foundation. 1.4 The City will be responsible for ensuring that the Center and the Property are in compliance with the City's Code of Ordinances, Zoning Ordinance and all other local, state and federal laws. 1.5 Upon reasonable written notice, the City may audit the books and records of the Foundation insofar and only insofar as such books and records relate or pertain directly to this Agreement. Such audit shall be conducted at the office of the Foundation or some other reasonable location agreed upon between the Parties, shall be during normal business hours, and shall be at the sole cost and expense of the City in conducting the audit. 2. MARKETING 2.1 The City will be the primary spokesperson to the media for all matters relating to the Center 2.2 The City will apply its best efforts in utilizing its marketing channels and resources to promote the Center on its website, social media platform, e-mail marketing campaigns, and through the distribution of promotional materials and onsite signage. The City will be the sole owner of all intellectual property for the Center. 2.3 The City will license to the Foundation use of the Center's photo, video, and audio marketing assets for use in marketing or promoting the Center to the extent permissible by the agreements for any licensed content. The City expects and will utilize its best efforts to negotiate an Intellectual Property Licensing Agreement with the Foundation to facilitate this process. 2.4 The City will make a good faith effort to coordinate its marketing calendar and fundraising campaign efforts with the Foundation to serve the best interests of the Center. 2.5 The City will advise the Foundation of availability of facilities and dates of events it intends to plan and hold at the Center to avoid event scheduling conflicts. C O P � j/ � �� Galan 'lr% r,, A R T S C E N T E R 3. FOUNDATION -FUNDED PROGRAMS FOR THE CENTER 3.1 With respect to Programs conducted and funded by the Foundation (i.e., a Master Class, educational offering, engagement opportunity, etc.) at the Center, the Parties acknowledge that the City will be the signatory and contract holder for all artist agreements for all such Foundation -funded Programs, and, except for payment of expenses to be funded by the Foundation, the City will be the obligor under all such artist agreements. 3.2 With respect to Events conducted and funded by the Foundation (i.e., annual fundraising Gala, donor appreciation event, etc.) at the Center, the Parties acknowledge that the City will be the signatory and contract holder for all artist agreements for all such Foundation Events, and the payment of expenses to be funded by the Foundation. The Parties also acknowledge that, with respect to Foundation Events, the Foundation will be the signatory and contract holder for all other event expenses (i.e. catering, photographer, rentals, etc.). 3.3 The City and the Foundation acknowledge the importance of communicating the requirements imposed by any one particular Foundation -funded Program or Event to ensure each Party fully understands and accepts an allocation of costs and services in advance of the Program or Event and as part of the planning process for all such activities. C. JOINT RESPONSIBILITIES 1. DONOR DEVELOPMENT 1.1 The City will be responsible for leading all donor efforts pertaining to capital and City assets (e.g. seating, performance halls, building -related materials and fixtures). 1.2 The Foundation will be responsible for leading all donor efforts pertaining to non -capital assets (e.g., operational services, education programs, entertainment programming, Foundation funded community engagement). 1.3 The Foundation will confirm with the City the feasibility of any significant sponsorship agreement prior to the Foundation's acceptance or execution of such a sponsorship agreement. 1.4 The Parties will endeavor to coordinate the development of the Center's Privacy and Information Use Policies. 1.5 The Foundation may start and maintain a membership program for the Center in coordination with the City. 1.6 The City will endeavor to coordinate with the Foundation on all sponsorship and donor packages where both Parties are proposed to offer benefits to donors who participate in supporting the Center at varying levels. The Parties will agree to certain donor policies that will be contained in a Joint Donor Policy. 2. FUNDRAISING EVENTS 2.1 The Foundation may conduct its fundraising events and activities offsite or at the Center as the Foundation might deem appropriate and based upon the Center's availability. C! C O P � j/ � �� Galan 'lr% r,, A R T S C E N T E R 3. COORDINATION OF EFFORTS 3.1 The City will endeavor to meet with the Foundation upon the receipt of a reasonable request to ensure the best interests of the Center are being addressed and will endeavor to communicate freely and regularly with the Foundation toward this end. 3.2 The City will ensure that electronic donations directed to the Foundation may be made through the City's ticketing website, including when tickets are purchased, and that the funds will be held for the benefit of the Foundation until paid to the Foundation. D. VENUE USAGE 1.1 The Parties will enter into a separate Facilities Use Agreement which they acknowledge will control the Foundation's use of the Center for Foundation events and programs. 1.2 The Parties acknowledge that City will manage and coordinate all event logistics that occur within the Center, including, by way of example, production, marketing and ticketing, security, custodial, and parking services. E. STATEMENT OF MUTUAL INTENT 1.1 The City and Foundation acknowledge the central importance that the Center has in fulfilling the vision of being a "Family Community for a Lifetime" by increasing access to and public awareness of the arts while embracing the rich diversity of the City of Coppell's citizens. 1.2 The Parties acknowledge and agree that the future agreements and cooperation may be memorialized in the future agreements and amendments to this MOU. All changes, additions or deletions to the obligations herein shall be reduced to writing and signing on behalf of each of the signatures. ACKNOWLEDGED: City of Coppell By: Mike Land, City Manager City of Coppell 255 Parkway Blvd. Coppell, TX 75019 Date Signed: April _, 2021 Coppell Arts, Cultural, & Heritage Foundation By: Penelope Furry, President Coppell Arts Center Foundation 505 Travis St. Coppell, TX 75019 Date Signed: April _, 2021 I.1 City of Coppell, Texas C',P FE L File ID: 2021-5654 Version: 1 File Name: Oncor Denial Resolution Master File Number: 2021-5654 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Consent Agenda In Control: Administration File Created: 04/22/2021 Final Action: Title: Consider approval of a Resolution denying a proposed application filed on April 8, 2021 by Oncor Electric Delivery Company to amend its Distribution Cost Recovery Factor (DCRF) to increase distribution rates within the city; and authorizing the Mayor to sign. Notes: Sponsors: Attachments: ONCOR 2021 DCRF Staff Memo.pdf, Denial Resolution - 2021 Oncor.pdf, OCSC Timeline Report 2020. pdf Contact: Drafter: Related Files: Enactment Date: Enactment Number: Hearing Date: Effective Date: History of Legislative File ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5654 Title Consider approval of a Resolution denying a proposed application filed on April 8, 2021 by Oncor Electric Delivery Company to amend its Distribution Cost Recovery Factor (DCRF) to increase distribution rates within the city; and authorizing the Mayor to sign. Summary Fiscal Impact: None Staff Recommendation: Approval recommended. City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5654) Strategic Pillar Icon: Sustainable Government City of Coppell, Texas Page 2 Printed on 4/23/2021 COPPELL � MEMORANDUM To: Mayor and City Council From: Mike Land, City Manager Date: Apri127, 2021 Reference: Consider approval of a Resolution denying a proposed application filed on April 8, 2021 by Oncor Electric Delivery Company to amend its Distribution Cost Recovery Factor ("DCRF") to increase distribution rates within the city and authorizing the Mayor to sign. Introduction: On April 8, 2021, Oncor Electric Delivery Company LLC ("Oncor" or "Company") filed an Application for Approval to Amend its Distribution Cost Recovery Factor ("DCRF") to Increase Distribution Rates with each of the cities in their service area. In the filing, the Company asserts that it is seeking an increase in total distribution revenue requirement by approximately $97,826,277. The resolution authorizes the City to join with the Steering Committee of Cities Served by Oncor ("OCSC") to evaluate the filing, determine whether the filing complies with law, and if lawful, to determine what further strategy, including settlement, to pursue. Purpose of the Resolution: The purpose of the Resolution is to deny the DCRF application proposed by Oncor. Explanation of `Be It Resolved" Paragraphs: 1. This section authorizes the City to participate with OCSC as a party in the Company's DCRF filing, PUC Docket No. 51996. 2. This section authorizes the hiring of Lloyd Gosselink and consultants to review the filing, negotiate with the Company, and make recommendations to the City regarding reasonable rates. Additionally, it authorizes OCSC to direct any necessary administrative proceedings or court litigation associated with an appeal of this application filed with the PUC. 3. This paragraph finds that the Company's application is unreasonable and should be denied. 4. This section states that the Company's current rates shall not be changed 5. The Company will reimburse Cities for their reasonable rate case expenses. Legal counsel andconsultants approved by OCSC will submit monthly invoices that will be forwarded to Oncor for reimbursement. 6. This section recites that the Resolution was passed at a meeting that was open to the public and that the consideration of the Resolution was properly noticed. 7. This section provides that Oncor and counsel for OCSC will be notified of the City's action by sending a copy of the approved and signed Resolution to counsel. History of OCSC: Under state law, city governments and the Texas Public Utility Commission share regulatory authority over monopoly electric utilities. Cities typically band together in coalitions to exercise their portion of this shared authority. The largest and most significant of these coalitions is the Steering Committee of Cities Served by Oncor. Comprised of more than 140 cities in north and central Texas, the OCSC has spent decades protecting ratepayer interests in complex and far-reaching regulatory proceedings. The Steering Committee of Cities Served by Oncor (and its predecessor organization, the Steering Committee of Cities Served by TXU Electric) has been representing the interests of electric consumers for more than two decades. Formed in 1989 to provide cities a united front at the Public Utility Commission, the Steering Committee over the years has helped save Texans more than $1 billion. The organization began its work with the representation of consumers during the PUC's regulatory review of construction costs of the Comanche Peak Nuclear Plant. It later negotiated a sweeping deal with the North Texas electric utility relating to certain costs associated with electric deregulation and has represented consumer interests in rate cases. The non-profit coalition also represents the interests of municipalities and their citizens at the Electric Reliability Council of Texas, which oversees the state's power grid. Legal Review: The agenda item was submitted by Thomas Brocato, Attorney with Lloyd Gosselink Rochelle & Townsend, P.C. with review by Bob Hager. Fiscal Impact: None. Recommendation: Approval recommended. RESOLUTION NO. A RESOLUTION OF THE CITY OF COPPELL, TEXAS FINDING THAT ONCOR ELECTRIC DELIVERY COMPANY LLC'S APPLICATION FOR APPROVAL TO AMEND ITS DISTRIBUTION COST RECOVERY FACTOR TO INCREASE DISTRIBUTION RATES WITHIN THE CITY SHOULD BE DENIED; AUTHORIZING PARTICIPATION WITH OCSC; AUTHORIZING THE HIRING OF LEGAL COUNSEL AND CONSULTING SERVICES; FINDING THAT THE CITY'S REASONABLE RATE CASE EXPENSES SHALL BE REIMBURSED BY THE COMPANY; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL. WHEREAS, the City of Coppell, Texas ("City") is an electric utility customer of Oncor Electric Delivery Company LLC ("Oncor" or "Company") with an interest in the rates and charges of Oncor; and WHEREAS, the Steering Committee of Cities Served by Oncor ("OCSC") is a coalition of similarly situated cities served by Oncor that have joined together to efficiently and cost effectively review and respond to electric issues affecting rates charged in Oncor's service area in matters before the Public Utility Commission ("Commission") and the courts; and WHEREAS, on or about April 8, 2021, Oncor filed with the Commission an Application for Approval to Amend its Distribution Cost Recovery Factor ("DCRF"), Commission Docket No. 51996, seeking to increase its total distribution revenue requirement by approximately $97,826,277; and WHEREAS, the City of Coppell will cooperate with OCSC in coordinating their review of Oncor's DCRF filing with designated attorneys and consultants, prepare a common response, negotiate with the Company, and direct any necessary litigation, to resolve issues in the Company's filing; and WHEREAS, all electric utility customers residing in the City will be impacted by this ratemaking proceeding if Oncor's Application is granted; and WHEREAS, working with the OCSC to review the rates charged by Oncor allows members to accomplish more collectively than each city could do acting alone; and WHEREAS, OCSC's members and attorneys recommend that members who have retained original jurisdiction over electric utility rates deny Oncor's DCRF. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the City is authorized to participate with OCSC in Commission Docket No. 51996. SECTION 2. That, subject to the right to terminate employment at any time, the City of Coppell hereby authorizes the hiring of the law firm of Lloyd Gosselink Rochelle & Townsend, P.C. and consultants to negotiate with the Company, make recommendations to the City regarding reasonable rates, and to direct any necessary administrative proceedings or court litigation associated with an appeal Oncor's DCRF application. SECTION 3. That the rates proposed by Oncor to be recovered through its DCRF charged to customers located within the City limits should be denied. SECTION 4. That the Company should continue to charge its existing rates to customers within the City. SECTION 5. That the City's reasonable rate case expenses shall be reimbursed in full by Oncor within 30 days of the adoption of this Resolution, and within 30 days of presenting monthly bills to Oncor thereafter. SECTION 6. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law and the public notice of the time, place, and purpose of said meeting was given as required. SECTION 7. That a copy of this Resolution shall be sent to J. Michael Sherburne, Vice President — Regulatory, Oncor Electric Delivery Company LLC, 1616 Woodall Rodgers Freeway, Dallas, Texas 75202; to Tab R. Urbantke, Hunton Andrews Kurth LLP, 1445 Ross Avenue, Suite 3700, Dallas, Texas 7520; and to Thomas Brocato, General Counsel to OCSC, at Lloyd Gosselink Rochelle & Townsend, P.C., P.O. Box 1725, Austin, TX 78767-1725, or tbrocato(alglawfirm.com. PASSED, APPROVED AND ADOPTED on this day of 12021. KAREN SELBO HUNT, MAYOR ATTEST: ASHLEY OWENS, CITY SECRETARY APPROVED AS TO FORM: ROBERT HAGER, CITY ATTORNEY Geoffrey Gay 512 322-5875 gmg@lglawfirm.com Lloyd Gosselink 816 Congress, Suite 1900 Austin, Texas 78701 citiesserved byoncor.org FORWARD The Steering Committee of Cities Served by Oncor ("OCSC") traces its roots to the Comanche Peak Nuclear Power Plant and efforts by Texas Utilities to include billions of dollars of the plant's construction costs in utility rates. Jay Doegey, then City Attorney for the City of Arlington, proposed in 1989 to organize cities with original jurisdiction over rates and services of Texas Utilities to coordinate their efforts in those very early Comanche Peak rate proceedings. What began as informal ad hoc efforts in which cities had to pass a resolution to authorize an intervention and then file a motion to intervene before the Public 02 Utility Commission ("PUC") shifted by the mid-1990s into a process where cities joined together in a permanent standing committee. Authorizing resolutions were no longer needed and one motion intervened all committee members. Three triggering events facilitated this transition. First, frustrated by Cities' successes from participation in the Comanche Peak prudence proceedings (PUC Docket Nos. 9300 and 11735) and from the fact that the Company was required by law to reimburse Cities for such participation, Texas Utilities ("TXU") persuaded the finance directors of every city in its service territory to surrender their statutory right to reimbursement. In FORWARD (CONTINUED) exchange, cities received concessions related to franchise fee payments — either more money or more efficient payments. Second, the City of Dallas, followed by other cities, decided that a portion of enhanced franchise fee revenues should be reserved for future regulatory proceedings involving TXU. Third, Jay Doegey, acting as Chair of the Cities Steering Committee and in cooperation with various city representatives, created and distributed resolutions for member cities to adopt that would lead to recognition of the Steering Committee as a permanent standing committee. With passage of a membership resolution, a member city agreed that the Committee's Executive Committee had the right to authorize participation of the entire membership in any issue involving TXU subject to each city having the right to specifically withdraw from any action taken by the Executive Committee. All activities pursued by the Executive Committee were to be financed by annual per capita assessments necessary to support the Committee's budget. 03 Over the past 30 years, the achievements of the Steering Committee for City members and their residents have vastly exceeded the budgeting commitments of the group. Such achievements include: 1. Partial, but significant, responsibility for disallowance of $1.28 billion in Docket No. 9300; 2. Exclusive responsibility for disallowance of $333 million in Docket No. 11735; 3. Settlements in 2004-2005 leading to direct economic benefit to Committee members that included $8 million annually for 5 years, a unique public benefits payment of $18 million, and a 5% increase in franchise fee factors; 4. Company agreement to surrender its statutory right to a stranded cost claw - back, potentially worth $2 to $3 billion; and 5. Assistance with Commission Staff and other parties in defeating efforts of the Hunt family and NextEra to acquire Oncor and approval of Sempra's acquisition of Oncor in exchange for safeguards that Hunt and NextEra refused to guarantee. Oncor made a commitment to provide up to $200,000 to the Committee if the Company files to change any commitments within five years of the Commission's Order approving Sempra's acquisition. 194111111511111111111111111111 TU Dallas Power & Light ("DP&L"), Texas Electric Service Company ("TESCO"), and Texas Power & Light ('TP&L") became jointly owned when Texas Utilities was formed in 1945. TUEC The three operating utilities merged under the name TU Electric ("TUEC") with the approval of the PUC in 1984. 04 1111111 1999%1111111TXU Oenergy TXU In recognition of its efforts to become an international company, Texas Utilities became TXU in 1999. That same year, the Texas Legislature passed Senate Bill 7, prescribing the path for deregulation of the electric industry uu uuONC(?R� 22 ONIICIOR The unbundled wires portion of TXU's business receives the name "Oncor." 200111117 Energy Future EFH Holdings TXU was taken private in 2007 and became known as Energy Future Holdings (EFH). Oncor was created as a "ring -fenced" regulated "wires company," separating it from the deregulated generation ("Luminant") and deregulated retail ('TXU Electric") units. Pursuant to the earlier bankruptcy of TXU, Sempra takes possession of Oncor in 2018. 1990 Fifty-five individual cities intervene at the PUC in Docket No. 9300 and form an ad hoc coalition to select legal counsel and consultants. An executive committee that meets in Arlington directs the course of the litigation. The focus of the docket is the proposed inclusion of Comanche Peak Unit 1 into the Company's rate base. (In April 1973, four years prior to the creation of the Texas Public Utility Commission, DPL, TPL and TESCO signed an agreement to jointly construct and operate Comanche Peak. Initial operation was planned for 1983, so Docket No. 9300 reflected a decade of construction delay and cost overruns.) Commission hearings take more than 100 days, with most of the cross-examination and exhibits originating from Cities' counsel. The final Order results in a disallowance of Comanche Peak investment of over $1 billion. 1993 • Individual Cities intervene in PUC Docket No. 11735 and perpetuate the ad hoc coalition previously formed in 1989. The focus of this case is on the prudence of incremental costs associated with Comanche Peak Unit 2 The Steering Committee proposes in testimony an additional disallowance of more than $400 million. Following a series of depositions taken by Cities' counsel, the Company agrees to settle the case as prescribed by Cities, M including a Unit 2 disallowance of $250 million, Allowance for Funds Used during Construction ("AFUDC") disallowance of $83 million, and a fuel cost disallowance of $5 million. The Steering Committee's involvement in PUC Docket Nos. 9300 and 11735 become a primary reason for TUEC's agreement to write-off more than $1.6 billion. • The Committee authorizes counsel to monitor legislative activities. City and consumer efforts to limit federal income taxes allowed in utility rates to actual taxes paid receive a blow from the Legislature when it authorizes inclusion of phantom taxes with an amendment to the PUC Sunset bill. Governor Richards vetoes that provision. 1994-1995 TUEC persuades all cities in its service territory to surrender statutory rights to reimbursement of ratemaking expenses in exchange for increases in franchise -fee payments or alternation in timing of payments (i.e., Dallas payments shifted from arrears to pre -payments). The move comes after TUEC grows frustrated with the success of Cities at the PUC and with the fact that such success had been made possible because of Cities' statutory right to reimbursement in ratemaking matters. However. TUEC's effort backfires when first Dallas and then numerous other cities set aside a portion 1994-1995 (CONTINUED) of the franchise fee payments to participate in future PUC cases. Jay Doegey and the City of Arlington facilitate the development of a permanent standing Steering Committee of Cities Served by TU EC. Numerous cities pass resolutions joining the Steering Committee and agree to fund the Committee with annual per capita assessments.. PERSPECTIVE ON COMMANCHE PEAK COSTS In the 1970's, TXU represented to the PUC that Comanche Peak would cost less than $800 per kW. It ultimately cost, prior to disallowance, more than $5,284 per kW. It is perhaps the most expensive source of electric power ever built. Other contemporary plant costs are Vogtle at $8.730 billion ($3,826 per kW), South Texas Unit n Requested m Docket No. 9300 $5,808,479,453 Requested in Docket No. 1.1735 $1.307925688 FueI load to 05,,3 V93 $7,116,405,141 Less #9300 Disallowance $796,331,814 Total $6,320,073,327 Unit 2 Asoftest yearend(06/3092) $4„356,913,784 From test year to fuel load $618,572,971 FueI load to 05,,3 V93 $170,667,145 Estimate to Co nnrneruial Op during,011735 $120,000,000 S5,266,153,900 Less #9300 Disallowance $485,466,445 Less #11735 Disallov,-&ice $333,00,0,000 Total $4,447,687,455 Project at $8.355 billion ($3,342 per kW), and Palo Unit and Unit 2Cost $12,382,55 9 041 Verde at $8.753 billion ($2,297 per kW). Total ndUnit 2Disallowance $1,614,798,259 Total 810.7b7.76id,78z 1994: APPEAL OF DOCKET NO. 9300 Following the Commission's decision in The Court's opinion overrules the Cities' Docket No. 9300, five parties, including the fifty-five participating cities, appeal to the district court in Travis County and then to the Court of Appeals. On October 12, 1994, the Court of Appeals issues an opinion.[1I While the case is pending at the PUC, Cities file a motion to recuse the Chairman of the Commission, Paul Meek, who ruled on certain gas contracts while he was affiliated with a gas supply company doing business with the utility. conflict and recusal issues, but Paul Meek leaves the Commission following the conclusion of Docket No. 9300. The Court agrees with Cities' position of federal income taxes and remands that issue to the Commission. Ultimately, the win on taxes is nullified by the Legislature. [11 See Texas Utilities Electric Co. v. Public Utility Commission. 881 S.W. 2nd 387 (Tex. App. 1984). 07 MS IS • The Steering Committee intervenes in PUC Docket No. 15195, a fuel reconciliation proceeding wherein TUEC is ordered to refund approximately $80 million. The Steering Committee begins committing resources to monitor PUC rulemakings and legislative activities that affect electric rates. Because of the permanent Steering Committee structure, it is no longer necessary to have individual cities pass resolutions authorizing interventions in each contested matter. • Texas Utilities acquires Enserch and its subsidiary, Lone Star Gas. INDUSTRY CONTEXT 1997-1999: DEMAND RATE REDUCTIONS Two factors put pressure on the electric industry to reduce rates during the 1997-1999 timeframe. First, major generation assets had been added to rate base in the early 1990s. Given significant load growth, the impact of depreciation reductions to rate base, and concerns that new generation technologies were cheaper than embedded nuclear and coal plants, it seemed reasonable to regulators that rates should be reduced. Second, the PUC was anxious to see the electric industry restructured, which, when coupled with the lobby efforts Enron applied on the Texas Legislature to deregulate the industry, made it inevitable that rate reductions would be needed to satisfy politicians and regulators. 08 1997 • The Texas Legislature seriously contemplates retail deregulation for the first time; however, a major bill that would have led to it fails in the final hours of that year's Legislative Session. • The Commission enters an order in a two-year-old Central Power & Light rate case (Docket No. 14965) requiring the company to cut rates by $100 million over three years. This comes in lieu of an 8 percent rate increase sought by the company. With this Order, the Commission signals to the industry to either support restructuring in the next legislative session or experience a similar fate of significant reduction in rates. • TU Electric begins negotiating a reduction to rates with Cities in early 1997. In March, the Company reaches an agreement with Cities, Commission Staff, and the Office of Public Utility Counsel to refund $80 million in August 1997. The parties agree that the Company could recoup the $80 million if the Commission dockets a rate reduction proceeding before December. • Following the preparation and filing of the 1997 Stipulation, the Company, Cities, Staff and OPUC continue discussions on how to address TU Electric's over -earnings documented in earlier earnings monitoring reports filed with the Commission. In December, TU Electric bypasses Cities and reaches an agreement with OPUC and Staff. That agreement calls for a base rate reduction in January 1998 of 4% for residential customers and 2% for commercial customers. A further base rate reduction of 1.4% would be 1999: DEREGULATION LAW given residential customers in 1999. The Steering Committee's General Counsel The Commission reports to the recommends opposing the agreement because it calls for shifting $500 million of transmission and distribution plant depreciation to nuclear investment to begin addressing potential stranded investment. Since nothing is to be gained by supporting the agreement (the Commission had already directed Staff to arrange rate stipulations with both TU Electric and HL&P), the Cities specifically adopt ordinances rejecting depreciation shifting. • Texas Utilities changes its name to TXU to reflect an international presence. The Company expands its acquisition efforts and purchases utilities in Europe and Australia. The Steering Committee participates in the Company's fuel reconciliation, Docket No. 20285, and in 1999, the Committee coordinates a settlement leading to a refund of approximately $52 million. Legislature in its January 1999 Scope of Competition Report that it has ordered TU Electric to reduce rates effective January 1998 by 4% on residential customers and 2% on commercial customers, with a further rate reduction of 1.4% effective January 1999. It also reports that it had ordered depreciation shifting as had been proposed in the 1997 failed legislation. • In 1999, the Texas Legislature passes Senate Bill 7 to deregulate the retail electric industry effective January 1, 2002. M1 The Steering Committee participates in dockets initiated by the PUC to implement the competitive marketplace. The primary focus is to separate assets that will remain with the regulated wires company from those that will belong to competitive businesses. 2002 2003-2004 In 2003, the Steering Committee's General Counsel informs the Cities' Executive Committee that the Company continues to earn more than its authorized rate of return; he encourages the Committee to recommend that member cities pass Show Cause resolutions to compel Oncor to file information to justify its rates and demonstrate why they should not be reduced. In mid -2004, the Executive Committee accepts the advice of counsel, and twenty cities (Arlington, Benbrook, Brownwood, Carrollton, Dallas, Dalworthington Gardens, Denison, Fort Worth, Harker Heights, Heath, Pantego, Plano, Richland Hills, Robinson, Rockwall, Snyder, Sulphur Springs, The Colony, and Woodway) pass Show Cause resolutions. The Company appears before the City Councils to oppose the resolutions and threatens litigation. However, after both Fort Worth and Dallas pass the Retail competition becomes effective on resolutions, Oncor executives arrange to January 1. Effective that date, Senate Bill 7 meet Cities' counsel in Austin to pursue changes the methodology for calculating franchise fee payments to cities from percentage of gross receipts to city -specific unique factors multiplied against future kWh sales within municipal limits. Counsel for the Steering Committee negotiates a change in Oncor's interpretation of the statutory formula, which adds roughly $10 million annually to committee members' franchise fee recovery. Beginning in 2002 and continuing through 2004, TXU divests itself of European holdings after realizing significant financial losses. 10 settlement. The Company is told a rate case could be avoided if the Company resolves the problem of excessive streetlight and water pumping rates adversely impacting Cities. 2005-2006 Oncor and the Cities Steering Committee reach a settlement to avoid a rate case, and the agreement is extended in 2006. No other parties are involved. The economic benefit of the two settlements to Steering Committee members is approximately $85 million. A SUMMARY OF RATE CASES The OCSC and its predecessor organizations have remained active at the PUC for decades. Below is a summary of some cases that occurred with OCSC involvement since 2007. In addition to cases involving base rates, the OSCS has worked on Transmission Cost Recovery Factor ("TCRF"), Energy Efficiency Cost Recovery Factor ("EECRF"), Distribution Cost Recover Factor ("DCRF), and transmission -only cases. IVA 340410, Or1�,",or B4as'e Rate 2.0°07 10/18/200'7 5717 Oncor B e Rate 20,08, 1.1/n/20 3653 Onwir Rate Case 2008 9/21/2009 Expense 36'958 Oncor EECRF 2104109 1:W3/2013 3821; Oncor EECkr 21111 11/310/2010 38'929 Oncor B e Rate 2011 8/26/`2011 99239 Oncor late Case 2011 12/90,011. Expense 10V'S Oncor ELCR 2011'1 11//2/2011 TransnroMion 41141 Lorne Stair 2011 11„ 1{2012. Onily Rate Cess 4G62 Oncor ItEC.RF 21112 8/29/2012 X4060 4. CrDsSIX! Tr �n�r��i,��rr��n 2012 1/9.6,/2613 Only ,ata Casa 41544 Oncor EECRF 2013 111/4/2013, 42559 Oncor E'ECRF 2014 10/3/`2014 x'3950 �rcas�T� Tri'rnsnii� sion 701.E 5/1/20:15 Ori V Rate Case 10•ra ns i�� 4�si ren �4�47 6 WETT 2015 9/25/2015 Only Rate Case 46,01 nco EECRF a0�. / 3/201 46952 Oncor Rage Rate 2E417 10/13/2017' 47235 OnccrEECRF21317 9/29/2017 47675 Oncor v kop[laneiaus 21317' /8/2018 482.31 Oncor E CRF 2018 8/30/2,01.8 48325 Oncor, Base Rate 2018 4/4./2019 49 421 Oncor 4:ECRF 2018 10/25/2018 Hurricane 48,577.1 AEP Restoration, 201.81 2J28/2019 Costs s 49122 Oncor OCI4411 201,9 /12/2019 49594', Oncor, FfCRF 2019 9/27/2019 2005 SETTLEMENT WITH THE STEERING COMMITTEE On February 22, 2005, the Steering Committee agrees to abate the Show Cause orders until July 1, 2006, in exchange for direct cash payments (totaling $8.5 million) to Cities equivalent to a 25% reduction in street lighting rates. Such payment is to be made by March 31, 2005. Additionally, annual cash payments of $8 million are to be paid March 31, 2006 and each year thereafter until the PUC approves new tariffs in the next rate case. Other benefits of the settlement include: 1.Agreement to work with Cities to improve the timeliness of streetlight maintenance; 2.Agreement to work together concerning relocations of Company facilities; 3.Agreement of Company to discuss the provision of franchise fee payments on a quarterly basis regardless of whether the Company has treated franchise fees as a prepayment or a payment based on historic consumption; 4.Agreement to negotiate a tariff that permits Cities to request undergrounding of new or existing distribution facilities at City expense; 5.Agreement of Company to reimburse City consultants up to $10,000 per month; 6.Agreement to reimburse Cities' expenses associated with Show Cause (not to exceed $100,000) and reimburse up to $2 million in the next rate case, and payment of $150,000 to resolve previously disputed regulatory expenses; 7.Agreement to terminate demands that franchises preclude reimbursement of rate case expenses post -June 2008; and 8.Agreement to Most Favored Nations provisions—all Steering Committee members to receive all benefits provided to any city. 12 2006 SETTLEMENT WITH THE STEERING COMMITTEE To avoid its commitment to file a rate case with Cities and the PUC in 2006, the Company asks the Steering Committee to extend the 2005 Agreement. This provides Cities' Counsel the opportunity to extract further concessions. The Extension and Modification of Settlement Agreement is signed on January 27, 2006. In exchange for allowing the Company until July 1, 2008 to file a rate case with Cities and the PUC, the Company agrees to the following: 1.That the new rate case filing would include street lighting and municipal pumping tariffs that would be lower than they otherwise would be; 2. That annual cash payments of $8 million to Steering Committee members would be made on March 31 in 2006, 2007, 2008, and 2009; 3. Reimbursement of up to $40,000 per month through December 2009 to cover Cities' participation at ERCOT and the PUC concerning market design issues; 4.That prior commitments on street lighting maintenance would be enhanced by assigning every light an identifiable geographic location; 5.That prior commitments regarding reimbursement of Cities' consultants' expenses would continue and that Cities would be reimbursed up to $25.000 for expenses associated with negotiating the new agreement; and 6.That $18 million would be paid to Committee members for beneficial public use, with determination of what constitutes "beneficial public use" to be left to the discretion of each member city. This was a novel and unprecedented consideration, demanded and negotiated by Cities' counsel. 13 FRANCHISE FEE SETTLEMENT The agreement also references a separately negotiated agreement to resolve outstanding issues related to franchises. That agreement provides a 5% increase to the 2005 franchise fee factor for each city spread over a four-year period (2% in 2006 and additional increases of 1% per year in 2007, 2008. and 2009). 2007 • Splitting costs with Cities Aggregation Power Project ("CAPP") and Atmos Cities Steering Committee ("ACSC"), the Steering Committee advocates consumer positions on utility issues during this year's legislative session. • Private investors create Energy Future Holdings ("EFH") to purchase TXU and its approximately seventy subsidiaries, including Oncor. The Steering Committee intervenes in the PUC's proceedings (Docket No. 34077) to consider whether the acquisition is in the public interest. Cities join a stipulation that leads to creation of a "ring fence" around Oncor to keep it from being drawn into any future EFH bankruptcy. The stipulation is filed on October 24, 2007. The PUC approves EFH's acquisition in February. The Steering Committee intervenes in a rate case (PUC Docket No 35717) that Cities had anticipated since 2004. The hearing on the rate case would not occur until 2009. Also, the Committee intervenes in proceedings related to an energy efficiency surcharge (Docket No. 35634) and advanced metering (Docket No. 35718). 14 2009 The PUC issues an Order granting Oncor an increase in Docket No. 35717, despite Cities' testimony indicating rates should be reduced. As part of its rate order, the PUC terminates and disallows the franchise -fee factor increase Oncor agreed to in 2006. The Steering Committee, joined by Oncor, appeals this ruling. The Committee participates in the legislative session, files comments in the PUC's Provider of Last Resort determinations, and intervenes in ERCOT's request for imposition of a fee to implement a Nodal Market (Docket No. 36851). 2011 • The district court in Austin rules in Cities' favor regarding the franchise fee issue appealed from Docket No. 35717. Oncor files a new rate case (Docket No. 38929) which parties agree to settle for a revenue increase of $137 million. The Commission accepts the settlement, which includes the district court's reversal of the 2009 Commission decision regarding franchise fee payments. This temporarily makes the Cities whole under the fee factor agreement of 2006, subject to Cities refunding the make -whole payments if the PUC prevails on further appeal. • The Committee participates in the legislative session. 2013 • At its June quarterly meeting, OCSC receives a PowerPoint presentation from Oncor that explains Competitive Renewable Energy Zones ("CREZ") and the Company's project schedule for transmission line additions pursuant to CREZ. • Also in June, legal counsel provides the Steering Committee an analysis on public utility bankruptcies in anticipation of EFH's dire financial condition. • OCSC intervenes in Oncor's 2014 Energy Efficiency Cost Recovery Factor proceeding (Docket No. 41544) and a separate proceeding related to advanced metering alternatives for customers who do not want an advanced or "smart" meter attached to their home (Project No. 41111). LEGISLATIVE ACTIVITIES: 2013 REGULAR SESSION • OCSC, Atmos Cities Steering Committee ("ACSC") and Texas Coalition for Affordable Power ("TCAP") share costs and work on a common agenda to defeat utility company efforts to eliminate Cities' original jurisdiction and otherwise make it difficult for Cities to participate in rate cases. OCSC and TCAP fight efforts to transition the energy -only wholesale market to a capacity market. During debate over legislation to reauthorize the PUC, lawmakers specifically direct the Commission to conduct a cost -benefit analysis prior to any transition to a capacity market. OCSC and other consumer groups also oppose S.B. 1364, which limits the Commission's discretion over the treatment of federal corporate income taxes in rate cases, but that bill becomes law. • While electric power generators fail to persuade the Legislature to adopt a capacity market, two PUC Commissioners attempt to transition the market without explicit authority. OCSC testifies against such efforts before the Senate Natural Resources Committee in November. OCSC and TCAP jointly commission a report that demonstrates how a Texas capacity market would lead to higher retail prices with no clear benefit to consumers. • OCSC participates in Transition Cost Recovery Factor ("TCRF") filings made by several transmission companies (Docket Nos. 40020, 40604, 40606), including Oncor, because all transmission costs are socialized and spread to all customers in the deregulated market. Cities' expenses associated with expedited TCRF cases are reimbursable. is 2014 • OCSC participates in Project No. 42330 to oppose proposed rules to limit discovery in rate cases. Cities base their opposition on the fact that the majority of rate cases since 2002 have settled and their determination that the limitations on discovery are unnecessary and counterproductive to achieving efficient settlements. • Oncor advises Cities at OCSC's June quarterly meeting on its proposal to invest up to $5.2 billion in grid - connected battery storage to enhance reliability. Recognizing that the Legislature is unlikely to change the statute to accommodate Oncor's desires, the Company abandons the proposal before Cities need to formulate a response to the proposal. At the December quarterly meeting, Oncor presented a PowerPoint on the October 2, 2014 wind storm and the performance of Oncor's Advanced Metering System. • At the March quarterly meeting, Oncor advises Cities on its streetlight audit. In July, OCSC receives an update from Counsel on numerous errors Oncor made in billing streetlights because of a failure to modify billing data associated with a federally mandated shift from mercury vapor bulbs to high- pressure sodium lights. Oncor billings date back to January 1, 2008. As of June 2014, Oncor had verified 42,860 lights in fifty-eight cities. Of the cities reviewed, Oncor estimates that 10% contain no errors. Ninety percent of 16 the cities have some errors. Refunds, with interest, are offered to affected Cities. • In Project 40000, OCSC continues its participation in discussions relating to potential transition to a capacity market. A workshop in Project 40000 is held January 29 and 30, 2014. • EFH files for bankruptcy on April 29, 2014, and the Steering Committee authorizes Counsel to monitor proceedings in case efforts emerge to bring Oncor into the proceedings. • OCSC advocates consumer interests as ERCOT initiates the first comprehensive examination of ancillary services since the deregulated retail market opened in 2002. • In July, legal counsel distributes a memo to Steering Committee members informing them of various energy efficiency programs subsidized through retail rates that could be beneficial to cities, including: Commercial Standard Offer Program, Commercial Load Management Standard Offer Program, and Commercial Solar Photovoltaic Installation Standard Offer Program. • In August, counsel informs members of the Court of Appeals decision in the further appeal of Oncor's 2008 rate case (Docket No. 35717). The Court of Appeals reverses the District Court's ruling on franchise fees that favored cities. In September, counsel requests all members provide a verified copy of franchise agreements to include as an attachment to a Motion for Rehearing. 2015 The Hunt family wins bankruptcy court approval to acquire Oncor and files a Sale, Transfer, Merger ("STM") case at the PUC, seeking a statutorily required finding that the transaction is in the public interest. Cities meet with Hunter Hunt in Dallas and attempt to negotiate participation in Oncor's ownership, without success. The Committee intervenes in PUC proceedings and ultimately opposes Hunt's proposal. 2016 • Hearings on Hunt's STM (Docket No. 45188) occur early in the year. OCSC, along with the Office of Public Utility Counsel ("OPUC"), Texas Industrial Energy Consumers ("TIEC") and the Commission Staff, oppose Hunt's plan to turn Oncor into a Real Estate Investment Trust ("REIT"). In March, the Commission indicates that approval of Hunt's proposal would be conditioned on a sharing with consumers of tax benefits associated with the fact that REITs pay no taxes. This preliminary ruling triggers OCSC counsel to urge members to file resolutions that would initiate rate proceedings to reduce rates—it also causes EFH debtors to cancel the offer to sell Oncor to Hunt. • The Texas Supreme Court grants OCSC's petition for review of the 2009 Oncor rate order that denied cities millions of dollars of franchise fee payments. 17 • The City of Richardson requests that OCSC submit an amicus brief to the Supreme Court in support of its position on relocation of Oncor's electric equipment in Richardson's public rights-of-way. • At ERCOT, OCSC opposes abusive protocol change endorsed by generators. Additionally, the Committee files comments in Project No. 45572, a project to adjust the Operating Reserve Demand Curve ("ORDC") mechanism. • The bankruptcy court substitutes an offer by NextEra to acquire Oncor for the Hunt proposal. NextEra files a new STM (Docket No. 46238) with the Commission, and OCSC intervenes on November 1, 2016. 2017 • Hearings on NextEra's STM take place in February, and briefs are filed in March. Again, OCSC, OPUC, TIEC and the Commission Staff argue that the NextEra proposal is not in the public interest, and the Commission rejects NextEra's plan. The Order on Second Motion for Rehearing is entered on June 29, 2017. • The Texas Supreme Court grants OCSC's petition for review of the 2009 Oncor rate order that denied cities millions of dollars of franchise fee payments. • Berkshire Hathaway negotiates with counsel for OCSC and the other parties that opposed Hunt and NextEra acquisition proposals and the company agrees to all recommendations for protecting consumers offered by the parties. At the last moment, bankruptcy debtors reject Berkshire Hathaway in favor of a higher price offer from Sempra. Sempra files an STM which becomes Docket No. 47675, and OCSC intervenes. 18 Sempra makes an offer that incorporates commitments Hunt and NextEra refused to make. The Steering Committee and all other parties agree to stipulate that Sempra's plan is in the public interest. An original settlement agreement signed by OCSC was filed on December 15, 2017. The Agreement is amended several times in January 2018 until it becomes unanimous. The Order approving Sempra's acquisition is signed March 8, 2018. Oncor agrees to a demand by OCSC that if Oncor or Sempra make a filing to change any commitments in the plan agreed to with OCSC within five years of the Commission Order approving Sempra's acquisition, Oncor will reimburse OCSC up to $200,000 to participate in the resulting proceeding. The creation of OCSC as a permanent standing committee of cooperating cities has had a significant influence on other city cooperative efforts in the public utility arena. During the closing years of the 20th Century, for instance, Cities applied the OCSC organizational model to create what would eventually become the Atmos Cities Steering Committee ("ACSC") as a permanent standing committee. Cities saw the need for such a new coalition after it became increasingly obvious during those years that the Lone Star natural gas utility would be filing frequent and possibly annual requests to increase their revenues. This change in the utility's posture came after several decades of virtually no gas rate cases from it at the Texas Railroad Commission. Lone Star Gas eventually became TXU Gas, which then became Atmos Mid Tex. OCSC and ACSC cooperate by holding joint quarterly meetings in which the respective utilities often provide updates of importance to Cities. Separately, OCSC's coordinating efforts contributed to the creation in 2001 of a political subdivision corporation known as the Cities Aggregation Power Project, or "CAPP." This in turn influenced South Texas Cities to form a mirror image non- profit corporation known as South Texas Aggregation Project, or "STAP." In 2011. CAPP and STAID merged to create the Texas Coalition for Affordable Power, or "TCAP." These organizations have allowed cities to pool their resources in the state's deregulated power market to purchase electricity in bulk for their own government use. 19 THE HISTORY OF OCSC LEGAL REPRESENTATION Representation of Cities Served by Texas Utilities, TXU, TUEC and Oncor was performed from 1989 through 1999 by Geoffrey Gay and Steve Porter of the law firms of Butler & Casstevens and Butler, Porter, Gay and Day between 1989- 1999. On January 1, 2000, Geoffrey Gay and Steve Porter joined the firm now known as Lloyd Gosselink. Representation of OCSC's interests since then, in addition to Geoffrey Gay, has included former partners Steve Porter, Brian Sledge (lobbyist) and Kristen Doyle; and current partners Thomas Brocato, Ty Embry (lobbyist), Georgia Crump and Chris B rewste r. PUBLICATIONS Lloyd Gosselink technical analyst R.A. Dyer has authored several reports useful in educating legislators and policymakers regarding the complexity of the Texas electric market. These include The Story of ERCOT, The History of Electric Deregulation in Texas, and a report about proposals to create a capacity market in Texas. Each can be found on the OCSC website, www.citiesservedbyoncor.org. QUARTERLY OCSC MEETINGS For at least the past decade, OCSC has hosted regular quarterly meetings in the Dallas -Fort Worth area that all Steering Committee members -- and particularly executive committee representatives -- are encouraged to attend. The quarterly meetings provide an opportunity for Oncor representatives to interact with city representatives other than lawyers advocating Cities' interests and for city representatives to be briefed on issues of significance to the utility, such as ownership transition, new power lines, smart meters, street lighting technology, storm outages, vegetation management, system growth and the need for additional revenue. RE ABOUT THE AUTHOR Geoffrey Gay has functioned as lead counsel or General Counsel to the coalition of Cities dealing with TXU and its affiliates since 1989. Formerly Director of the Office of Public Utility Counsel, Mr. Gay joined the firm of Butler & Casstevens in 1988. There he was designated as the attorney to work with Cities Served by TXU as it began in 1989 to prepare for a rate case in which the central issue would be the prudence of costs associated with the Comanche Peak nuclear power plant. Mr. Gay and the Butler & Casstevens firm were already involved in representing South Texas Cities in similar litigation involving the South Texas Nuclear Project. Mr. Gay's involvement with TXU goes back more than a decade before representation of Cities Served by TXU. In the late 1970s and early 1980s, he served as lead counsel on behalf of several residential consumer interests in rate cases filed by each of Texas Utilities' operating utility subsidiaries: Texas Electric Service Company (TESCO), Texas Power & Light (TP&L), and Dallas Power & Light (DP&L). The three operating utilities were merged under the name TU Electric ("TUEC") with the approval of the Texas Public Utility Commission ("PUC") in 1984. Mr. Gay litigated that merger case on behalf of the Office of Public Utility Counsel. As of the writing of this history, Mr. Gay's perspective stems from more than 40 years of addressing Oncor's (and predecessor company) rates and franchises and 30 years representing cities in dealing with Oncor issues. Mr. Gay has received Best Lawyer commendations annually since 1993, has been recognized as a Super Lawyer on several occasions beginning in 2003, and was recognized by the Austin Business Journal among "Who's Who in Energy - Austin." He has AV preeminent recognition from Martindale -Hubble and is highly rated by Chambers USA. He was elected a trustee of the American Bar Foundation. 21 C',P FE L File ID: 2021-5652 Version: 1 File Name: TNMP Denial City of Coppell, Texas Master File Number: 2021-5652 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Consent Agenda In Control: Administration File Created: 04/22/2021 Final Action: Title: Consider approval of a Resolution denying a proposed application filed on April 5, 2021 by Texas -New Mexico Power to amend its Distribution Cost Recovery Factor ("DCRF") to increase distribution rates within the city; and authorizing the Mayor to sign. Notes: Sponsors: Attachments: TNMP 2021 DCRF Staff Memo.pdf, Resolution - 2021 TNMP.pdf Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5652 Title Consider approval of a Resolution denying a proposed application filed on April 5, 2021 by Texas -New Mexico Power to amend its Distribution Cost Recovery Factor ("DCRF") to increase distribution rates within the city; and authorizing the Mayor to sign. Summary Fiscal Impact: None Staff Recommendation: Staff recommends approval. City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5652) Strategic Pillar Icon: Sustainable Government City of Coppell, Texas Page 2 Printed on 4/23/2021 COPPEL 'L p. MEMORANDUM To: Mayor and City Council From: Mike Land, City Manager Date: April 27, 2021 Reference: Consider approval of a Resolution denying a proposed application filed on April 5, 2021 by Texas -New Mexico Power to amend its Distribution Cost Recovery Factor ("DCRF") to increase distribution rates within the city, and authorizing the Mayor to sign. Introduction: On April 5, 2021, Texas -New Mexico Power ("TNMP" or "Company") filed an Application for Approval to Amend its Distribution Cost Recover Factor ("DCRF") to increase distribution rates with each of the cities in their service area. In the filing, the Company asserts that it is seeking an increase in distribution revenues of $13,959,505. The resolution authorizes the City to join with the Cities Served by TNMP ("TNMP Cities") to evaluate the filing, determine whether the filing complies with law, and if lawful, to determine what further strategy, including settlement, to pursue. Purpose of the Resolution: The purpose of the Resolution is to deny the DCRF application proposed by TNMP. Analysis: Explanation of `Be It Resolved" Paragraphs: 1. This section authorizes the City to participate with TNMP Cities as a party in the Company's DCRF filing, PUC Docket No. 51959. 2. This section authorizes the hiring of Lloyd Gosselink and consultants to review the filing, negotiate with the Company, and make recommendations to the City regarding reasonable rates. Additionally, it authorizes TNMP Cities to direct any necessary administrative proceedings or court litigation associated with an appeal of this application filed with the PUC. 3. This paragraph finds that the Company's application is unreasonable and should be denied. 4. This section states that the Company's current rates shall not be changed. The Company will reimburse Cities for their reasonable rate case expenses. Legal counsel and consultants approved by TNMP Cities will submit monthly invoices that will be forwarded to TNMP for reimbursement. 6. This section recites that the Resolution was passed at a meeting that was open to the public and that the consideration of the Resolution was properly noticed. 7. This section provides that TNMP and counsel for TNMP Cities will be notified of the City's action by sending a copy of the approved and signed Resolution to counsel. History of TNMP: Much like the Steering Committee of Cities Served by Oncor (OCSQ, TNMP Cities is a coalition that has banded together to exercise their shared regulatory authority over monopoly electric utilities to protect ratepayer interests, as provided by state law. The TNMP service area covers areas along the Gulf coast, and also in the north -central and western parts of Texas. The service area in Coppell is relatively small and located mostly along the border of Lewisville and Coppell. Legal Review: The agenda item was submitted by Thomas Brocato, Attorney with Lloyd Gosselink Rochelle & Townsend, P.C. with review by Bob Hager. Fiscal Impact: None. Recommendation: Approval recommended. RESOLUTION NO. A RESOLUTION OF THE CITY OF COPPELL, TEXAS FINDING THAT TEXAS -NEW MEXICO POWER COMPANY'S APPLICATION FOR APPROVAL TO AMEND ITS DISTRIBUTION COST RECOVERY FACTOR TO INCREASE DISTRIBUTION RATES WITHIN THE CITY SHOULD BE DENIED; AUTHORIZING PARTICIPATION WITH TNMP CITIES; AUTHORIZING THE HIRING OF LEGAL COUNSEL AND CONSULTING SERVICES; FINDING THAT THE CITY'S REASONABLE RATE CASE EXPENSES SHALL BE REIMBURSED BY THE COMPANY; FINDING THAT THE MEETING AT WHICH THIS RESOLUTION IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; REQUIRING NOTICE OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL. WHEREAS, the City of Coppell, Texas ("City") is an electric utility customer of Texas - New Mexico Power Company ("TNMP" or "Company") with an interest in the rates and charges of TNMP; and WHEREAS, the Cities Served by Texas -New Mexico Power Company ("TNMP Cities") is a coalition of similarly situated cities served by TNMP that have joined together to efficiently and cost effectively review and respond to electric issues affecting rates charged in TNMP's service area in matters before the Public Utility Commission ("Commission") and the courts; and WHEREAS, on or about April 5, 2021, TNMP filed with the Commission an Application for Approval to Amend its Distribution Cost Recovery Factor ("DCRF"), Commission Docket No. 51959, seeking to increase distribution rates by $13,959,505 million annually ; and WHEREAS, the City of Coppell will cooperate with TNMP Cities in coordinating their review of TNMP's DCRF filing with designated attorneys and consultants, prepare a common response, negotiate with the Company, and direct any necessary litigation, to resolve issues in the Company's filing; and WHEREAS, all electric utility customers residing in the City will be impacted by this ratemaking proceeding if TNMP's Application is granted; and WHEREAS, working with the TNMP Cities to review the rates charged by TNMP allows members to accomplish more collectively than each city could do acting alone; and WHEREAS, TNMP Cities' members and attorneys recommend that members who have retained original jurisdiction over electric utility rates deny TNMP's DCRF. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the City is authorized to participate with TNMP Cities in Commission Docket No. 51959. SECTION 2. That, subject to the right to terminate employment at any time, the City of Coppell hereby authorizes the hiring of the law firm of Lloyd Gosselink Rochelle & Townsend, P.C. and consultants to negotiate with the Company, make recommendations to the City regarding reasonable rates, and to direct any necessary administrative proceedings or court litigation associated with an appeal TNMP's DCRF application. SECTION 3. That the rates proposed by TNMP to be recovered through its DCRF charged to customers located within the City limits should be denied. SECTION 4. That the Company should continue to charge its existing rates to customers within the City. SECTION 5. That the City's reasonable rate case expenses shall be reimbursed in full by TNMP within 30 days of the adoption of this Resolution, and within 30 days of presenting monthly bills to TNMP thereafter. SECTION 6. That it is hereby officially found and determined that the meeting at which this Resolution is passed is open to the public as required by law and the public notice of the time, place, and purpose of said meeting was given as required. SECTION 7. That a copy of this Resolution shall be sent to Scott Seamster, Associate General Counsel, Texas -New Mexico Power Company, 577 N. Garden Ridge Blvd., Lewisville, Texas 75067, and to Thomas Brocato, General Counsel to TNMP Cities, at Lloyd Gosselink Rochelle & Townsend, P.C., P.O. Box 1725, Austin, TX 78767-1725, or tbrocatoAlglawfirm. corn. PASSED, APPROVED AND ADOPTED on this day of 12021. KAREN SELBO HUNT, MAYOR ATTEST: ASHLEY OWENS, CITY SECRETARY APPROVED AS TO FORM: ROBERT HAGER, CITY ATTORNEY City of Coppell, Texas C',P FE L File ID: 2021-5646 Version: 1 File Name: GO Refunding, Series 2021 Master File Number: 2021-5646 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Agenda Ready In Control: Finance File Created: 04/20/2021 Final Action: Title: Consider approval of an Ordinance authorizing the issuance and sale of "City of Coppell, Texas, General Obligation Refunding Bonds, Series 2021" and approving various documents related to such bonds, and authorizing the Mayor to sign. Notes: Sponsors: Enactment Date: Attachments: GO refunding Series 2021 Memo to Council.pdf, Enactment Number: Coppell GO Ref 2021 --Bond Ordinance (v.1).pdf, Rating Action - Moodys-assigns-Aaa-to-City-of-Coppell-TXs-GO. pdf, Credit Opinion - Coppell (City of) TX.pdf, RatingsDirect_SummaryCoppellTexasGeneralObligati on. pdf Contact: Hearing Date: Drafter: Effective Date: Related Files: History of Legislative File Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5646 Title Consider approval of an Ordinance authorizing the issuance and sale of "City of Coppell, Texas, General Obligation Refunding Bonds, Series 2021" and approving various documents related to such bonds, and authorizing the Mayor to sign. Summary See attached memorandum. Fiscal Impact: City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5646) The impact of the bond refunding will be incorporated in the City's Debt Service Fund. Staff Recommendation: The Finance Department recommends approval of this ordinance. Strategic Pillar Icon: Sustainable Government City of Coppell, Texas Page 2 Printed on 4/23/2021 T H N T Y F COFFELL 7�U. MEMORANDUM To: Mayor and City Council From: Kim Tiehen, Assistant Director of Finance VIA: Jennifer Miller, Director of Finance Date: April 27, 2021 Reference: Consider approval of an Ordinance authorizing the issuance and sale of "City of Coppell, Texas, General Obligation Refunding Bonds, Series 2021" and approving various documents related to such bonds, and authorizing the Mayor to sign. 2040: Foundation: Sustainable Government Introduction: This item is being presented for approval to refund previously issued Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2011, and General Obligation Refunding and Improvement Bonds, Series 2011 to take advantage of lower interest rates in order to produce debt service savings. Analysis: The actual amount of debt service savings will be calculated and provided at the time the pricing of the refunding bonds occurs on April 27, 2021. The projected debt service savings calculation will be provided by Hilltop Securities, Inc., the City's financial advisor. Legal Review: The related bond refunding documents have been prepared by Chris Settles, the City of Coppell's bond attorney. Fiscal Impact: The impact of the bond refunding will be incorporated in the City's Debt Service Fund. 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 April 27, 2021, 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 Mark Hill, Mayor Pro Tem Gary Roden Cliff Long John Jun Brianna Hinojosa-Smith Biju Mathew Ashley Owens, 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 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; 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 APRIL 27, 2021. Ashley Owens, City Secretary City of Coppell (City Seal) Karen Selbo Hunt, Mayor City of Coppell Certificate for Ordinance Authorizing the Issuance and sale of City of Coppell, Texas, General Obligation Refunding Bonds, Series 2021 ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS, GENERAL OBLIGATION REFUNDING BONDS, SERIES 2021; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID BONDS; APPROVING AN OFFICIAL STATEMENT; PROVIDING AN EFFECTIVE DATE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT WHEREAS, certain previously issued and outstanding obligations of the City of Coppell, Texas (the "Issuer") described in Exhibit B attached hereto and incorporated herein (the "Refunded Obligations") are intended to be and shall be refunded pursuant to this Ordinance; and WHEREAS, Chapter 1207, Texas Government Code ("Chapter 1207"), authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available funds or resources, directly with a paying agent for the Refunded Obligations or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Obligations, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Obligations; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar agreement with such paying agent for the Refunded Obligations or trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; and WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best interests of the Issuer to refund the Refunded Obligations in order to restructure the Issuer's outstanding debt service, and that such refunding will result in a present value debt service savings of approximately $ and an actual debt service savings of approximately $ to the Issuer; and WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; and WHEREAS, the Bonds hereinafter authorized to be issued and are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Chapter 1207; 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 BONDS. 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 bonds of the City of Coppell, Texas (the "Issuer") are hereby authorized to be issued and delivered in the aggregate principal amount of $ for the purpose of refunding the Refunded Obligations of the Issuer described in the preamble hereto and to pay the costs incurred in connection with the issuance of the Bonds. Section 2. DESIGNATION, DATE, DENOMINATIONS, NUMBERS, AND MATURITIES AND INTEREST RATES OF BONDS. (a) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF COPPELL, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2021," and initially there shall be issued, sold, and delivered hereunder one fully registered bond, without interest coupons, dated April 15, 2021, in the principal amount stated above and in the denominations hereinafter stated, numbered T-1, with bonds issued in replacement thereof being in the denominations and principal amounts hereinafter stated and numbered consecutively from R-1 upward, payable to the respective Registered Owners thereof (with the initial bond being made payable to the initial purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner"), and said Bonds shall mature and be payable serially on February 1 in each of the years and in the principal amounts, respectively, and shall bear interest from the date and at the rates per annum set forth in the FORM OF BOND attached hereto as Exhibit A. (b) The term "Bonds" as used in this Ordinance shall mean and include collectively the bonds initially issued and delivered pursuant to this Ordinance and all substitute certificates exchanged therefor, as well as all other substitute certificates and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. (c) The Bonds are not subject to redemption prior to maturity at the option of the Issuer. Section 3. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer, Conversion and Exchange. 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 Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such 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 shall obtain and record in the Registration Books the address of the registered owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each registered owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. 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 Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. (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 Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds 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 Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be 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 Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds 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 Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the 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 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 Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the registered owners thereof, (ii) may be converted and exchanged for other Bonds, (iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Bonds shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance. The Bond 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 Bond issued in conversion of and exchange for any Bond or Bonds 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 BOND. (e) Paying Agent/Registrar for the Bonds. The Issuer covenants with the registered owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at anytime 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 entity to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (f) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Certificate of Paying Agent/Registrar substantially in the form provided 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 Bonds. In lieu of the executed Certificate of Paying Agent/Registrar described above, the Initial Bond 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 Bond has been duly approved by the Attorney General of the State of Texas and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (g) Book -Entry Only System. (i) The Bonds issued in exchange for the Bond initially issued to the initial purchaser specified herein shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (f) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. (ii) With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any 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 Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds 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 Bonds 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 Bond 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. (iii) 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 Bonds. (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 Bonds that they be able to obtain certificated Bonds, 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 Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds credited to their DTC accounts. hl such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds 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 Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, in the manner provided in the representations letter of the Issuer to DTC. (j) Cancellation of Initial Bond. On the closing date, one initial Bond representing the entire principal amount of the Bonds, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor (or in the Mayor's absence, by the 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 Bond, the Paying Agent/Registrar shall cancel the initial Bond and deliver to the Depository Trust Company on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. Section 4. FORM OF BONDS. The form of the Bonds, 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 Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially in the form provided in Exhibit A attached hereto, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance. Exhibit A is incorporated in the Ordinance for all purposes. Section 5. INTEREST AND SINKING FUND. (a) A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the Issuer as a separate fund or account and the funds therein shall be deposited into and held 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 Bonds. All amounts received from the sale of the Bonds 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 Bonds shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any of said Bonds 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 Bonds as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of said Bonds as such principal matures (but never less than 2% of the original amount of said Bonds 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 Bonds 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 Bonds, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. If lawfully available moneys of the Issuer are actually on 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 that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the lawfully available funds then on deposit in the Interest and Sinking Fund. (b) Article 1208, Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Business & Commerce Code, in order to preserve to the registered owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. Section 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Defeasance Securities" means any securities and obligations now or hereafter authorized by State law that are eligible to refund, retire or otherwise discharge obligations such as the Bonds. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than the entire principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. Section 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by the registered owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the registered owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft or destruction of a Bond, the registered owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing_ Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the registered owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. Section 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer (or, in the absence of the Mayor, the Mayor Pro Tem) is hereby authorized to have control of the Bonds initially issued and delivered hereunder and all necessary records and proceedings pertaining to the Bonds 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 Bonds 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 Bonds, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds 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 Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the initial purchaser to accept delivery of the Bonds is subject to the initial 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 Bonds to the initial purchaser. The engagement of such firm as bond counsel to the Issuer in connection with issuance, sale and delivery of the Bonds is hereby approved and confirmed. Section 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of 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 Bonds or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Order or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (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 Bonds or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (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 Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Bonds, other than investment property acquired with -- (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 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 1.148 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 Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Bonds or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Bonds in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (9) to pay to the United States of America at least once during each five-year period (beginning on the Issuance Date) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (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) 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 Obligations expended prior to the date of issuance of the Bonds and any replacement funds administered by the Texas State Board of Education as part of the Permanent School Fund. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the President of the Board and/or any Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Disposition of Project. The Issuer covenants that the property constituting the project financed with the Refunded Obligations 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 Bonds. 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 Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. Section 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Bonds are hereby sold and shall be delivered to (the "Purchaser") for the purchase price of $ (representing the aggregate principal amount of the Bonds, plus [a net] reoffering premium of $ less an underwriter's discount of $ The Bonds 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 Bonds 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 Bonds have been offered pursuant to a Preliminary Official Statement prepared and distributed in connection with 10 the sale of the Bonds. 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 Bonds 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 Bonds and the sale of the Bonds. In addition, prior to the delivery of the Bonds, 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 Bonds by the Attorney General. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, 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. 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 Bonds 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 Bonds, 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 enj oin 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 Bonds then outstanding. (c) Remedies Not Exclusive. 11 (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 Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond 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 or employees of the City or the City Council. Section 12. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not include any municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "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 2021 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 2021. 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. 12 (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 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. (i) The Issuer shall notify the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, of any of the following events with respect to the Bonds: (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, 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 Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of holders of the Bonds, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership, or similar event of the Issuer; (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course of business, the entry into of 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 paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) 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 13 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 of the Issuer 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, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. (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 Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the registered owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under 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 Bonds 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 Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the registered owners of a majority in aggregate principal amount (or any greater amount 14 required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized 1 counsel) determined that such amendment will not materially impair the interest of the registered owners and beneficial owners of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (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 Bonds in the primary offering of the Bonds. Section 13. 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 Bonds aggregating a majority in principal amount of then outstanding Bonds 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 Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (i) make any change in the maturity of any of the outstanding Bonds; (ii) reduce the rate of interest borne by any of the outstanding Bonds; (iii) reduce the amount of the principal payable on any outstanding Bonds; (iv) modify the terms of payment of principal or of interest on outstanding Bonds or any of them or impose any condition with respect to such payment; or (v) change the minimum percentage of the principal amount of any series of Bonds necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each registered owner of the affected Bonds a copy of the proposed amendment. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of such notice the Issuer shall receive an instrument or instruments executed by the holders of a majority in principal amount of all of the Bonds 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. 15 (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 Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the notice, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of such 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 a majority in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the registration books kept by the Paying Agent/Registrar. Section 14. APPROVAL OF DEPOSIT AGREEMENT AND TRANSFER OF FUNDS. The Mayor is hereby authorized and directed to execute and deliver a deposit agreement (the "Deposit Agreement") with U.S. Bank National Association (the "Deposit Agent"), with respect to the Refunded Obligations, in substantially the form presented at the meeting at which this Ordinance was adopted. hl addition, Issuer shall cause $ in lawfully available funds to be deposited into the deposit account established under the Deposit Agreement. Section 15. REDEMPTION OF REFUNDED OBLIGATIONS (a) The Issuer hereby directs that certain of the Refunded Obligations be called for redemption on the date and as set forth on Exhibit B. Each of such Refunded Obligations shall be redeemed at the redemption price of par plus accrued interest to the redemption date thereof. The Issuer hereby authorizes and directs, and ratifies the authorization and direction, to issue or cause to be issued the Notices of Redemption of the Refunded Obligations in the substantially the forms set forth in Exhibit B attached hereto to the paying agent/registrar for the Refunded Obligations. (b) In addition, the paying agent/registrar for the Refunded Obligations is hereby directed to provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of the Refunded Obligations and is hereby directed to make appropriate arrangements so that the Refunded Obligations may be redeemed on their redemption date. The Refunded Obligations shall be presented for redemption at the paying agent/registrar therefore, and shall not bear interest after the date fixed for redemption. Section 16. 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 17. PROCEEDS OF SALE. The proceeds of sale of the Bonds in the amount of (i) $ shall be deposited with the Deposit Agent for the Refunded Obligations and (ii) $ (including underwriter's discount) shall be used to pay costs of issuance of the Bonds. Section 18. APPROPRIATION. To pay the debt service coming due on the Bonds prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current funds on hand, which 16 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. Section 19. 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 City Council. 17 Exhibit A FORM OF BONDS A. The form of the Bonds, 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 Bonds 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 - INTEREST RATE REGISTERED OWNER: PRINCIPAL AMOUNT: PRINCIPAL UNITED STATES OF AMERICA AMOUNT STATE OF TEXAS $ CITY OF COPPELL, TEXAS GENERAL OBLIGATION REFUNDING BOND SERIES 2021 ISSUANCE DATE MATURITY DATE CUSIP NO. May 27, 2021 February 1, 20 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"), on the Maturity Date specified above, 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, 2021 and semiannually on each August 1 and February 1 thereafter to the Maturity Date specified above; except, if this Bond 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 Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the registered owner hereof upon presentation and surrender of this Bond at maturity at the principal corporate trust office of U.S. Bank National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the registered owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to A-1 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 Bond 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 shall be paid to the registered owner upon presentation and surrender of this Bond for payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the registered owner of this Bond that on or before each principal payment date and interest payment date, it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for any payment of principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the 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 BOND is one of a series of Bonds dated April 15, 2021, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $ for the public purposes of refunding certain outstanding obligations of the Issuer and to pay the costs incurred in connection with the issuance of the Bonds. THE BONDS ARE NOT subject to redemption at the option of the Issuer. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the principal denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond 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 Bonds, 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 Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The form of Assignment printed or endorsed on this Bond 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 Bond 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 Bond or portion thereof will be paid by the Issuer. In any A-2 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 Bonds 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. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the registered owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, 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. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond 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 Bonds. BY BECOMING the registered owner of this Bond, the registered owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each registered owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. Ashley Owens, City Secretary City of Coppell (City Seal) Karen Selbo Hunt, Mayor City of Coppell PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Registration Certificate of the Comptroller of Public Accounts of the State of Texas) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a Bond, Bonds, or a portion of a Bond or Bonds of a series 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. A-3 Dated: U.S. BANK NATIONAL ASSOCIATION, Dallas, Texas Paying Agent/Registrar 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 Bond and all rights thereunder, and hereby irrevocably constitutes and appoints: attorney, to register the transfer of the within Bond 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 Bond in every particular, without alteration or enlargement or any change whatsoever. COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) B. Initial Bond Insertions. (i) The initial Bond shall be in the form set forth is paragraph (a) of this Section, except that: A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. 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"), on February 1 in each of the years, in the Principal Amounts and bearing interest at the Interest Rate per annum set forth in the following schedule: Maturity Principal Interest Date Amount Rate 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 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 August 1, 2021 and semiannually on each February 1 and August 1 thereafter to the date of payment of the principal installment specified above; except, that if this Bond 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 Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered "T -L" A-5 Exhibit B NOTICE OF REDEMPTION CITY OF COPPELL, TEXAS, COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2011 CITY OF COPPELL, TEXAS (DALLAS AND DENTON COUNTIES, TEXAS) NOTICE IS HEREBY GIVEN that the City of Coppell, Texas (the "City") has called for early redemption the outstanding obligations of the City described as follows: City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2011 (the "Series 2011 Certificates"), maturing on February 1 in the years and in the amounts shown below. Such Series 2011 Certificates have been called for redemption on June 1, 2021 (the "Redemption Date") at the redemption price of par and accrued interest to the Redemption Date (the "Redemption Price"): Maturity Date Principal Amount CUSIP Number 2022 $ 430,000 217482Q84 2023 445,000 217482Q92 2024 465,000 217482R26 2025 480,000 217482R34 2026 500,000 217482R42 2027 520,000 217482R59 2028 545,000 217482R67 2029 565,000 217482R75 2030 590,000 217482R83 2031 615,000 217482R91 aggregating $5,155,000 in principal amount. On May 27, 2021, funds were deposited with the paying agent/registrar for the Series 2011 Certificates in an amount sufficient to redeem the Series 2011 Certificates on the Redemption Date, and such Series 2011 Certificates shall be paid from amounts held in a trust account administered by the paying agent/registrar, until the Redemption Date, when the Redemption Price shall be paid upon presentation of the Series 2011 Certificates to the paying agent/registrar thereof. Upon presentation of the Series 2011 Certificates at the paying agent/registrar on the Redemption Date, the holder thereof shall be entitled to receive the Redemption Price, and thereafter the Series 2011 Certificates shall no longer bear interest. CITY OF COPPELL, TEXAS NOTICE OF REDEMPTION CITY OF COPPELL, TEXAS, GENERAL OBLIGATION REFUNDING AND IMPROVEMENT BONDS, SERIES 2011 CITY OF COPPELL, TEXAS (DALLAS AND DENTON COUNTIES, TEXAS) NOTICE IS HEREBY GIVEN that the City of Coppell, Texas (the "City") has called for early redemption the outstanding obligations of the City described as follows: City of Coppell, Texas, General Obligation Refunding and Improvement Bonds, Series 2011 (the "Series 2011 Bonds"), maturing on February 1 in the years and in the amounts shown below. Such Series 2011 Bonds have been called for redemption on June 1, 2021 (the "Redemption Date") at the redemption price of par and accrued interest to the Redemption Date (the "Redemption Price"): Maturity Date Principal Amount CUSIP Number 2022 $ 685,000 217482N46 2023 315,000 217482N53 2024 325,000 217482N61 2025 335,000 217482N79 2026 350,000 217482N87 2027 365,000 217482N95 2028 380,000 217482P28 2029 395,000 217482P36 2030 410,000 217482P44 2031 430,000 217482P51 aggregating $3,990,000 in principal amount. On May 27, 2021, funds were deposited with the paying agent/registrar for the Series 2011 Bonds in an amount sufficient to redeem the Series 2011 Bonds on the Redemption Date, and such Series 2011 Bonds shall be paid from amounts held in a trust account administered by the paying agent/registrar, until the Redemption Date, when the Redemption Price shall be paid upon presentation of the Series 2011 Bonds to the paying agent/registrar thereof. Upon presentation of the Series 2011 Bonds at the paying agent/registrar on the Redemption Date, the holder thereof shall be entitled to receive the Redemption Price, and thereafter the Series 2011 Bonds shall no longer bear interest. CITY OF COPPELL, TEXAS WN INVESTORS SERVICE Rating ActiodlMoody"'s assigns Aas to City of Coppell, ""IIS "'s GO Bonds, 2021 119 A11piir 202111 New York, April 19, 2021 -- Moody's Investors Service has assigned a Aaa rating to the City of Copj million General Obligation Refunding Bonds, Series 2021 and $21.7 million Combination Tax and Li Surplus Revenue Certificates of Obligation, Series 2021. Moody's maintains the Aaa issuer and Aae obligation limited tax (GOLT) rating on the city's previously issued debt. RATINGS RATIONALE The Aaa issuer rating reflects a large tax base with strong resident wealth that benefits from easy ac employment opportunities in the Dallas/Fort Worth (DFW) metropolitan area. The city has a history c maintaining strong reserves supported by multiple years of operating surpluses. While the city's deb slightly elevated relative to Aaa rated peers, pension and OPEB liabilities are moderate and overall are manageable, providing operating flexibility. The lack of distinction between the issuer rating and general obligation limited tax rating is based or ample taxing headroom of approximately 12 times, which offsets the lack of a full faith and credit ple inability to override the statutory cap. RATING OUTLOOK Moody's does not usually assign outlooks to local government credits with this amount of debt outst FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Not applicable FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Trend of operating deficits leading to a material reduction in reserve levels - Significant debt issuance absent corresponding increase in tax base LEGAL SECURITY The city's bonds and certificates, including Series 2021, are direct obligations of the city secured by and continuing annual ad valorem tax, levied on all taxable property within the limits prescribed by Ic certificates further secured by a limited pledge not to exceed $1,000 of surplus net revenues of the c and sewer system. USE OF PROCEEDS Proceeds of the bonds will refund all maturities of the outstanding General Obligation Refunding an( Improvement Bonds, Series 2011 and the Combination Tax and Limited Surplus Revenue Certificat Obligation, Series 2011 for savings with no extension of maturity. Proceeds from the sale of the certificates will be used for improvements related to streets and they c and sewer system. PROFILE The City of Coppell is primarily located in Dallas County (Aaa stable) with a very small portion in Dei County (Aaa stable). The city covers roughly 14.7 square miles near the DFW International Airport Worth International Airport Board, TX - Al stable). The city has approximately 41,410 residents. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Det in January 2021 and availabldhops:// w.moodys.com/ireseaircllhdocu.Ameintcointeintllpage,aslpx2 docl1d:::::Pli:3 126009AIternatively, please see the Rating Methodologies page on www.moodys.com copy of this methodology. REGULATORY DISCLOSURES For further specification of Moody's key rating assumptions and sensitivity analysis, see the section: Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating S) Definitions can be found J§ttlps:// w.moodys.com/ireseaircllhdocu.Ameintcointeintlpage,aslpx2 doclld:::::ll i:3C 79004 For ratings issued on a program, series, category/class of debt or security this announcement provi( regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same category/class of debt, security or pursuant to a program for which the ratings are derived exclusive existing ratings in accordance with Moody's rating practices. For ratings issued on a support provide announcement provides certain regulatory disclosures in relation to the credit rating action on the SL provider and in relation to each particular credit rating action for securities that derive their credit rat! the support provider's credit rating. 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Moody's general principles for assessing environmental, social and governance (ESG) risks in our c analysis can be found Ibttlps:// w.moodys.coiim/ireseaircllhdocu.Ameintcointeintlpage,aslpx?doclid:::::IIPI[::�C ,1 The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rat Agencies. Further information on the EU endorsement status and on the Moody's office that issued rating is available on www.moodys.com. The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canard London E14 5FA under the law applicable to credit rating agencies in the UK. 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If ) II IIS II IIS 21 April 2021 Contacts Kenneth IIS `tu.uigenc:ou° u n 2 ,l 979 68.„g,8 Mu ouu 7; iru+ nitNuu+;+;,Jlk ,++:wn G a ego I1..iip:1iitz u n 2,`� 2 3 t? 'rV i o l I'd V.I,iW l i1 V i �ndup,i hn t7r:�Vk o11nl11l�;t�uuo��,,dly,,�:� 110 CILI lrIN it SIrlr VICIrS An iieii nc a:;, tt:ira I111adCiln pap:uamon u uAuat n 2n2 !'::,!' W 13 8!1::,2 1:1!1A 077 8n 3 IPI 08 ''HOO Coppell (City of) TX Update to credit analysis uirrinirrin ur The C..i..ty...o.[(:,op ell TX's (Aaa stable) credit profile benefits from the city's large and growing tax base favorably located in the Dallas/Fort Worth metropolitan area. The city has a history of maintaining strong reserves supported by multiple years of operating surplusses. While the city's debt burden is slightly elevated relative to Aaa rated peers, pension and OPEB liabilities are moderate and overall fixed costs are manageable, providing operating flexibility. Oredit it ingt m Sizable tax base with strong resident income indices History of strong operating performance and very strong reserves Manageable fixed cost burden Oredit Ihalleirm Sales tax collections will decline in fiscal 2022 due to sales tax law change Ratfing outlook Moody's does not usually assign outlooks to local government credits with this amount of debt outstanding. 11:::actoiirsthat could leadto aurin upgrade Not applicable 11:::actoiirsthat could leadto a dowingii-ade Trend of operating deficits leading to a material reduction in reserve levels Significant debt issuance absent corresponding increase in tax base IKey 1urm'1ur Exhibit 1 Coppell (City of) TX Sources: US Census Bureau, CoppeIt (City of) TX's financial statements and Moody's Investors Service IR Ilr'�' III ( The City of Coppell is primarily located in Dallas County (Aaa stable) with a very small portion in D....l;t,on„( c�la,nt„y (Aaa stable). The city covers roughly 14.7 square miles near the DFW International Airport (l1 rll r ,;;;;Fort WdrTh InternahonaI AJ r,„port Board, ..tX - Al stable). The city has approximately 41,410 residents. UAW 1 coiriou°riy r,nci l.r,x I1msel, ILaiige l.r'x 11mse'1�t:voii'a11lfl d Ilocai.r^ci ouu 1IAlW ull'o° Il wllotaii°°u auiea Coppell's tax base will likely to grow because of commercial and residential development and a favorable location near Dallas -Fort Worth International Airport. Over the past five years, the city's taxable values have increased 6.3% on average, including a 2.7% increase to $8.4 billion for fiscal 2021. The city's location near the airport has driven a high level of commercial and industrial developments, but the city also has residential growth. Resident wealth levels are very strong with a median family income that represents 183.6% of the US. The city's unemployment rate has recovered significantly since the peak of 10.4% in May 2020. As of January 2021, the unemployment rate of 5.6% compared favorably to both state (7.3%) and national (6.8%) levels for the same period. .., ., f , n , . , s n .n . , x ,.,. ... n .. p . f Q x ., Q x , , n,; , , , n, 11 II II IIa.iVllllftalari{11.�.hlf,dd Ila�if�.11�.hllll �a�iflllltal II v, w,ll"v�v,,,,,�, aliV�Ila�iVl�d�.11"i�4,1111""Iln['iVIIIIft.Ila:iV11.IIIIIIari{IIIIa�ifi^�"..IIIIIIW,IIII�:I.v„,a.iVllllll �.�h Il llllari{Illlll�:nt�iVllllll 11.11v,llllt�ll �.hII ��II"'�°��II""Ili„� �Sl�dd,lla.iV�.11lllli„� II v,,,w,llrrv,,,.p The city's financial operations will likely remain strong, despite the material impact of a recent change in state sales tax law. The new rule goes into effect in October 2021 (fiscal 2022), and alters internet sales tax sourcing to point -of -destination rather than point -of - fulfillment. This change is particularly meaningful to cities such as Coppell that have a large presence of customer fulfillment centers that generate sales tax from e-commerce transactions. Fiscal 2020 operations (general and debt service funds; fiscal year end September 30) closed with an $11.3 million surplus, the city's sixth consecutive, pushing available operating reserves to $78.7 million, representing a very strong 99% of revenue, which is roughly two times the median for Aaa rated cities. The surplus is attributable to expenditure reductions management implemented well in INS PLb1lCd1londoes nold11110uncenciedliidiingddlon Ioidnyci•ediinllnrsioriCncedInfINSPLIbIllCdh011,PlensCSCCl.rreinlinrsl.ab0m11re.IssuCi/Cnlhf�yPdn,Ocm www inoodysconnren Brie noslapddledciedli Irlingddlon nrirnatlondnd ailingIilsloiy d' �"m,Apiilll10,1 11 C"I'l"Ilirlllllis; il_Vl111'jai.hu, 'I,'� !I. wuuallys!Is� 20116 20117 20118 20110 2020 Economy/Tax Base Total Full Value ($000) $6,175,598 $6,664,501 $7,015,047 $7,597,798 $8,170,767 Population 40,631 41,138 41,512 41,645 41,290 Full Value Per Capita $151,992 $162,004 $168,988 $182,442 $197,887 Median Family Income (% of US Median) 194.7% 193.1% 196.3% 183.6% 183.6% Finances Operating Revenue ($000) $64,701 $69,379 $72,637 $79,942 $79,534 Fund Balance ($000) $41,201 $47,962 $54,766 $66,677 $78,701 Cash Balance ($000) $62,671 $60,989 $67,090 $78,141 $92,953 Fund Balance as a % of Revenues 63.7% 69.1% 75.4% 83.4% 99.0% Cash Balance as a % of Revenues 96.9% 87.9% 92.4% 977% 116.9% Debt/Pensions Net Direct Debt ($000) $70,360 $63,645 $89,180 $82,020 $90,095 3 -Year Average of Moody's ANPL ($000) $72,451 $85,282 $90,070 $97,687 $112,465 Net Direct Debt / Full Value (%) 1.1% 1.0% 1.3% 1.1% 1.1% Net Direct Debt / Operating Revenues (x) 1.1x 0.9x 1.2x 1. Ox 1.1x Moody's - ANPL (3 -yr average) to Full Value (%) 1.2% 1.3% 1.3% 1.3% 1.4% Moody's - ANPL (3 -yr average) to Revenues (x) 1.1x 1.2x 1.2x 1.2x 1.4x Sources: US Census Bureau, CoppeIt (City of) TX's financial statements and Moody's Investors Service IR Ilr'�' III ( The City of Coppell is primarily located in Dallas County (Aaa stable) with a very small portion in D....l;t,on„( c�la,nt„y (Aaa stable). The city covers roughly 14.7 square miles near the DFW International Airport (l1 rll r ,;;;;Fort WdrTh InternahonaI AJ r,„port Board, ..tX - Al stable). The city has approximately 41,410 residents. UAW 1 coiriou°riy r,nci l.r,x I1msel, ILaiige l.r'x 11mse'1�t:voii'a11lfl d Ilocai.r^ci ouu 1IAlW ull'o° Il wllotaii°°u auiea Coppell's tax base will likely to grow because of commercial and residential development and a favorable location near Dallas -Fort Worth International Airport. Over the past five years, the city's taxable values have increased 6.3% on average, including a 2.7% increase to $8.4 billion for fiscal 2021. The city's location near the airport has driven a high level of commercial and industrial developments, but the city also has residential growth. Resident wealth levels are very strong with a median family income that represents 183.6% of the US. The city's unemployment rate has recovered significantly since the peak of 10.4% in May 2020. As of January 2021, the unemployment rate of 5.6% compared favorably to both state (7.3%) and national (6.8%) levels for the same period. .., ., f , n , . , s n .n . , x ,.,. ... n .. p . f Q x ., Q x , , n,; , , , n, 11 II II IIa.iVllllftalari{11.�.hlf,dd Ila�if�.11�.hllll �a�iflllltal II v, w,ll"v�v,,,,,�, aliV�Ila�iVl�d�.11"i�4,1111""Iln['iVIIIIft.Ila:iV11.IIIIIIari{IIIIa�ifi^�"..IIIIIIW,IIII�:I.v„,a.iVllllll �.�h Il llllari{Illlll�:nt�iVllllll 11.11v,llllt�ll �.hII ��II"'�°��II""Ili„� �Sl�dd,lla.iV�.11lllli„� II v,,,w,llrrv,,,.p The city's financial operations will likely remain strong, despite the material impact of a recent change in state sales tax law. The new rule goes into effect in October 2021 (fiscal 2022), and alters internet sales tax sourcing to point -of -destination rather than point -of - fulfillment. This change is particularly meaningful to cities such as Coppell that have a large presence of customer fulfillment centers that generate sales tax from e-commerce transactions. Fiscal 2020 operations (general and debt service funds; fiscal year end September 30) closed with an $11.3 million surplus, the city's sixth consecutive, pushing available operating reserves to $78.7 million, representing a very strong 99% of revenue, which is roughly two times the median for Aaa rated cities. The surplus is attributable to expenditure reductions management implemented well in INS PLb1lCd1londoes nold11110uncenciedliidiingddlon Ioidnyci•ediinllnrsioriCncedInfINSPLIbIllCdh011,PlensCSCCl.rreinlinrsl.ab0m11re.IssuCi/Cnlhf�yPdn,Ocm www inoodysconnren Brie noslapddledciedli Irlingddlon nrirnatlondnd ailingIilsloiy d' �"m,Apiilll10,1 11 C"I'l"Ilirlllllis; il_Vl111'jai.hu, 'I,'� !I. wuuallys!Is� advance of the revenue impact from the rule change. Sales tax collections, which account for roughly 28% of general fund revenue, declined roughly 4% in fiscal 2020 due to closure orders resulting from the pandemic. Though projected to be less than fiscal 2020, management projects the city will close with another sizable surplus in fiscal 2021. Management anticipates sales tax revenue could decline roughly 60% in fiscal 2022 as a result of the sales tax rule change. However, property taxes remain the city's largest revenue stream and are expected to remain stable given ongoing economic expansion. Liquidity The city closed fiscal 2020 with $93 million in operating liquidity, representing 116.9% of operating revenue. Nfll)taun l I:",ell°°uMoiris slugl°udy v+1,evatecl4"lvYl')t Imil4leiri iiel iVd've to AniVa s; IIuArvrci costs u°°uriaiunuVgealflle While the city's debt burden is slightly elevated relative to Aaa rated peers, pension and OPEB liabilities are moderate and overall fixed costs are manageable, providing operating flexibility. Inclusive of the Series 2021 issuance, the city's debt burden equates to 1.2% of the fiscal 2021 full value, exclusive of self-supporting water and sewer debt. Management plans to issue additional debt over the next few years, but the burden is expected to remain manageable given ongoing growth and average principal amortization on outstanding debt. Legal security The city's bonds and certificates, including Series 2021, are direct obligations of the city secured by a direct and continuing annual ad valorem tax, levied on all taxable property within the limits prescribed by law, with the certificates further secured by a limited pledge not to exceed $1,000 of surplus net revenues of the city's water and sewer system. Debt structure All of the city's debt is fixed rate and matures over the long term (final maturity in fiscal 2041). Amortization is average with 58% of debt repaid over ten years. Debt -related derivatives The city 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. The city reported unfunded pension liabilities of $17.6 million as of December 31, 2019. Moody's adjusted net pension liability (AN PL) for the city, under our methodology for adjusting reported pension data, is $138.1 million, or a manageable 1.7 times operating revenue. Fixed costs consumed roughly 17% of operating revenue, which is modest. NEWIMMEMMIM VIII: irivfir o iri urri e u°°u i` a II. Coppell is part of the Great Plains region per the National Climate Assessment, which is expected to experience irregular and extreme water stress, which can manifest as high rainfall and flooding or water supply stress, as well as heat stress. These environmental shifts are expected to continue to evolve over the long term. The city maintains long term capital plans to help mitigate some of its exposure. S oc4I. Demographic trends including population, wealth, and income indices in the city are favorable. For more information about social considerations, please see the summary above. ("Avell,.uriairice The city operates under a Council/Manager form of government with a City Council comprised of the Mayor and seven Council members. The City Charter requires maintenance of reserves equal to 10% of expenditures, though council has set a policy to maintain an additional 15%, 25% in total. Texas Cities have an institutional framework score I of "Aa," which is strong. Institutional Framework scores measure a sector's legal ability to increase revenues and decrease expenditures. Revenues are largely derived from property taxes which tend to be highly stable and predictable, sales taxes which are moderately stable and predictable and other fees. As a result unpredictable revenue fluctuations 1 ,1111,Agu!ill 10,11 C"I'ry"Ilirllll (1:0�X: il_Vll1''Ja i. hu, 'I,'A!IN wuuallys!Is� tend to be minor, or under 5% annually. Cities have a moderate ability to raise revenues because most cities are at the sales tax cap set by state statute. Additionally, property taxes are subject to a statutory cap of $25 per $1,000 of assessed values, with no more than $15 allocated for debt. Although most cities are well under the cap, cities can only increase their property tax revenues by 3.5% on existing property without voter approval on an annual basis; all increases above 3.5% must be approved by voters. Operating expenditures for cities tend to be highly stable and predictable with minor fluctuations under 5% annually. Cities also have a strong ability to reduce expenditures. Ratfi m innethodology aindur ur ' f ur The US Local Government General Obligation Debt methodology includes a scorecard, a tool providing a composite score of a local government's credit profile based on the weighted factors we consider most important, universal and measurable, as well as possible notching factors dependent on individual credit strengths and weaknesses. Its purpose is not to determine the final rating, but rather to provide a standard platform from which to analyze and compare local government credits. Exhibit 2 Coppell (City of) TX Raltiing Factors Measuire Score Economy/Tax Base Tax Base Size: Full Value (in 000s) $8,389,096 Aa Full Value Per Capita $202,586 Aaa Median Family Income (% of US Median) 183.6% Aaa Finances (30%) Fund Balance as a % of Revenues 99.0% Aaa 5 -Year Dollar Change in Fund Balance as % of Revenues 84.8% Aaa Cash Balance as a % of Revenues 116.9% Aaa 5 -Year Dollar Change in Cash Balance as % of Revenues 38.7% Aaa Management (20%) Institutional Framework Aa Aa Operating History: 5 -Year Average of Operating Revenues / Operating Expenditures 1.1x Aaa Debt and Pensions (20%) Net Direct Debt / Full Value (%) 1.2% Aa Net Direct Debt / Operating Revenues (x) 1.3x A 3 -Year Average of Moody's Adjusted Net Pension Liability / Full Value (%) 1.3% Aa 3 -Year Average of Moody's Adjusted Net Pension Liability / Operating Revenues (x) 1.4x A Notching Factors:[2] Unusually Strong or Weak Security Features Up Scorecard -Indicated Outcome Aaa Assigned Rating Aaa [1] Economy measures are based on data from the most recentyear available. [2] Notching Factors are specifically defined in the US Local Government General Obligation Debt methodology [3] Standardized adjustments are outlined in the GO Methodology Scorecard Inputs publication. Sources: US Census Bureau, (OrgNani financial statements and Moody's Investors Service �. 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At the same time, S&P Global Ratings affirmed its 'AAA' long-term rating on the city's GO debt outstanding. The outlook on all ratings is stable. The bonds and certificates constitute direct obligations of the city payable from the levy and collection of a direct and continuing annual ad valorem tax levied on all taxable property within Coppell, within the limits prescribed by law. The certificates are additionally secured by a limited $1,000 pledge of surplus net revenues of the city's waterworks and sewer system. Despite state statutory tax -rate limitations, we do not differentiate between Coppell's limited -tax debt and the city's general creditworthiness, because the ad valorem tax is not derived from a measurably narrower tax base and there are no limitations on the fungibility of resources, which supports our view of Coppell's overall ability and willingness to pay debt service. The city's GO bonds are eligible to be rated above the sovereign because we believe Coppell can maintain better credit characteristics than the U.S. in a stress scenario. Under our criteria "Ratings Above The Sovereign: Corporate And Government Ratings—Methodology And Assumptions" (published Nov. 19, 2013), U.S. local governments are considered to have moderate sensitivity to country risk. Coppell's locally derived revenues are the source of security for the bonds, and the institutional framework in the U.S. is predictable with significant U.S. local government autonomy. In a potential sovereign default scenario, U.S. local governments would maintain financial flexibility through the ability to continue collecting locally derived revenues and U.S. local governments have independent treasury management. Proceeds from the sale of the certificates will be used for projects, primarily streets and roads, throughout Coppell, while proceeds from the bonds will refund outstanding debt for savings. The city will have approximately $152 million in outstanding debt post issuances. Credit overview Coppell continues to benefit from its location near the Dallas -Fort Worth metropolitan statistical area (MSA), with annual increases on the tax base and strong wealth and income levels. The city's experienced management team practices conservative budgeting evidenced by year-end operating surpluses. Due to its location near the Dallas -Fort WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 2 Summary: Coppell, Texas; General Obligation Worth (DFW) International Airport, Coppell has a significant number of warehouses and distribution centers that have historically produced strong sales taxes for the city; however, the state comptroller changed online sales taxes so that they will be collected in the destination city rather than the city of origin. In anticipation of this change, currently expected to go into effect October 2021, management has already adjusted the budget assuming a 60% reduction in sales tax revenues. In fiscal 2020, sales taxes collected across all funds totaled $44.6 million, of which approximately $21 million was specific to the general fund. We believe Coppell's good financial management practices and current level of reserves will support the city's financial stability over the next two years as Coppell transitions into a smaller operating budget. Key credit considerations include: • Very strong economy, with access to a broad and diverse MSA; • Very strong management, with strong financial policies and practices under our Financial Management Assessment (FMA) methodology; • Adequate budgetary performance, with operating results that we expect could weaken in the near term relative to fiscal 2020, which closed with operating surpluses in the general fund and at the total governmental fund level in fiscal 2020; • Very strong budgetary flexibility, with an available fund balance in fiscal 2020 of 112% of operating expenditures; • Very strong liquidity, with total government available cash at 2.Ox total governmental fund expenditures and 16.8x governmental debt service, and access to external liquidity we consider strong; • Weak debt and contingent liability profile, with debt service carrying charges at 12.2% of expenditures and net direct debt that is 122.4% of total governmental fund revenue; and • Strong institutional framework score. Environmental, social, and governance (ESG) factors The rating incorporates our view regarding health -and -safety risks due to COVID-19. Absent short-term implications of COVID-19, we consider social risks in -line with the sector standard. We have analyzed Coppell's environmental and governance risks relative to its economy, management, financial measures, and debt -and -liability profile, and have determined all are on par with our view of the sector standard. Stable Outlook Downside scenario While unlikely, weak and sustained fiscal performance leading to a material reduction in Coppell 's budgetary performance or a weakening reserve and liquidity position to levels we no longer consider strong could place negative pressure on the rating. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 3 Summary: Coppell, Texas; General Obligation Credit Opinion Very strong economy We consider Coppell's economy very strong. The city, with an estimated population of 43,105, 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 167% of the national level and per capita market value of $194,620. Overall, the city's market value grew by 2.7% over the past year to $8.4 billion in 2021. The weight -averaged unemployment rate of the counties was 3.5% in 2019. Coppell is about 18 miles northwest of downtown Dallas where it borders DFW International Airport. Residents benefit from direct connections to state highways and interstates, which provide excellent access throughout the broad and diverse Dallas -Fort Worth -Arlington MSA for employment. Coppell's strategic and favorable location in the MSA, as well as its proximity to the airport, supports stability in the city's market value over time, as well as above-average wealth and income indicators and historically below-average unemployment. The tax base primarily consists of single-family residential properties (51% of the total tax base), commercial properties (18.5%), and 22% tangible personal commercial properties associated with a large area of distribution centers and warehouses. The top 10 taxpayers make up a modest 10.6% of the total tax base, are relatively diverse, and include several offices, warehouses, and multifamily residential complexes. The city is approaching buildout with approximately 300 acres left to develop. Veridesk recently opened a new corporate headquarters in the city and will expand to 800 from 300 employees. In addition, a beauty manufacturing supply corporation is opening a second distribution site to begin construction in 2021. Several hotels, after a delay from the COVID-19 pandemic, are moving forward with construction. One final residential development is expected to add about 74 homes. Coppell's established and stable local economy and strong income and wealth levels are key factors in our 'AAA' rating on the city. Very strong management We view the city's management as very strong, with strong financial policies and practices under our FMA methodology, indicating financial practices are strong, well embedded, and likely sustainable. Highlights of the city's 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. Coppell 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, Coppell 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 (CIP) that identifies project costs and corresponding funding sources. Coppell has a formal investment management policy with holdings reports provided at least quarterly. Its formal debt management policy is closely monitored and incorporated during the budget process and supported by a set of robust internal policies that include both qualitative and quantitative restrictions. Quantitative metrics include maximum maturity benchmarks, a minimum 4% net present value savings on refundings, and direct debt not to exceed 3% of Coppell's assessed value. The city's reserves policy is WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 4 Summary: Coppell, Texas; General Obligation set at 25% of operating expenditures. Adequate budgetary performance Coppell's budgetary performance is adequate in our opinion. The city had operating surpluses of 20% of expenditures in the general fund and 8.1% across all governmental funds in fiscal 2020. Coppell's budgetary performance remains solid overall; however, our assessment of adequate incorporates risks to future revenues associated a change in the collections for sales tax revenues. Stable growth in the city's property and sales tax collections, as well as generally flat expenditures, allowed for the operating surplus in fiscal 2020. Before the onset of the pandemic, Coppell made significant spending cuts because it was anticipating a change to sales tax collections due to recent state comptroller ruling. Accordingly, the city prepared for a drastic 60% reduction in sales tax collections by establishing a hiring freeze, reducing capital expenditures, and cutting discretionary spending by $5 million. Originally the change in where sales taxes are collected was expected to occur in the current 2021 fiscal year (ending Sept. 30, 2021); however, implementation has been delayed until October 2021(the start of fiscal 2021/2022). Nevertheless, the city continues to operate within budgeted assumptions without adding back expenditures that were cut. This is expected to produce a sizable surplus for fiscal 2021 that will provide additional financial flexibility as the city transitions toward less reliance on sales tax revenues. Coppell has received some federal stimulus Coronavirus Aid Relief and Economic Security Act funding to date although the amounts are not significant compared to the size of the city's budget. The most recent American Rescue Plan Act is expected to provide a more significant $9 million in funding for the city although officials are awaiting guidance on how the funds will be spent. For fiscal 2022, Coppell will likely operate with a budget very similar to the 2021 budget assuming the reduction in sales tax revenues and holding expenditures are relatively flat. Should the pressure on revenues be larger than expected, we believe the city's conservative budgeting, willingness to make midyear adjustments, and strong reserves will continue to support at least adequate budgetary performance. Very strong budgetary flexibility The city's budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2020 of 112% of operating expenditures, or $68.7 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. Coppell has historically maintained very strong reserve levels, which provide substantial flexibility above its formal reserve policy of 25%. In addition, we believe that officials will continue with their historically conservative budgeting practices. We believe current reserves are more than sufficient to help mitigate any budgetary pressure that arises from either revenues falling short or expenditures exceeding assumptions. Although not expected, should Coppell use a marginal amount of reserves to close a budgetary gap, we do not believe we will change our view of the city's very strong budgetary flexibility. Very strong liquidity In our opinion, Coppell's liquidity is very strong, with total government available cash at 2.Ox total governmental fund expenditures and 16.8x governmental debt service in 2020. In our view, the city has strong access to external liquidity WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 5 Summary: Coppell, Texas; General Obligation if necessary. Historically, the city has had what we consider very strong cash balances. We do not believe its cash position will deteriorate over the next two years. All investments comply with state guidelines, which we do not consider aggressive. Coppell is not exposed to contingent liabilities that, in our opinion, could cause material liquidity pressure. Its access to the market in 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. Weak debt and contingent liability profile In our view, Coppell's debt and contingent liability profile is weak. Total governmental fund debt service is 12.2% of total governmental fund expenditures, and net direct debt is 122.4% of total governmental fund revenue. Revenue -backed debt supported through the city's enterprise fund has been adjusted out for our direct debt -to -revenue calculations. Officials have additional debt plans of about $17.5 million for roads in 2022, which is in line with the city's CIP. Despite routine borrowing, current amortization schedules and anticipated growth should support a stable debt profile. 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 benefit (OPEB) contributions totaled 4.9% of total governmental fund expenditures in 2020. The city made its full required pension contribution in 2020. Pension and OPEB liabilities We do not view pension liabilities as an immediate credit risk for the city. Despite a somewhat extended amortization, the pension plan is well -funded. Coppell does not offer OPEB. We do not expect a material increase in pension contributions that could threaten Coppell's fiscal stability in the near term. Coppell currently participates in the following plans: • Texas Municipal Retirement System (TMRS), 90% funded ratio and a net pension liability of $17.6 million; and • OPEB liability of $2.0 million, with an 11% funded ratio. The city's required pension contribution is actuarially determined and calculated at the state level, based on an actuary study. Coppell implicitly subsidizes medical and hospitalization costs incurred by retirees and their dependents through the use of a single, blended premium rate. Recommendations for plan benefits are presented to city council for their approval during the annual budget process. The city's plan qualifies as a single -employer, defined -benefit plan administered through a trust. Coppell also provides OPEB in the form of group -term life insurance. Strong institutional framework The institutional framework score for Texas municipalities is strong. Related Research Through The ESG Lens 2.0: A Deeper Dive Into U.S. Public Finance Credit Factors, April 28, 2020 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 6 Coppell GO Long Term Rating Coppell GO Long Term Rating Coppell GO Long Term Rating Coppell GO (AMBAC) Unenhanced Rating Coppell GO (MBIA) (National) Unenhanced Rating Many issues are enhanced by bond insurance. Summary: Coppell, Texas; General Obligation AAA/Stable AAA/Stable AAA/Stable AAA(SPUR)/Stable AAA(SPUR)/Stable Affirmed Affirmed Affirmed Affirmed Affirmed 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. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 7 Copyright © 2021 by Standard & Poor's Financial Services LLC. All rights reserved. No content (including ratings, credit -related analyses and data, valuations, model, software or other application or output therefrom) or any part thereof (Content) may be modified, reverse engineered, reproduced or distributed in any form by any means, or stored in a database or retrieval system, without the prior written permission of Standard & Poor's Financial Services LLC or its affiliates (collectively, S&P). The Content shall not be used for any unlawful or unauthorized purposes. 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S&P may receive compensation for its ratings and certain analyses, normally from issuers or underwriters of securities or from obligors. S&P reserves the right to disseminate its opinions and analyses. S&P's public ratings and analyses are made available on its Web sites, www.standardandpoors.com (free of charge), and www.ratingsdirect.com (subscription), and may be distributed through other means, including via S&P publications and third -party redistributors. Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees. STANDARD & POOR'S, S&P and RATINGSDIRECT are registered trademarks of Standard & Poor's Financial Services LLC. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 8 City of Coppell, Texas C',P FE L File ID: 2021-5647 Version: 1 File Name: CO Bonds, Series 2021 Master File Number: 2021-5647 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Agenda Ready In Control: Finance File Created: 04/20/2021 Final Action: Title: Consider approval of an Ordinance authorizing the issuance and sale of City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligations, Series 2021; approving various documents related to such certificates of obligation; and authorizing the Mayor to sign. Notes: Sponsors: Enactment Date: Attachments: CO Series 2021 Memo to Council.pdf, Coppell CO Enactment Number: 2021 --ordinance (v.1).pdf, Rating Action - Moodys-assigns-Aaa-to-City-of-Coppell.pdf, Credit Opinion - Coppell (City of) TX.pdf, RatingsDirect_SummaryCoppellTexasGeneralObligati on. pdf Contact: Hearing Date: Drafter: Effective Date: Related Files: History of Legislative File Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5647 Title Consider approval of an Ordinance authorizing the issuance and sale of City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligations, Series 2021; approving various documents related to such certificates of obligation; and authorizing the Mayor to sign. Summary See attached memorandum. Fiscal Impact: City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5647) The impact of this bond sale will be incorporated in the City's Debt Service Fund. Staff Recommendation: The Finance Department recommends approval of this ordinance. Strategic Pillar Icon: Sustainable Government City of Coppell, Texas Page 2 Printed on 4/23/2021 T H N T Y F COFFELL 7�U. MEMORANDUM To: Mayor and City Council From: Kim Tiehen, Assistant Director of Finance VIA: Jennifer Miller, Director of Finance Date: April 27, 2021 Reference: Consider approval of an Ordinance authorizing the issuance and sale of City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligations, Series 2021; approving various documents related to such certificates of obligation; and authorizing the Mayor to sign. 2040: 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 be used for (i) constructing and improving streets and roads, including related drainage, signalization, landscaping, sidewalks, lighting, utility relocation and replacement, bridges, signage and streetscape improvements; (ii) acquiring, constructing, installing and equipping additions, improvements, extensions and equipment for the City's waterworks and sewer system; and (iii) paying legal, fiscal, architecture and engineering fees in connection with such projects as well as 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 $23,250,000. 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 the bond proceeds are broken down below for your review. Beltline Rd: $16,000,000 Water System Redundancy Project: 5,000,000 Painting & Rehab of Water Tower 2: 1,500,000 Replace various large water lines: 500,000 Bond Issue Costs 250,000 Total23,250.000 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 City's Debt Service Fund. 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 April 27, 2021, 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 Mark Hill, Mayor Pro Tem Gary Roden Cliff Long John Jun Brianna Hinojosa-Smith Biju Mathew Ashley Owens, 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 2021; 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 APRIL 27, 2021. Ashley Owens, City Secretary City of Coppell (City Seal) Karen Selbo Hunt, Mayor City of Coppell Certificate for Ordinance Authorizing the Issuance and sale of City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of Obligation, Series 2021 AN ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF CITY OF COPPELL, TEXAS, COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 2021; 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 2021" (the "Certificates") in the amount of $ 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 a resolution authorizing and directing the City Secretary to give notice of the City's intention to issue the Certificates, and the 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 the 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 $ for paying all or a portion of the Issuer's contractual obligations incurred in connection with: (i) constructing and improving streets and roads, including related design, drainage, signalization, landscaping, sidewalks, lighting, utility relocation and replacement, bridges, signage and streetscape improvements; (ii) acquiring, designing, constructing, installing and equipping additions, improvements, extensions and equipment for the City's waterworks and sewer system; and (iii) 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 2021," and initially there shall be issued, sold, and delivered hereunder one fully registered certificate, without interest coupons, dated April 15, 2021, 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 R-1 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 February 1 in each of the years and in the principal amounts, respectively, and shall bear interest from the 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 schedule included in the FORM OF CERTIFICATE set forth in Exhibit A hereto. 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. (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 2 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 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 3 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 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 4 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. hl 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. 0) 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. (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 and 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 and 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 Ce 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)(1) 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 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)(1) 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. 7 (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 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; (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 1.148 1(b) of the Treasury Regulations, and N (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. (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 10 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. 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 [a net] 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 11 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 2021 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 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: "Financial Obligation" means a: (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) a guarantee of the foregoing (a) and (b). The term Financial Obligation does not include any municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule. "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. 12 (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 2021 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 2021. 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 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. (i) The Issuer shall notify the MSRB, in a timely manner 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, 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 holders of the Certificates, 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 the Issuer; (13) The consummation of a merger, consolidation, or acquisition involving the Issuer or the sale of all or substantially all of the assets of the Issuer, other than in the ordinary course 13 of business, the entry into of 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 paying agent/registrar or the change of name of a paying agent/registrar, if material; (15) Incurrence of a Financial Obligation of the Issuer, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the Issuer, any of which reflect financial difficulties. For these purposes, (a) any event described in the immediately preceding paragraph (12) 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 of the Issuer 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, and (b) the Issuer intends the words used in the immediately preceding paragraphs (15) and (16) and the definition of Financial Obligation in this Section to have the same meanings as when they are used in the Rule, as evidenced by SEC Release No. 34-83885, dated August 20, 2018. (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 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. 14 (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. 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 a maj onty in principal amount 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; 15 (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 a majority 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. (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 a majority 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. 16 (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. (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 a net 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. 17 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 PRINCIPAL STATE OF TEXAS AMOUNT CITY OF COPPELL, TEXAS $ COMBINATION TAX AND LIMITED SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 2021 Interest Rate Issuance Date Maturity Date CUSIP No. % May 27, 2021 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, 2022 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 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 FEW 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 dated April 15, 2021, authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $ for paying all or a portion of the Issuer's contractual obligations incurred in connection with (i) constructing and improving streets and roads, including related design, drainage, signalization, landscaping, sidewalks, lighting, utility relocation and replacement, bridges, signage and streetscape improvements; (ii) acquiring, designing, constructing, installing and equipping additions, improvements, extensions and equipment for the City's waterworks and sewer system; and (iii) 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, 2030, 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. 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, 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 FEW 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; 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 FEW 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 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. Ashley Owens, City Secretary City of Coppell (City Seal) Karen Selbo Hunt, Mayor City of Coppell 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 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 FEW 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. 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: /_W Maturity Date Principal Interest (February 1) Amount Rate 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 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, 2022 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 —F- L" INVESTORS SERVICE Rating ActiodlMoody"'s assigns Aas to City of Coppell, ""IIS "'s GO Bonds, 2021 119 A11piir 202111 New York, April 19, 2021 -- Moody's Investors Service has assigned a Aaa rating to the City of Copj million General Obligation Refunding Bonds, Series 2021 and $21.7 million Combination Tax and Li Surplus Revenue Certificates of Obligation, Series 2021. Moody's maintains the Aaa issuer and Aae obligation limited tax (GOLT) rating on the city's previously issued debt. RATINGS RATIONALE The Aaa issuer rating reflects a large tax base with strong resident wealth that benefits from easy ac employment opportunities in the Dallas/Fort Worth (DFW) metropolitan area. The city has a history c maintaining strong reserves supported by multiple years of operating surpluses. While the city's deb slightly elevated relative to Aaa rated peers, pension and OPEB liabilities are moderate and overall are manageable, providing operating flexibility. The lack of distinction between the issuer rating and general obligation limited tax rating is based or ample taxing headroom of approximately 12 times, which offsets the lack of a full faith and credit ple inability to override the statutory cap. RATING OUTLOOK Moody's does not usually assign outlooks to local government credits with this amount of debt outst FACTORS THAT COULD LEAD TO AN UPGRADE OF THE RATINGS - Not applicable FACTORS THAT COULD LEAD TO A DOWNGRADE OF THE RATINGS - Trend of operating deficits leading to a material reduction in reserve levels - Significant debt issuance absent corresponding increase in tax base LEGAL SECURITY The city's bonds and certificates, including Series 2021, are direct obligations of the city secured by and continuing annual ad valorem tax, levied on all taxable property within the limits prescribed by Ic certificates further secured by a limited pledge not to exceed $1,000 of surplus net revenues of the c and sewer system. USE OF PROCEEDS Proceeds of the bonds will refund all maturities of the outstanding General Obligation Refunding an( Improvement Bonds, Series 2011 and the Combination Tax and Limited Surplus Revenue Certificat Obligation, Series 2011 for savings with no extension of maturity. Proceeds from the sale of the certificates will be used for improvements related to streets and they c and sewer system. PROFILE The City of Coppell is primarily located in Dallas County (Aaa stable) with a very small portion in Dei County (Aaa stable). The city covers roughly 14.7 square miles near the DFW International Airport Worth International Airport Board, TX - Al stable). The city has approximately 41,410 residents. METHODOLOGY The principal methodology used in these ratings was US Local Government General Obligation Det in January 2021 and availabldhops:// w.moodys.com/ireseaircllhdocu.Ameintcointeintllpage,aslpx2 docl1d:::::Pli:3 126009AIternatively, please see the Rating Methodologies page on www.moodys.com copy of this methodology. REGULATORY DISCLOSURES For further specification of Moody's key rating assumptions and sensitivity analysis, see the section: Methodology Assumptions and Sensitivity to Assumptions in the disclosure form. Moody's Rating S) Definitions can be found J§ttlps:// w.moodys.com/ireseaircllhdocu.Ameintcointeintlpage,aslpx2 doclld:::::ll i:3C 79004 For ratings issued on a program, series, category/class of debt or security this announcement provi( regulatory disclosures in relation to each rating of a subsequently issued bond or note of the same category/class of debt, security or pursuant to a program for which the ratings are derived exclusive existing ratings in accordance with Moody's rating practices. For ratings issued on a support provide announcement provides certain regulatory disclosures in relation to the credit rating action on the SL provider and in relation to each particular credit rating action for securities that derive their credit rat! the support provider's credit rating. For provisional ratings, this announcement provides certain regu disclosures in relation to the provisional rating assigned, and in relation to a definitive rating that ma assigned subsequent to the final issuance of the debt, in each case where the transaction structure have not changed prior to the assignment of the definitive rating in a manner that would have affect( rating.For further information please see the ratings tab on the issuer/entity page for the respective i www.moodys.com. The ratings have been disclosed to the rated entity or its designated agent(s) and issued with no arr resulting from that disclosure. These ratings are solicited. Please refer to Moody's Policy for Designating and Assigning Unsolicitei Ratings available on its website www.moodys.com. Regulatory disclosures contained in this press release apply to the credit rating and, if applicable, th rating outlook or rating review. Moody's general principles for assessing environmental, social and governance (ESG) risks in our c analysis can be found Ibttlps:// w.moodys.coiim/ireseaircllhdocu.Ameintcointeintlpage,aslpx?doclid:::::IIPI[::�C ,1 The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's outside the EU and is endorsed by Moody's Deutschland GmbH, An der Welle 5, Frankfurt am Main Germany, in accordance with Art.4 paragraph 3 of the Regulation (EC) No 1060/2009 on Credit Rat Agencies. Further information on the EU endorsement status and on the Moody's office that issued rating is available on www.moodys.com. The Global Scale Credit Rating on this Credit Rating Announcement was issued by one of Moody's outside the UK and is endorsed by Moody's Investors Service Limited, One Canada Square, Canard London E14 5FA under the law applicable to credit rating agencies in the UK. Further information or endorsement status and on the Moody's office that issued the credit rating is available on www.moo Please see www.moodys.com for any updates on changm head rating analyst and to the Moody's le entity that has issuettle rating. Please see the ratings tab on the issuer/entity page on www.moodfW.Gmdditional regulatory disclosur for each credit rating. Kenneth Surgenor Lead Analyst Regional PFG Dallas Moody's Investors Service, Inc. Plaza Of The Americas 600 North Pearl St. Suite 2165 Dallas 75201 US JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Gregory Lipitz Additional Contact Regional PFG Northeast JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 Releasing Office: Moody's Investors Service, Inc. 250 Greenwich Street New York, NY 10007 U.S.A JOURNALISTS: 1 212 553 0376 Client Service: 1 212 553 1653 © 2021 Moody's Corporation, Moody's Investors Service, Inc., Moody's Analytics, Inc. and/or their lic affiliates (collectively, "MOODY'S"). 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If ) II IIS II IIS 21 April 2021 Contacts Kenneth IIS `tu.uigenc:ou° u n 2 ,l 979 68.„g,8 Mu ouu 7; iru+ nitNuu+;+;,Jlk ,++:wn G a ego I1..iip:1iitz u n 2,`� 2 3 t? 'rV i o l I'd V.I,iW l i1 V i �ndup,i hn t7r:�Vk o11nl11l�;t�uuo��,,dly,,�:� 110 CILI lrIN it SIrlr VICIrS An iieii nc a:;, tt:ira I111adCiln pap:uamon u uAuat n 2n2 !'::,!' W 13 8!1::,2 1:1!1A 077 8n 3 IPI 08 ''HOO Coppell (City of) TX Update to credit analysis uirrinirrin ur The C..i..ty...o.[(:,op ell TX's (Aaa stable) credit profile benefits from the city's large and growing tax base favorably located in the Dallas/Fort Worth metropolitan area. The city has a history of maintaining strong reserves supported by multiple years of operating surplusses. While the city's debt burden is slightly elevated relative to Aaa rated peers, pension and OPEB liabilities are moderate and overall fixed costs are manageable, providing operating flexibility. Oredit it ingt m Sizable tax base with strong resident income indices History of strong operating performance and very strong reserves Manageable fixed cost burden Oredit Ihalleirm Sales tax collections will decline in fiscal 2022 due to sales tax law change Ratfing outlook Moody's does not usually assign outlooks to local government credits with this amount of debt outstanding. 11:::actoiirsthat could leadto aurin upgrade Not applicable 11:::actoiirsthat could leadto a dowingii-ade Trend of operating deficits leading to a material reduction in reserve levels Significant debt issuance absent corresponding increase in tax base IKey 1urm'1ur Exhibit 1 Coppell (City of) TX Sources: US Census Bureau, CoppeIt (City of) TX's financial statements and Moody's Investors Service IR Ilr'�' III ( The City of Coppell is primarily located in Dallas County (Aaa stable) with a very small portion in D....l;t,on„( c�la,nt„y (Aaa stable). The city covers roughly 14.7 square miles near the DFW International Airport (l1 rll r ,;;;;Fort WdrTh InternahonaI AJ r,„port Board, ..tX - Al stable). The city has approximately 41,410 residents. UAW 1 coiriou°riy r,nci l.r,x I1msel, ILaiige l.r'x 11mse'1�t:voii'a11lfl d Ilocai.r^ci ouu 1IAlW ull'o° Il wllotaii°°u auiea Coppell's tax base will likely to grow because of commercial and residential development and a favorable location near Dallas -Fort Worth International Airport. Over the past five years, the city's taxable values have increased 6.3% on average, including a 2.7% increase to $8.4 billion for fiscal 2021. The city's location near the airport has driven a high level of commercial and industrial developments, but the city also has residential growth. Resident wealth levels are very strong with a median family income that represents 183.6% of the US. The city's unemployment rate has recovered significantly since the peak of 10.4% in May 2020. As of January 2021, the unemployment rate of 5.6% compared favorably to both state (7.3%) and national (6.8%) levels for the same period. .., ., f , n , . , s n .n . , x ,.,. ... n .. p . f Q x ., Q x , , n,; , , , n, 11 II II IIa.iVllllftalari{11.�.hlf,dd Ila�if�.11�.hllll �a�iflllltal II v, w,ll"v�v,,,,,�, aliV�Ila�iVl�d�.11"i�4,1111""Iln['iVIIIIft.Ila:iV11.IIIIIIari{IIIIa�ifi^�"..IIIIIIW,IIII�:I.v„,a.iVllllll �.�h Il llllari{Illlll�:nt�iVllllll 11.11v,llllt�ll �.hII ��II"'�°��II""Ili„� �Sl�dd,lla.iV�.11lllli„� II v,,,w,llrrv,,,.p The city's financial operations will likely remain strong, despite the material impact of a recent change in state sales tax law. The new rule goes into effect in October 2021 (fiscal 2022), and alters internet sales tax sourcing to point -of -destination rather than point -of - fulfillment. This change is particularly meaningful to cities such as Coppell that have a large presence of customer fulfillment centers that generate sales tax from e-commerce transactions. Fiscal 2020 operations (general and debt service funds; fiscal year end September 30) closed with an $11.3 million surplus, the city's sixth consecutive, pushing available operating reserves to $78.7 million, representing a very strong 99% of revenue, which is roughly two times the median for Aaa rated cities. The surplus is attributable to expenditure reductions management implemented well in INS PLb1lCd1londoes nold11110uncenciedliidiingddlon Ioidnyci•ediinllnrsioriCncedInfINSPLIbIllCdh011,PlensCSCCl.rreinlinrsl.ab0m11re.IssuCi/Cnlhf�yPdn,Ocm www inoodysconnren Brie noslapddledciedli Irlingddlon nrirnatlondnd ailingIilsloiy d' �"m,Apiilll10,1 11 C"I'l"Ilirlllllis; il_Vl111'jai.hu, 'I,'� !I. wuuallys!Is� 20116 20117 20118 20110 2020 Economy/Tax Base Total Full Value ($000) $6,175,598 $6,664,501 $7,015,047 $7,597,798 $8,170,767 Population 40,631 41,138 41,512 41,645 41,290 Full Value Per Capita $151,992 $162,004 $168,988 $182,442 $197,887 Median Family Income (% of US Median) 194.7% 193.1% 196.3% 183.6% 183.6% Finances Operating Revenue ($000) $64,701 $69,379 $72,637 $79,942 $79,534 Fund Balance ($000) $41,201 $47,962 $54,766 $66,677 $78,701 Cash Balance ($000) $62,671 $60,989 $67,090 $78,141 $92,953 Fund Balance as a % of Revenues 63.7% 69.1% 75.4% 83.4% 99.0% Cash Balance as a % of Revenues 96.9% 87.9% 92.4% 977% 116.9% Debt/Pensions Net Direct Debt ($000) $70,360 $63,645 $89,180 $82,020 $90,095 3 -Year Average of Moody's ANPL ($000) $72,451 $85,282 $90,070 $97,687 $112,465 Net Direct Debt / Full Value (%) 1.1% 1.0% 1.3% 1.1% 1.1% Net Direct Debt / Operating Revenues (x) 1.1x 0.9x 1.2x 1. Ox 1.1x Moody's - ANPL (3 -yr average) to Full Value (%) 1.2% 1.3% 1.3% 1.3% 1.4% Moody's - ANPL (3 -yr average) to Revenues (x) 1.1x 1.2x 1.2x 1.2x 1.4x Sources: US Census Bureau, CoppeIt (City of) TX's financial statements and Moody's Investors Service IR Ilr'�' III ( The City of Coppell is primarily located in Dallas County (Aaa stable) with a very small portion in D....l;t,on„( c�la,nt„y (Aaa stable). The city covers roughly 14.7 square miles near the DFW International Airport (l1 rll r ,;;;;Fort WdrTh InternahonaI AJ r,„port Board, ..tX - Al stable). The city has approximately 41,410 residents. UAW 1 coiriou°riy r,nci l.r,x I1msel, ILaiige l.r'x 11mse'1�t:voii'a11lfl d Ilocai.r^ci ouu 1IAlW ull'o° Il wllotaii°°u auiea Coppell's tax base will likely to grow because of commercial and residential development and a favorable location near Dallas -Fort Worth International Airport. Over the past five years, the city's taxable values have increased 6.3% on average, including a 2.7% increase to $8.4 billion for fiscal 2021. The city's location near the airport has driven a high level of commercial and industrial developments, but the city also has residential growth. Resident wealth levels are very strong with a median family income that represents 183.6% of the US. The city's unemployment rate has recovered significantly since the peak of 10.4% in May 2020. As of January 2021, the unemployment rate of 5.6% compared favorably to both state (7.3%) and national (6.8%) levels for the same period. .., ., f , n , . , s n .n . , x ,.,. ... n .. p . f Q x ., Q x , , n,; , , , n, 11 II II IIa.iVllllftalari{11.�.hlf,dd Ila�if�.11�.hllll �a�iflllltal II v, w,ll"v�v,,,,,�, aliV�Ila�iVl�d�.11"i�4,1111""Iln['iVIIIIft.Ila:iV11.IIIIIIari{IIIIa�ifi^�"..IIIIIIW,IIII�:I.v„,a.iVllllll �.�h Il llllari{Illlll�:nt�iVllllll 11.11v,llllt�ll �.hII ��II"'�°��II""Ili„� �Sl�dd,lla.iV�.11lllli„� II v,,,w,llrrv,,,.p The city's financial operations will likely remain strong, despite the material impact of a recent change in state sales tax law. The new rule goes into effect in October 2021 (fiscal 2022), and alters internet sales tax sourcing to point -of -destination rather than point -of - fulfillment. This change is particularly meaningful to cities such as Coppell that have a large presence of customer fulfillment centers that generate sales tax from e-commerce transactions. Fiscal 2020 operations (general and debt service funds; fiscal year end September 30) closed with an $11.3 million surplus, the city's sixth consecutive, pushing available operating reserves to $78.7 million, representing a very strong 99% of revenue, which is roughly two times the median for Aaa rated cities. The surplus is attributable to expenditure reductions management implemented well in INS PLb1lCd1londoes nold11110uncenciedliidiingddlon Ioidnyci•ediinllnrsioriCncedInfINSPLIbIllCdh011,PlensCSCCl.rreinlinrsl.ab0m11re.IssuCi/Cnlhf�yPdn,Ocm www inoodysconnren Brie noslapddledciedli Irlingddlon nrirnatlondnd ailingIilsloiy d' �"m,Apiilll10,1 11 C"I'l"Ilirlllllis; il_Vl111'jai.hu, 'I,'� !I. wuuallys!Is� advance of the revenue impact from the rule change. Sales tax collections, which account for roughly 28% of general fund revenue, declined roughly 4% in fiscal 2020 due to closure orders resulting from the pandemic. Though projected to be less than fiscal 2020, management projects the city will close with another sizable surplus in fiscal 2021. Management anticipates sales tax revenue could decline roughly 60% in fiscal 2022 as a result of the sales tax rule change. However, property taxes remain the city's largest revenue stream and are expected to remain stable given ongoing economic expansion. Liquidity The city closed fiscal 2020 with $93 million in operating liquidity, representing 116.9% of operating revenue. Nfll)taun l I:",ell°°uMoiris slugl°udy v+1,evatecl4"lvYl')t Imil4leiri iiel iVd've to AniVa s; IIuArvrci costs u°°uriaiunuVgealflle While the city's debt burden is slightly elevated relative to Aaa rated peers, pension and OPEB liabilities are moderate and overall fixed costs are manageable, providing operating flexibility. Inclusive of the Series 2021 issuance, the city's debt burden equates to 1.2% of the fiscal 2021 full value, exclusive of self-supporting water and sewer debt. Management plans to issue additional debt over the next few years, but the burden is expected to remain manageable given ongoing growth and average principal amortization on outstanding debt. Legal security The city's bonds and certificates, including Series 2021, are direct obligations of the city secured by a direct and continuing annual ad valorem tax, levied on all taxable property within the limits prescribed by law, with the certificates further secured by a limited pledge not to exceed $1,000 of surplus net revenues of the city's water and sewer system. Debt structure All of the city's debt is fixed rate and matures over the long term (final maturity in fiscal 2041). Amortization is average with 58% of debt repaid over ten years. Debt -related derivatives The city 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. The city reported unfunded pension liabilities of $17.6 million as of December 31, 2019. Moody's adjusted net pension liability (AN PL) for the city, under our methodology for adjusting reported pension data, is $138.1 million, or a manageable 1.7 times operating revenue. Fixed costs consumed roughly 17% of operating revenue, which is modest. NEWIMMEMMIM VIII: irivfir o iri urri e u°°u i` a II. Coppell is part of the Great Plains region per the National Climate Assessment, which is expected to experience irregular and extreme water stress, which can manifest as high rainfall and flooding or water supply stress, as well as heat stress. These environmental shifts are expected to continue to evolve over the long term. The city maintains long term capital plans to help mitigate some of its exposure. S oc4I. Demographic trends including population, wealth, and income indices in the city are favorable. For more information about social considerations, please see the summary above. ("Avell,.uriairice The city operates under a Council/Manager form of government with a City Council comprised of the Mayor and seven Council members. The City Charter requires maintenance of reserves equal to 10% of expenditures, though council has set a policy to maintain an additional 15%, 25% in total. Texas Cities have an institutional framework score I of "Aa," which is strong. Institutional Framework scores measure a sector's legal ability to increase revenues and decrease expenditures. Revenues are largely derived from property taxes which tend to be highly stable and predictable, sales taxes which are moderately stable and predictable and other fees. As a result unpredictable revenue fluctuations 1 ,1111,Agu!ill 10,11 C"I'ry"Ilirllll (1:0�X: il_Vll1''Ja i. hu, 'I,'A!IN wuuallys!Is� tend to be minor, or under 5% annually. Cities have a moderate ability to raise revenues because most cities are at the sales tax cap set by state statute. Additionally, property taxes are subject to a statutory cap of $25 per $1,000 of assessed values, with no more than $15 allocated for debt. Although most cities are well under the cap, cities can only increase their property tax revenues by 3.5% on existing property without voter approval on an annual basis; all increases above 3.5% must be approved by voters. Operating expenditures for cities tend to be highly stable and predictable with minor fluctuations under 5% annually. Cities also have a strong ability to reduce expenditures. Ratfi m innethodology aindur ur ' f ur The US Local Government General Obligation Debt methodology includes a scorecard, a tool providing a composite score of a local government's credit profile based on the weighted factors we consider most important, universal and measurable, as well as possible notching factors dependent on individual credit strengths and weaknesses. Its purpose is not to determine the final rating, but rather to provide a standard platform from which to analyze and compare local government credits. Exhibit 2 Coppell (City of) TX Raltiing Factors Measuire Score Economy/Tax Base Tax Base Size: Full Value (in 000s) $8,389,096 Aa Full Value Per Capita $202,586 Aaa Median Family Income (% of US Median) 183.6% Aaa Finances (30%) Fund Balance as a % of Revenues 99.0% Aaa 5 -Year Dollar Change in Fund Balance as % of Revenues 84.8% Aaa Cash Balance as a % of Revenues 116.9% Aaa 5 -Year Dollar Change in Cash Balance as % of Revenues 38.7% Aaa Management (20%) Institutional Framework Aa Aa Operating History: 5 -Year Average of Operating Revenues / Operating Expenditures 1.1x Aaa Debt and Pensions (20%) Net Direct Debt / Full Value (%) 1.2% Aa Net Direct Debt / Operating Revenues (x) 1.3x A 3 -Year Average of Moody's Adjusted Net Pension Liability / Full Value (%) 1.3% Aa 3 -Year Average of Moody's Adjusted Net Pension Liability / Operating Revenues (x) 1.4x A Notching Factors:[2] Unusually Strong or Weak Security Features Up Scorecard -Indicated Outcome Aaa Assigned Rating Aaa [1] Economy measures are based on data from the most recentyear available. [2] Notching Factors are specifically defined in the US Local Government General Obligation Debt methodology [3] Standardized adjustments are outlined in the GO Methodology Scorecard Inputs publication. Sources: US Census Bureau, (OrgNani financial statements and Moody's Investors Service �. 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At the same time, S&P Global Ratings affirmed its 'AAA' long-term rating on the city's GO debt outstanding. The outlook on all ratings is stable. The bonds and certificates constitute direct obligations of the city payable from the levy and collection of a direct and continuing annual ad valorem tax levied on all taxable property within Coppell, within the limits prescribed by law. The certificates are additionally secured by a limited $1,000 pledge of surplus net revenues of the city's waterworks and sewer system. Despite state statutory tax -rate limitations, we do not differentiate between Coppell's limited -tax debt and the city's general creditworthiness, because the ad valorem tax is not derived from a measurably narrower tax base and there are no limitations on the fungibility of resources, which supports our view of Coppell's overall ability and willingness to pay debt service. The city's GO bonds are eligible to be rated above the sovereign because we believe Coppell can maintain better credit characteristics than the U.S. in a stress scenario. Under our criteria "Ratings Above The Sovereign: Corporate And Government Ratings—Methodology And Assumptions" (published Nov. 19, 2013), U.S. local governments are considered to have moderate sensitivity to country risk. Coppell's locally derived revenues are the source of security for the bonds, and the institutional framework in the U.S. is predictable with significant U.S. local government autonomy. In a potential sovereign default scenario, U.S. local governments would maintain financial flexibility through the ability to continue collecting locally derived revenues and U.S. local governments have independent treasury management. Proceeds from the sale of the certificates will be used for projects, primarily streets and roads, throughout Coppell, while proceeds from the bonds will refund outstanding debt for savings. The city will have approximately $152 million in outstanding debt post issuances. Credit overview Coppell continues to benefit from its location near the Dallas -Fort Worth metropolitan statistical area (MSA), with annual increases on the tax base and strong wealth and income levels. The city's experienced management team practices conservative budgeting evidenced by year-end operating surpluses. Due to its location near the Dallas -Fort WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 2 Summary: Coppell, Texas; General Obligation Worth (DFW) International Airport, Coppell has a significant number of warehouses and distribution centers that have historically produced strong sales taxes for the city; however, the state comptroller changed online sales taxes so that they will be collected in the destination city rather than the city of origin. In anticipation of this change, currently expected to go into effect October 2021, management has already adjusted the budget assuming a 60% reduction in sales tax revenues. In fiscal 2020, sales taxes collected across all funds totaled $44.6 million, of which approximately $21 million was specific to the general fund. We believe Coppell's good financial management practices and current level of reserves will support the city's financial stability over the next two years as Coppell transitions into a smaller operating budget. Key credit considerations include: • Very strong economy, with access to a broad and diverse MSA; • Very strong management, with strong financial policies and practices under our Financial Management Assessment (FMA) methodology; • Adequate budgetary performance, with operating results that we expect could weaken in the near term relative to fiscal 2020, which closed with operating surpluses in the general fund and at the total governmental fund level in fiscal 2020; • Very strong budgetary flexibility, with an available fund balance in fiscal 2020 of 112% of operating expenditures; • Very strong liquidity, with total government available cash at 2.Ox total governmental fund expenditures and 16.8x governmental debt service, and access to external liquidity we consider strong; • Weak debt and contingent liability profile, with debt service carrying charges at 12.2% of expenditures and net direct debt that is 122.4% of total governmental fund revenue; and • Strong institutional framework score. Environmental, social, and governance (ESG) factors The rating incorporates our view regarding health -and -safety risks due to COVID-19. Absent short-term implications of COVID-19, we consider social risks in -line with the sector standard. We have analyzed Coppell's environmental and governance risks relative to its economy, management, financial measures, and debt -and -liability profile, and have determined all are on par with our view of the sector standard. Stable Outlook Downside scenario While unlikely, weak and sustained fiscal performance leading to a material reduction in Coppell 's budgetary performance or a weakening reserve and liquidity position to levels we no longer consider strong could place negative pressure on the rating. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 3 Summary: Coppell, Texas; General Obligation Credit Opinion Very strong economy We consider Coppell's economy very strong. The city, with an estimated population of 43,105, 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 167% of the national level and per capita market value of $194,620. Overall, the city's market value grew by 2.7% over the past year to $8.4 billion in 2021. The weight -averaged unemployment rate of the counties was 3.5% in 2019. Coppell is about 18 miles northwest of downtown Dallas where it borders DFW International Airport. Residents benefit from direct connections to state highways and interstates, which provide excellent access throughout the broad and diverse Dallas -Fort Worth -Arlington MSA for employment. Coppell's strategic and favorable location in the MSA, as well as its proximity to the airport, supports stability in the city's market value over time, as well as above-average wealth and income indicators and historically below-average unemployment. The tax base primarily consists of single-family residential properties (51% of the total tax base), commercial properties (18.5%), and 22% tangible personal commercial properties associated with a large area of distribution centers and warehouses. The top 10 taxpayers make up a modest 10.6% of the total tax base, are relatively diverse, and include several offices, warehouses, and multifamily residential complexes. The city is approaching buildout with approximately 300 acres left to develop. Veridesk recently opened a new corporate headquarters in the city and will expand to 800 from 300 employees. In addition, a beauty manufacturing supply corporation is opening a second distribution site to begin construction in 2021. Several hotels, after a delay from the COVID-19 pandemic, are moving forward with construction. One final residential development is expected to add about 74 homes. Coppell's established and stable local economy and strong income and wealth levels are key factors in our 'AAA' rating on the city. Very strong management We view the city's management as very strong, with strong financial policies and practices under our FMA methodology, indicating financial practices are strong, well embedded, and likely sustainable. Highlights of the city's 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. Coppell 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, Coppell 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 (CIP) that identifies project costs and corresponding funding sources. Coppell has a formal investment management policy with holdings reports provided at least quarterly. Its formal debt management policy is closely monitored and incorporated during the budget process and supported by a set of robust internal policies that include both qualitative and quantitative restrictions. Quantitative metrics include maximum maturity benchmarks, a minimum 4% net present value savings on refundings, and direct debt not to exceed 3% of Coppell's assessed value. The city's reserves policy is WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 4 Summary: Coppell, Texas; General Obligation set at 25% of operating expenditures. Adequate budgetary performance Coppell's budgetary performance is adequate in our opinion. The city had operating surpluses of 20% of expenditures in the general fund and 8.1% across all governmental funds in fiscal 2020. Coppell's budgetary performance remains solid overall; however, our assessment of adequate incorporates risks to future revenues associated a change in the collections for sales tax revenues. Stable growth in the city's property and sales tax collections, as well as generally flat expenditures, allowed for the operating surplus in fiscal 2020. Before the onset of the pandemic, Coppell made significant spending cuts because it was anticipating a change to sales tax collections due to recent state comptroller ruling. Accordingly, the city prepared for a drastic 60% reduction in sales tax collections by establishing a hiring freeze, reducing capital expenditures, and cutting discretionary spending by $5 million. Originally the change in where sales taxes are collected was expected to occur in the current 2021 fiscal year (ending Sept. 30, 2021); however, implementation has been delayed until October 2021(the start of fiscal 2021/2022). Nevertheless, the city continues to operate within budgeted assumptions without adding back expenditures that were cut. This is expected to produce a sizable surplus for fiscal 2021 that will provide additional financial flexibility as the city transitions toward less reliance on sales tax revenues. Coppell has received some federal stimulus Coronavirus Aid Relief and Economic Security Act funding to date although the amounts are not significant compared to the size of the city's budget. The most recent American Rescue Plan Act is expected to provide a more significant $9 million in funding for the city although officials are awaiting guidance on how the funds will be spent. For fiscal 2022, Coppell will likely operate with a budget very similar to the 2021 budget assuming the reduction in sales tax revenues and holding expenditures are relatively flat. Should the pressure on revenues be larger than expected, we believe the city's conservative budgeting, willingness to make midyear adjustments, and strong reserves will continue to support at least adequate budgetary performance. Very strong budgetary flexibility The city's budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2020 of 112% of operating expenditures, or $68.7 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. Coppell has historically maintained very strong reserve levels, which provide substantial flexibility above its formal reserve policy of 25%. In addition, we believe that officials will continue with their historically conservative budgeting practices. We believe current reserves are more than sufficient to help mitigate any budgetary pressure that arises from either revenues falling short or expenditures exceeding assumptions. Although not expected, should Coppell use a marginal amount of reserves to close a budgetary gap, we do not believe we will change our view of the city's very strong budgetary flexibility. Very strong liquidity In our opinion, Coppell's liquidity is very strong, with total government available cash at 2.Ox total governmental fund expenditures and 16.8x governmental debt service in 2020. In our view, the city has strong access to external liquidity WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 5 Summary: Coppell, Texas; General Obligation if necessary. Historically, the city has had what we consider very strong cash balances. We do not believe its cash position will deteriorate over the next two years. All investments comply with state guidelines, which we do not consider aggressive. Coppell is not exposed to contingent liabilities that, in our opinion, could cause material liquidity pressure. Its access to the market in 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. Weak debt and contingent liability profile In our view, Coppell's debt and contingent liability profile is weak. Total governmental fund debt service is 12.2% of total governmental fund expenditures, and net direct debt is 122.4% of total governmental fund revenue. Revenue -backed debt supported through the city's enterprise fund has been adjusted out for our direct debt -to -revenue calculations. Officials have additional debt plans of about $17.5 million for roads in 2022, which is in line with the city's CIP. Despite routine borrowing, current amortization schedules and anticipated growth should support a stable debt profile. 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 benefit (OPEB) contributions totaled 4.9% of total governmental fund expenditures in 2020. The city made its full required pension contribution in 2020. Pension and OPEB liabilities We do not view pension liabilities as an immediate credit risk for the city. Despite a somewhat extended amortization, the pension plan is well -funded. Coppell does not offer OPEB. We do not expect a material increase in pension contributions that could threaten Coppell's fiscal stability in the near term. Coppell currently participates in the following plans: • Texas Municipal Retirement System (TMRS), 90% funded ratio and a net pension liability of $17.6 million; and • OPEB liability of $2.0 million, with an 11% funded ratio. The city's required pension contribution is actuarially determined and calculated at the state level, based on an actuary study. Coppell implicitly subsidizes medical and hospitalization costs incurred by retirees and their dependents through the use of a single, blended premium rate. Recommendations for plan benefits are presented to city council for their approval during the annual budget process. The city's plan qualifies as a single -employer, defined -benefit plan administered through a trust. Coppell also provides OPEB in the form of group -term life insurance. Strong institutional framework The institutional framework score for Texas municipalities is strong. Related Research Through The ESG Lens 2.0: A Deeper Dive Into U.S. Public Finance Credit Factors, April 28, 2020 WWW.STANDARDANDPOORS.COM/RATINGSDIRECT APRIL 19, 2021 6 Coppell GO Long Term Rating Coppell GO Long Term Rating Coppell GO Long Term Rating Coppell GO (AMBAC) Unenhanced Rating Coppell GO (MBIA) (National) Unenhanced Rating Many issues are enhanced by bond insurance. Summary: Coppell, Texas; General Obligation AAA/Stable AAA/Stable AAA/Stable AAA(SPUR)/Stable AAA(SPUR)/Stable Affirmed Affirmed Affirmed Affirmed Affirmed 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. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. 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Parkway Boulevard Coppell, Texas 75019-9478 Status: Agenda Ready In Control: Police File Created: 04/21/2021 Final Action: Title: Consider approval of an Ordinance of the City of Coppell, Texas, Amending the Code of Ordinances by amending Chapter 9 "General Regulations", Article 9-1 "Animal Services", Section 9-1-1 "Definitions" of the Code of Ordinances to add the definitions of "Tether", "Tethering Device", and "Properly Fitted"; Amending the Code of Ordinances by amending Chapter 9 `General Regulations', Article 9-1 "Animal Services", Section 9-1-3 "Running At Large" of the Code of Ordinances by replacing it in its entirety and replacing with a new section 9-1-3 "Running At Large/Restraint"; and authorizing the Mayor to sign. Notes: Sponsors: Attachments: Tethering Ordinance Memo.pdf, Tethering Ordinance.pdf Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5650 Title Consider approval of an Ordinance of the City of Coppell, Texas, Amending the Code of Ordinances by amending Chapter 9 "General Regulations", Article 9-1 "Animal Services", Section 9-1-1 "Definitions" of the Code of Ordinances to add the definitions of "Tether", "Tethering Device", and "Properly Fitted"; Amending the Code of Ordinances by amending Chapter 9 `General Regulations', Article 9-1 "Animal Services", Section 9-1-3 "Running At Large" of the Code of Ordinances by replacing it in its entirety and replacing with a new section 9-1-3 "Running At Large/Restraint"; and authorizing the Mayor to sign. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 Master Continued (2021-5650) Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: Staff recommends approval. Strategic Pillar Icon: Sustainable Government City of Coppell, Texas Page 2 Printed on 4/23/2021 T 'H E - C 1 T Y 0 F Q-OPP'EL'L Fk 9 r MEMORANDUM To: Mayor and City Council From: Danny Barton, Chief of Police Date: April 27, 2021 Reference: Consider approval of an Ordinance of the City of Coppell, Texas, Amending the Code of Ordinances by amending Chapter 9 "General Regulations", Article 9-1 "Animal Services", Section 9-1-1 "Definitions" of the Code of Ordinances to add the definitions of "Tether", "Tethering Device", and "Properly Fitted"; Amending the Code of Ordinances by amending Chapter 9 `General Regulations', Article 9-1 "Animal Services", Section 9-1-3 "Running At Large" of the Code of Ordinances by replacing it in its entirety and replacing with a new section 9-1-3 "Running At Large/Restraint"; and authorizing the Mayor to sign. Introduction: Over the past few years, Coppell Animal Services has received calls from concerned citizens regarding the way some residents tether dogs on their private property. These same residents have expressed a desire to consider a Tethering Ordinance for the City of Coppell. Background: Staff has met and discussed a proposed animal tethering ordinance in previous work sessions. Numerous citizens voiced their concerns during the public comments at previous council meetings. The direction from council was to draft an ordinance much like the Dallas, Texas city ordinance related to tethered animals, specifically dogs. Council asked staff to proceed on an ordinance that requires the animal's owner to be present during any tethering. Additionally, a time frame was also suggested that would allow an animal to be tethered in the event an owner needed to tether the animal to complete a temporary task. This proposed amendment to City of Coppell Ordinance Chapter 9, Article 9-1, Section 9-1-3, Running at Large/Restraint. This amendment requires the animal's owner to be present if an animal is tethered and further restricts a temporary task exception to one hour within a 24-hour period. No animal may be tethered during extreme weather conditions. A copy of the proposed ordinance is attached as an exhibit. Legal: The proposed amendment to Chapter 9, Article 9-1 Section 9-1-3 was drafted by Bob Hager. Fiscal Impact: None. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER 9 "GENERAL REGULATIONS", ARTICLE 9-1 "ANIMAL SERVICES", SECTION 9-1-1 "DEFINITIONS" OF THE CODE OF ORDINANCES TO ADD THE DEFINITIONS OF "TETHER", "TETHERING DEVICE", AND "PROPERLY FITTED"; AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER 9 `GENERAL REGULATIONS', ARTICLE 9-1 "ANIMAL SERVICES", SECTION 9-1-3 "RUNNING AT LARGE" OF THE CODE OF ORDINANCES BY REPEALING IT IN ITS ENTIRETY AND REPLACING WITH A NEW SECTION 9-1-3 "RUNNING AT LARGE/RESTRAINT"; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That Chapter 9 "General Regulations", Article 9-1 "Animal Services", Section 9-1-1 "Definitions" of Code of Ordinances of the City of Coppell is amended by adding definitions for the terms "Tether", "Tethering Device", and "Properly Fitted" to read as follows: "CHAPTER 9 — GENERAL REGULATIONS ARTICLE 9-1. — ANIMAL SERVICES Sec. 9-1-1. Definitions. Properly Fitted shall mean, with respect to a collar or harness used for an animal, a collar or harness that: 1. does not impede the animal's normal breathing or swallowing; 2. is fabricated from non-metallic materials; 3. does not result in the pinching, pronging, or choking of the animal when pulled; and 1 TM 121334 4. is attached to the animal in a manner that does not allow for escape and does not cause injury to the animal. Tether shall mean restraining an animal or the act of chaining, tying, fastening, or otherwise securing an animal to a fixed point so that it can move or range only within certain limits. Tethering Device shall mean a cable, chain, cord, leash, rope, or other means of attaching an animal to a stationary object or trolly system. SECTION 2. That the Code of Ordinances of the City of Coppell be hereby amended by repealing Chapter 9 "General Regulations", Article 9-1 "Animal Services", Section 9-1-3 "Running at large" in its entirety and replacing with a new Section 9-1-3 "Running at large/Restraint" to read as follows: "CHAPTER 9 — GENERAL REGULATIONS ARTICLE 9-1. — ANIMAL SERVICES Sec. 9-1-1. ..... Sec. 9-1-3 Running at large/Restraint. A. It shall be unlawful for an owner of a dog or other animal without regard to mental state, to fail to keep the animal from running at large as defined in this article. B. It shall be unlawful for an owner or person to allow a dog or other animal to be tethered to a stationary object or trolly system unless: 1. The dog or other animal is tethered in a manner or by a method that prevents the dog or other animal from becoming entangled or injured; 2. The dog or other animal is tethered using a properly fitted harness or collar that is specifically designed for the dog or other animal; and 2 TM 121334 3. The tethering device is attached to the dog or other animal's harness or collar and not directly to the dog or other animal's neck or any other body part. 4. Such tethering complies with subsection C of this section. C. An owner shall not tether a dog or other animal by use of a tethering device: 1. While not attended by the owner or another person; 2. For more than one (1) consecutive hour in a twenty-four (24) hour period and no longer than is necessary for the owner or person to complete a temporary task that requires the dog or other animal to be tethered; or 3. During extreme weather conditions, including conditions in which: a. The actual or effective outdoor temperature is below thirty-two (32) degrees Fahrenheit; b. A heat advisory has been issued for the jurisdiction by the National Weather Service; or c. A tornado warning has been issued for the jurisdiction by the National Weather Service. SECTION 3. That all provisions of the Code of Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 4. That should any word, phrase, paragraph, section or phrase of this ordinance or of the Code of Ordinances, as amended hereby, be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Code of Ordinances as a whole. SECTION 5. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 6. That any person, firm or corporation violating any of the provisions or terms of this ordinance or of the Code of Ordinances, as amended hereby, shall be guilty of a misdemeanor and upon conviction in the Municipal Court of the City of Coppell, Texas, shall be subjected to a fine 3 100750PAIMI 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 7. That this ordinance shall take effect immediately from and after its passage and the publication of the caption, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, this the day of 2021. ATTEST: ASHLEY OWENS, CITY SECRETARY APPROVED AS TO FORM: ROBERT E. HAGER, CITY ATTORNEY KAREN SELBO HUNT, MAYOR 4 TM 121334 City of Coppell, Texas C',P FE L File ID: 2021-5642 Version: 1 File Name: Mayor & CC Reports Master File Number: 2021-5642 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Mayor and Council Reports In Control: City Council File Created: 04/19/2021 Final Action: Title: Report by the City Council on recent and upcoming events. Notes: Sponsors: Attachments: Contact: Drafter: Related Files: History of Legislative File Enactment Date: Enactment Number: Hearing Date: Effective Date: Ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5642 Title Report by the City Council on recent and upcoming events. Summary City of Coppell, Texas Page 1 Printed on 4/23/2021 City of Coppell, Texas C',P FE L File ID: 2021-5643 Version: 1 File Name: CC Committee Reports Master File Number: 2021-5643 Type: Agenda Item Reference: 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Status: Council Committee Reports In Control: City Council File Created: 04/19/2021 Final Action: Title: A. Report on Carrollton/Farmers Branch ISD/Lewisville ISD - Mayor Pro Tem Mark Hill and Councilmember Brianna Hinojosa-Smith B. Report on Coppell ISD - Councilmembers Brianna Hinojosa-Smith and Biju Mathew C. Report on Coppell Seniors - Councilmember Gary Roden Notes: Sponsors: Enactment Date: Attachments: Enactment Number: Contact: Hearing Date: Drafter: Effective Date: Related Files: History of Legislative File ver- Acting Body: Date: Action: Sent To: Due Date: Return Result: sion: Date: Text of Legislative File 2021-5643 Title A. Report on Carrollton/Farmers Branch ISD/Lewisville ISD - Mayor Pro Tem Mark Hill and Councilmember Brianna Hinojosa-Smith B. Report on Coppell ISD - Councilmembers Brianna Hinojosa-Smith and Biju Mathew C. Report on Coppell Seniors - Councilmember Gary Roden Summary City of Coppell, Texas Page 1 Printed on 4/23/2021