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6
MEMORANDUM
To: Mayor andCity Council
From:KimTiehen,Director of Strategic Financial Engagement
Date: June 9, 2026
Reference: Bond Refunding Discussion
The purpose of this agenda item is to:
1. Provide Council with background and an update regarding the bond refunding passed on
April 28 using the Parameter Sale Method.
2. Share parameter information regarding the refunding of CRDC Revenue Bonds that will go
to the CRDC board on July 20 and then to Council on July 28.
7
MEMORANDUM
To: Mayor and City Council
From:
Calie Willis, Chief of Strategic Relationships
Date:June 9, 2026
Reference: Special District Discussion and Direction
2040: Create Economic Vitality Through Strategic Investments
The purpose of this agenda item is to receive Council discussion and direction regarding key policy
considerations associated with a proposed Old Town special district framework and potential
enabling legislation.
At the May 26, 2026 work session, Council received an informational overview of three
foundational policy considerations associated with a potential district framework: governance
structure and board composition, district naming convention, and geographic boundaries. This
agenda item is intended to continue that discussion and receive Council direction regarding those
items to inform future legislative drafting and stakeholder discussions.
Discussion items include:
Direction regarding district boundaries and geographic limits within Old Town, including
future growth considerations
Direction regarding district naming convention and district identity
Direction regarding board composition, governance structure, and board term considerations
Staff have been working with the City Attorney’s Office regarding a potential special district
structure intended to support economic activity, destination development, and long-term vitality
within Old Town through a geographically limited statutory framework.
Council direction received through this discussion will inform continued work with the City
Attorney’s Office and legislative consultants regarding future legislative drafting associated with
the proposed district framework.
1
8
MEMORANDUM
To: Mayor and City Council
From:
Sheri Belmont, Assistant Director of Community Experiences
Jessica Carpenter, Director of Community Experiences
Date: June 9, 2026
Reference:Follow Up Discussion and Directionfor Coppell Arts CenterOperations and Cost
Recovery
2040: Sustainable Government
Introduction:
The purpose of this agenda item is to provide City Council with a follow-up discussion regarding the
Coppell Arts Center’s future operations and cost recovery goal, building upon the data and feedback
from the February 24, 2026, City Council meeting.
Background:
th
During the February 24update, staff presented financial and operational data from Fiscal Year 2025
(FY25). The data indicated that the Arts Center’s revenue stood at 32%, representing a 1% increase
from Fiscal Year 2023 (FY23).
A detailed breakdown of the FY25 revenue mix included:
61% from Third-Party Rentals: The largest driver of earned revenue.
37% from Ticket Sales: Derived from all presented programming.
2% from Other Fees: Consisting of Playbill program advertising sales and above-basic services
invoices issued to Local Resident Arts Companies.
0% from Facilities Fees: This fee was eliminated in 2024; however, it remains an industry-
standard practice across similar municipal and private venues.
While staff-led initiatives have successfully optimized day-to-day operational efficiencies, the Arts
Center has reached a structural ceiling. Further revenue growth cannot be achieved under the current
policy frameworks.
9
Council Direction & Next Steps
During the last update, City Council and the community expressed strong satisfaction with the high
quality of the Arts Center’s operations. While a specific cost recovery percentage goal was not
established, Council provided clear direction on how to balance community value with fiscal
responsibility moving forward:
Continue presenting the high caliber shows and performances the community expects.
Optimize private rental opportunities to increase earned income.
Ensure private rental growth occurs within defined guardrails that prioritize and actively
support our Local Resident Arts Companies (Rescos) toward a sustainable future.
To balance meaningful revenue growth with continued support for our Rescos, policy adjustments
must be considered. At this time, City Council discussion and direction is necessary to define the
Center’s programming priorities, community impact, and long-term financial sustainability
(specifically a cost recovery policy framework).
Benefit to the Community:
Ensures business continuity and long-term sustainability of the Coppell Arts Center while maintaining
access to arts programming for the community.
Legal Review:
Legal review is not required for this agenda item.
Fiscal Impact:
N/A
Recommendation:
N/A
:
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21
PROCLAMATION
WHEREAS,learning to drive is a major milestone for individuals of all ages,
and research shows that newly licensed drivers are at a significantly higher
risk of crashes during their first months on the road; and
WHEREAS, motor vehicle crashes remain a leading cause of injury and death,
particularly among young drivers, while inexperience, distraction, and lack of
training affect new drivers of all ages; and
WHEREAS, distracted driving, speeding, and impaired driving continue to be
leading causes of crashes, and education and early safe-driving habits can
greatly reduce these risks for all new drivers.
NOW, THEREFORE, I, Wes Mays, Mayor of the City of Coppell, do hereby
proclaim August 23-29, 2026, as
"NEW DRIVER SAFETY WEEK"
in Coppell, TX, and encourage all residents to support and promote safe
driving habits among new drivers of all ages, helping to create safer
roadways for everyone.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of
Coppell to be affixed this 9th day of June 2026.
____________________
Wes Mays, Mayor
ATTEST:
_________________________
Lauren Thoden, City Secretary
22
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PROCLAMATION
WHEREAS, parks and recreation programs are an integral part of communities throughout this country,
including Coppell; and
WHEREAS, parks and recreation promotes health and wellness, encourages physical activities by
providing space for popular sports, hiking trails, swimming pools and many other activities designed
to promote active lifestyles; and
WHEREAS, our parks and recreation are vitally important to establishing and maintaining the quality of
life in our communities, ensuring the health of all citizens, and contributing to the economic and
environmental well-being of a community and region; and
WHER
EAS, parks and recreation programs increase a community’s economic prosperity through
increased property values, expansion of the local tax base, the attraction and retention of businesses,
and crime reduction; and
WHEREAS, our parks and naturalareas are fundamental to the environmental well-being of our
community and provide a place for peopleto connect with nature and recreate outdoors; and
WHEREAS, the U.S. House of Representatives has designated July as Park and Recreation Month.
NOW, THEREFORE, I, Wes Mays, Mayor of the City of Coppell, do hereby proclaim the month of July as
"Park and Recreation Month”
in the City of Coppell, and I encourage all citizens to celebrate by getting active outdoors,connecting
with nature,visiting one of Coppell’s many parks or recreationfacilities, and creatingmemories with
family and friends.
I
N WITNESS THEREOF, I have set my hand and caused the seal of the City of Coppell to be affixed this
9th day of June 2026.
________________________________
Wes Mays, Mayor
ATTEST:
______________________________
24
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PROCLAMATION
WHEREAS,the City of Coppell proudly recognizesAinsley Bramer, a Coppell resident and
outstanding student-athlete at Coppell High School, whose exceptional dedication, discipline,
and achievement led to her capturing the gold medal in the shot put event at the University
Interscholastic League Track and Field State Championships on May 16, 2026; and
WHEREAS, Ainsley recorded a championship throw of 45 feet and 0.75 inches on the fifth of her
six attempts, surpassing the silver medal performance by 7.25 inches and demonstrating
extraordinary skill, dedication, and competitive excellence; and
WHEREAS, Ainsley, who signed with the University of Texas in November, previously earned a
fourth-place finish at the 2025 state championships, and her 2026 state title marks the first gold
medal earned by a Coppell athlete at the University Interscholastic LeagueTrack and Field State
Championships since 2023; and
WHEREAS, through her hard work, perseverance, sportsmanship, and commitment to
excellence, Ainsley Bramer has brought great pride, honor, and recognition to Coppell High
School and the City of Coppell, while serving as an inspiration to students, athletes, and residents
throughout the community.
NOW, THEREFORE, I, Wes Mays, Mayor of the City of Coppell, do hereby proclaim Saturday, May
16, 2026, as
"Ainsley Bramer Day"
in the City of Coppell, Texas, and encourage all citizens to join the Mayor and City Council in
congratulating Ainsley Bramer on her outstanding achievement and wishing her continued
success in all future endeavors.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of Coppell to be
affixed this 9th day of June, 2026.
________________________
Wes Mays, Mayor
ATTEST:
____________________________
Lauren Thoden, City Secretary
26
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34
MEMORANDUM
To: Mayor and City Council
From:
Mike Land, City Manager
Date:June9, 2026
Reference: Resolution of Support for Mayor Mays’s 2026-2027 TML President-Elect candidacy
2040: Sustainable Government
Introduction:
This resolution is presented for Council consideration to support Mayor Mays’s Texas Municipal
League candidacy for the position of President-Elect for FY 2026-2027.
Background:
Mayor Mays has served on the TML Regional Board of Directorsfor Region 13. During his service,
Mayor Mays has been recognized for his leadership in promoting the needs of elected officials from
the Region and the Statewide purposes of TML.
During each annual TML conference, the TML Nominating Committee will select an individual to
serve as President-Elect, in this case, for the 2026-2027 term. As part of that process, the city from
which the elected official is running is requested to submit a Resolution of the City Council in
support of the candidate’s efforts.
Recommendation:
Staff recommends approval of the Resolution of support for Mayor Mays’s 2026-2027 TML
President Elect candidacy.
1
35
RESOLUTION NO. ______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, SUPPORTING THE CANDIDACY OF MAYOR KAREN HUNT
FOR THE POSITION OF PRESIDENT-ELECT OF THE TEXAS
MUNICIPAL LEAGUE.
WHEREAS, Mayor Wes Mays has served on the TML Regional Board of Directors as
Region 13 Director; and
WHEREAS, as a representative he has functioned as a trusted and vital communications
link between the region and the TML Board and staff, and has proven his dedication to public
service; and
WHEREAS, in his capacity as Mayor and Region 13 Director he has exhibited
unparalleled leadership to promote Regional and Statewide purposes of the Texas Municipal and
its Mission; and,
WHEREAS, at its annual conference in October, the Texas Municipal League
Nominating Committee will select an individual to fill the role of President-Elect for the
2026/2027 term; and
NOW, THEREFORE, BE IT HEREBY RESOLVED BY THE CITY COUNCIL OF
THE CITY OF COPPELL THAT:
SECTION 1. City Council supports the nomination and candidacy of Mayor Wes Mays
for the position of President-Elect of the Texas Municipal League.
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the 9th day of June, 2026.
APPROVED:
_____________________________
Wes Mays, Mayor
ATTEST:
_________________________
Lauren Thoden, City Secretary
APPROVED AS TO FORM:
_________________________________
Robert E. Hager, City Attorney
36
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38
MEMORANDUM
To: Mayor and City Council
From: Ryan Arthur, Fire Chief
Date: June 9, 2026
Reference: Consider approval of a contract with Emergicon, LLC, for Ambulance Debt
Collections Servicesunder an Interlocal Agreement with the City of Euless,as
budgeted annually, and authorizing the City Manager to sign all necessary documents.
2040: Sustainable Government
Introduction:
The proposed contract is presented for Council consideration and approval to allow the City to
continue services with Emergicon through an interlocal cooperative agreement with the City of
Euless, which competitively procured these services. Emergicon has provided ambulance billing
services to the City of Coppell for over fifteen (15) years with consistent performance and no
identified service issues.
Background:
The City of Coppell utilizes a third-party service provider for ambulance billing and collection
services associated with transports provided by the Fire Department. The City averages
approximately 2,400 EMS transports annually. Emergicon is the current provider, and the existing
agreement is nearing the end of its final renewal term.
The proposed agreement continues this established relationship while incorporating updated
contractual and compliance standards. The following services/benefits of continuing with
Emergicon include:
Long-standing relationship with proven performance and reliability
Continued high level of customer service and operational familiarity
Updated agreement structure utilizing an interlocal cooperative procurement process
Inclusion of a Business Associate Agreement to ensure compliance with HIPAA and data
privacy requirements
Demonstrated experience with Medicare, Medicaid, and commercial insurance billing
processes
1
39
The City of Euless conducted a competitive procurement process under Request for Proposals
(RFP) 003-25 for emergency medical service billing and collections. Emergicon, LLC was selected
through that process and awarded a contract for these services. The proposed agreement with
Emergicon utilizes an interlocal purchasing method authorized under Texas Government Code
Chapter 791, allowing the City of Coppell to leverage the Euless competitively procured contract
while maintaining locally negotiated terms. This cooperative approach is commonly used by
municipalities to efficiently secure specialized EMS billing services while maintaining compliance
with procurement requirements.
Benefit to the Community:
Approval of this agreement provides several key benefits to the community:
Continuity of Service: Maintains a proven, long-term partnership with a vendor familiar
with Coppell’s operations, reducing transition risk and ensuring uninterrupted billing and
revenue cycle services.
Cost Efficiency: The negotiated rate of 7% of collections is more favorable than the rate
obtained through the Euless competitive process, providing direct financial benefit to the
City.
Proven Expertise: Emergicon brings extensive experience in EMS billing, including
Medicare, Medicaid, and commercial insurance requirements, helping maximize appropriate
reimbursement.
Regulatory Compliance: The agreement includes updated HIPAA provisions and privacy
protections to safeguard patient information and support compliance with federal and state
regulations.
Operational Efficiency: Leveraging the Euless procurement process reduces administrative
burden and accelerates contract execution while still securing competitive pricing and
service levels.
Customer Service Quality: Continued use of a Texas-based provider with a strong track
record of responsiveness and support for both staff and patients.
Legal Review:
The agenda item was reviewed by the City Attorney.
Fiscal Impact:
Funds for the collection percentage fees have been budgeted in the Fire Department Collection Fees
account (10104100-6476). The annualized five-year average of ambulance billing receipts is
approximately $933,434, with associated collection fees averaging $82,859 (approximately 8.87%).
The current fiscal year-to-date fee rate is approximately 8.04%. The proposed agreement establishes
a collection fee of 7%, which is expected to maintain or reduce overall costs while continuing to
support effective revenue collection services.
Recommendation:
The Fire Department recommends approval of this item.
2
3:
Business Associate Agreement Between
City of Coppell
and Emergicon, LLC
This Business Associate Agreement (“Agreement”) between Department and Emergicon, LLC is
executed to ensure that Emergicon, LLC will appropriately safeguard protected health information
(“PHI”) that is created, received, maintained, or transmitted on behalf of Department in
the Health Insurance Portability and Accountability Act of 1996, Subtitle F – Administrative
Simplification, Sections 261, et seq., as amended (“HIPAA”
February 17,
Subtitle D – Privacy, Sections 13400, et seq., the Health Information Technology and Clinical
Health Act, as amended (the “HITECH Act”).
A. General Provisions
1. Meaning of Terms. The terms used in this Agreement shall have the same meaning
as those terms defined in HIPAA.
2. Regulatory References. Any reference in this Agreement to a regulatory section
means the section currently in effect or as amended.
3. Interpretation. Any ambiguity in this Agreement shall be interpreted to permit
compliance with HIPAA.
B.Obligations of Business Associate
Emergicon, LLC, agrees that it will:
1. Not use or further disclose PHI other than as permitted or required by this
Agreement or as required by law;
2. Use appropriate safeguardsand comply, where applicable, with the HIPAA
Security with respect to electronic protected health information (“”) and
implementappropriate physical, technical and administrative safeguards toprevent
use or disclosure of PHI other than as provided for by this Agreement;
3. Department any use or disclosure of PHI not provided for by this
Agreement of which it becomes aware, including any security incident (as defined
shall be reported to Department without
unreasonable delay but in no case later than 60 days after discovery of the breach;
4.
subcontractors that create, receive, maintain, or transmit PHI on behalf of
Emergicon, LLC agree to the same restrictions, conditions, and requirements that
apply to Emergicon, LLC with respect to such information;
91003566.2
41
5. Department and to an individual
who has a right of access in a manner that satisfies Department’s obligations to
request;
6.
DepartmentDepartment’s obligations
7.
disclosures to Department or an individual who has a right to an accounting within
60 days and as necessary to satisfy Department’
To the extent that Emergicon, LLC is to carry out any of Department’s obligations
Department when it carries out that
obligation;
9.
PHI received from, or created or received by Emergicon, LLC on behalf of
Department, available to the Secretary of the of Health and Human Services for
purposes of determining Emergicon, LLC and Department’s compliance with
HIPAA and the HITECH Act;
10. Department notifies Emergicon, LLC of any
restriction on the use or disclosure of PHI that Department has agreed to or is
11. If Department et seq.),
Emergicon, LLC agrees to assist Department
with the policies and procedures of Department’s Identity Theft Prevention
Program; (c) ensuring that any agent or third party who performs services on its
behalf in connection with covered accounts of Department agrees to implement
reasonable policies and procedures designed to detect, prevent, and mitigate the
Department
mitigate any potential harm that may have occurred, and provide a report to
Department of any threat of identity theft as a result of the incident.
C. Permitted Uses and Disclosures by Business Associate
The specific uses and disclosures of PHI that may be made by Emergicon, LLC on behalf
of Department include:
2
91003566.2
42
1. The preparation of invoices to patients, carriers, insurers and others responsible for
payment or reimbursement of the services provided by Department to its patients;
2. Preparation of reminder notices and documents pertaining to collections of overdue
accounts;
3. The submission of supporting documentation to carriers, insurers and other payers
to substantiate the healthcare services provided by Department to its patients or to
appeal denials of payment for the same; and
4. Other uses or disclosures of PHI as permitted by HIPAA necessary to perform the
services that Emergicon, LLC has been engaged to perform on behalf of
Department.
D. Termination
1. Department may terminate this Agreement if Department determines that
Emergicon, LLC has violated a material term of the Agreement.
2. I
constitutes a material breach or violation of the other party’s obligations under this
violation, as applicable, and, if such steps are unsuccessful, terminate the
Agreement if feasible.
3. Upon termination of this Agreement for any reason, Emergicon, LLC shall return
to Department or destroy all PHI received from Department, or created, maintained,
or received by Emergicon, LLC on behalf of Department that Emergicon, LLC still
maintains in any form. Emergicon, LLC shall retain no copies of the PHI. If return
or destruction is infeasible, the protections of this Agreement will extend to such
PHI.
Agreed to this _____ day of _____, 2026
Emergicon, L.L.C. City of Coppell, Texas
Signature:Signature:
3
91003566.2
43
AGREEMENT FOR SPECIALIZED PROFESSIONAL AMBULANCE BILLING SERVICES
This Agreement for Specialized Professional Ambulance Billing Services (this
is entered into this _________ day of _____________________, 2026, by and
between Emergicon, LLC, a Texas limited liability corporation, and City of Coppell, a Texas
municipality,
RECITALS
WHEREAS, Texas Government Code, Chapter 791, authorizes the formulation of
interlocal agreements between and among local governments; and
WHEREAS, Emergicon has a contract with City of Euless awarded under Request for
Proposals RFP 003-25 Fire Emergency Medical Service Billing and Collections.
WHEREAS, Client provides emergency and/or non-emergency ambulance services for
which it is eligible for payment or reimbursement by patients, insurance carriers, governmental
agencies, employers and others;
WHEREAS, Emergicon is engaged in the business of providing third-party billing and
accounts receivable management specialized professional services for ambulance and emergency
medical service organizations;
WHEREAS, Client desires to utilize Emergicon for billing and claims management
services for its organization; and
WHEREAS, Emergicon is willing to provide such specialized professional services upon
the terms and conditions provided in this Agreement;
THEREFORE, in consideration of the mutual promises contained in this Agreement, and
other good and valuable consideration, the sufficiency of which is acknowledged, the parties,
intending to be legally bound, agree as follows:
1. Appointment. Client hereby engages Emergicon to perform the Specialized
Professional Services set described in Paragraph 2 of this Agreement and Emergicon accepts such
appointment and agrees to provide Specialized Professional Services in accordance with the terms
of this Agreement. Client agrees that this appointment is exclusive and that Client will not enter
into any contract, agreement, arrangement or understanding with any other person or entity, the
purpose of which is to provide for the same or substantially similar specialized professional
services during the term of the Agreement, nor will Client bill for any transport without first giving
notice to Emergicon of its intent to do so. For purposes of the appointment, the recitals set forth
above are incorporated by reference and made a part of this Agreement as if set forth in their
entirety.
2. Specialized Professional Services. Emergicon agrees to perform the following
1
91003561.2
44
a. Provide Client with instructions for the submission of Required
Documentation to Emergicon
consist of prehospital patient ),
medical necessity certification statements (PCSs or CMNs) (required for non-emergency
transports), patient authorization signatures
formss, Advance Beneficiary Notices of Non-coverage (ABNs) and other
documentation necessary for Emergicon to perform the Specialized Professional Services under
this Agreement. All Required Documentation must be signed in accordance with applicable laws,
regulations and payer guidelines.
b. Review the Required Documentation, based on the information supplied by
Client, for completeness and eligibility for submission to request reimbursement and to verify
compliance under applicable laws, regulations or payer rules, based upon Emergicon
understanding of said laws, regulations or payer rules applicable to the date the ambulance services
were rendered. If any Required Documentation is missing, Emergicon will request necessary
documentation from Client.
c. Promptly prepare and submit claims deemed complete and eligible for
reimbursement by Emergicon in conformance with this Agreement for electronic or paper
submission to the appropriate party or payer based on the information supplied by Client. In the
event that Emergicon deems the Required Documentation to be incomplete or inconsistent,
Emergicon will notify Client that additional information may be required to process the claim, and
Emergicon will return any or all of the Required Documentation to Client that Emergicon
determines may be incomplete or inaccurate and will not be responsible to submit any claims with
insufficient documentation. Emergicon will make a decision regarding the appropriate coding and
payer for submission of the claim based on the information supplied by Client. Client understands
and acknowledges that not all accounts will satisfy the eligibility requirements of all payers, and
that it might not be possible to obtain reimbursement in all cases. Emergicon makes no
representation or warranty that all claims are payable or will be paid, and Client agrees to abide by
Emergiconwith regard to proper coding and payer based on the information provided
to Emergicon by Client.
d. insurers and
others.
e. Unless otherwise directed by Client, make reasonable efforts for the
collection of co-payments, deductibles or other patient balances, to include the preparation of
invoices and a maximum of three contact attempts to patients, supplemental insurers or other
financially responsible parties at industry-appropriate intervals.
f. Perform follow-up for a commercially reasonable period of time following
the initial billing date on all open accounts. After this follow-up period, Emergicon will either
return the accounts to Client or forward the accounts
Client and/or its designated collection agency shall bear all costs and liabilities of collections
activities and collection agency charges.
g. Provide monthly reports to Client, which include, at a minimum, cash
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received, accounts receivable and balance summary. Emergicon shall furnish those reports to
Client.
h. Notify Client of any overpayments and/or credit balances of which
Emergicon becomes aware that must be refunded by Client. Client bears sole responsibility for
the refund of any overpayments or credit balances to Medicare, Medicaid, patients, or other payers
or insurers, and agrees to make such refunds when and within the time frames required by law.
Emergicon may, at its option, assist Client in processing such refunds, but all refunds are to be
Emergicon has no responsibility to make such refunds unless
and until Client transfers such funds to Emergicon for this purpose. Emergicon shall not advance
funds on behalf of Client for this purpose. Client acknowledges that federal law requires that any
overpayments made by Medicare or any other federal health care program be refunded within 60
days of the identification of any such overpayments.
i. If Client desires that its patients be able to pay their accounts utilizing credit
cards, e
to pay via any major credit card. Emergicon shall in its sole discretion determine which credit
cards it will accept. Any credit card processing fee shall be the responsibility of Client, unless
offset by a fee to the patient.
j. Assist Client in preparing, filing and updating the information on its
Medicare, Medicaid or other insurer provider enrollment forms, as well as responding to required
ity to ensure
that its Medicare, Medicaid or other insurer provider enrollment forms are submitted and updated
in accordance with federal and state law, regulations and policies, and that they do so in a timely
manner. If Medicaid provider has lapsed prior to the effective date
of this Agreement, Emergicon shall re-enroll Client for an additional fee as described in paragraph
10(e).
3. Specifically Excluded Duties of Emergicon. Notwithstanding any provisions of
this Agreement to the contrary, Emergicon shall not be responsible to:
a. Initiate or pursue litigation for the collection of past due accounts.
b. -ambulance medical transportation services,
including but not limited to mobile integrated health programs, paratransit services, wheelchair
van, invalid coach services, litter vans and stretcher cars, unless specific arrangements are made
otherwise.
c. Negotiate any checks made payable to Client, though Emergicon may
receive funds as an agent of Client for transmittal to Client where permitted by Client;
d. Accept reassignment of any benefits payable to Client;
e. Provide legal advice or legal services to Client, any of Client's patients or
payers, or anyone acting on Client's behalf;
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f.Obtain any prior authorizations on behalf of Client, or obtain a Physician
Certification Statement or other Certificate of Medical Necessity on behalf of Client.
4.Responsibilities of Client. Client agrees to do the following, at its sole cost and
expense:
a.Provide Emergicon with all Required Documentation, as set forth in
Paragraph 2(a), above, as well as the following data: Patient Name, Address, and contact phone
number, Date of Birth, Date of Service, Patient Medical Condition, basis for ALS dispatch, Reason
for Transport, Services Rendered (including assessments, interventions and other care), Origin and
Destination with accompanying Zip Code, Transport Destination with accompanying Zip Code,
Odometer Reading/Loaded Mileage (to the nearest tenth of a mile), and all relevant insurer or
Insurance/Medicare/Medicaid Number, and all other relevant information and ensure that this data
and the information contained on the Required Documentation is complete and accurate.
Emergicon reserves the right to modify any Required Documentation or data at any time in
accordance with new or revised payer requirements and will provide a copy of any such revisions
to Client in writing. Client acknowledges that Emergicon must rely upon the accuracy and
completeness of the forms, signatures and other documentation provided to it by Client to allow
Emergicon to perform the Specialized Professional Services specified in this Agreement.
Emergicon is not able to verify the accuracy or completeness of the Required Documentation
provided by Client. By forwarding any such documentation to Emergicon, Client expressly
represents and warrants that any such documentation is complete and accurate, and that Emergicon
may rely upon the completeness and accuracy of any such documentation in performing its
Services under this Agreement. Client bears sole responsibility for the claim submissions made
by Emergicon on its behalf based upon the aforementioned documentation submitted to Emergicon
by Client, and, notwithstanding any other term or provision of this Agreement, Client will, to the
extent allowed by law, this provision of this section shall not be construed to create an
indemnification under state law reimburse Emergicon, for any losses arising from billing or claim
submission decisions made by Emergicon based on documentation submitted to Emergicon by
Client if such documentation is later determined to be incomplete or inaccurate.
b.Maintain its qualifications to provide ambulance services, including any
required local, state and/or federal licenses, permits, certificates or enrollments (collectively,
, and to remain in good standing with Medicare, Medicaid and all other state and
federal health care programs. Client shall provide copies of all current Licenses, including
renewals, to Emergicon. Client shall be responsible to maintain a National Provider Identifier
(NPI) number and to update the information associated with its NPI. Client expressly represents
and warrants that it will not forward accounts for processing by Emergicon if the account is
ineligible for payment or reimbursement, or if Client is ineligible for payment by any payers or
insurers as a result of its licensure status, exclusion or other sanction with such payer or insurer,
or other legal impediment, and that it will promptly notify Emergicon of any suspension or
revocation of any required license, permit, certification or enrollment, or exclusion from any state
or federal health care program or any change in ownership or management of Client. Failure of
Client to give the notice required by this section may result in Client having to refund paid claims;
Client agrees and understands that any such refund will be the sole responsibility of Client and that
any fee due from Client to Emergicon for the billing of such claims will remain due and payable
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c. Provide Emergicon with a copy of all required Licenses, permits,
certificates and enrollments as referenced in Paragraph 4(b), and forward updates of these
documents to Emergicon as they are renewed.
d. Provide Emergicon with odometer readings or other documentation of
mileage accepted by the payer on all calls reflecting loaded mileage (from the point of patient
pickup to the destination) recorded in tenths of a mile as required by Medicare guidelines.
e. In accordance with appropriate payer guidelines, obtain the signature of the
patient or other authorized representative of the patient or otherwise meet the ambulance signature
requirements set forth at 42 C.F.R. § 424.36 on each call and forward to Emergicon as part of the
Required Documentation.
f. In the event that Client operates a subscription, membership, or resident
write-off program, Client represents and warrants that its program is actuarially sound in
accordance with the guidance of the Office of Inspector General (OIG) and operated in accordance
with any applicable state laws, regulations or guidelines. Emergicon will bill in accordance with
the terms of such program, provided that Client furnishes those terms to Emergicon in writing.
Client is responsible to inform Emergicon of its patients who are members or subscribers of
Agreement, Client agrees to reimburse Emergicon, to the extent allowed by law, for any losses
or membership program is not actuarially sound as set forth in applicable OIG guidance or is not
permissible under State law, regulation or policy.
g. If Client is a party to any ALS-BLS joint billing or bundle billing
agreement, Client shall be responsible to provide Emergicon with a copy of such agreement. Client
also agrees to submit a PCR from the other party to the joint billing agreement along with the
Required Documentation.
h. Obtain a completed and valid PCS or CMN form on all trips where required
by law and provide copies of all PCS or CMN forms to Emergicon as part of the Required
Documentation.
i. Provide Emergicon with a copy of all Client rate schedules, contracts or
j. Notify Emergicon of any or all changes in billing charges for service or
ten (10) days after the Client
approval date of said changes.
k. Report all payments made directly to Client within twenty-four (24) hours
f same, excluding Saturday, Sunday, and official government holidays.
l. Cooperate reasonably with Emergicon so as to enable Emergicon to meet
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its obligations under this Agreement
Emergicon to fulfill any obligations it may have under this Agreement, Client shall not
unreasonably withhold, condition or delay its approval.
m. In writing, notify Emergicon of any customized needs (reporting,
scheduling, support for Texas Ambulance Supplemental Payment Program (TASPP), etc.). Client
understands that the processing of customized needs may entail additional charges to Client by
Emergicon.
n. Designate a contact person or position, or official designee, authorized to
represent the business interests on behalf of Client, who can promptly respond to any questions
raised by Emergicon, or who can execute required forms and other documents necessary to the
provision of Services by Emergicon under this Agreement.
o. Agree to permit Emergicon to provide training to Client personnel in the
event that Emergicon deems such training to be necessary and/or desirable at a cost to be mutually
agreed upon by the parties and paid by Client.
p. Provide electronic transfer of PCR data in an acceptable NEMSIS format to
Emergicon. Client agrees to bear all cost of the development and implementation of the electronic
mutually agreed upon by the parties and in conjunction with Emergicon
information technology personnel, representatives, or contractors.
q. To the extent allowed by law, Client will defend and hold harmless
Emergicon and each of its officers, directors, employees, attorneys, and agents, to the extent
allowed by applicable law, from and against any and all costs, claims, losses, damages, liabilities,
expenses, judgments, penalties, fines and causes of action which arise or result from:
i. Any negligent acts or omissions resulting in claims or liabilities due to
an incurable breach or violation of covenant, obligation, or agreement of
Client set forth in this Agreement and any incurable breach or inaccuracy
of any of the representations or warranties made by Client in this
Agreement or in performing its responsibilities under this Agreement.
ii. Both parties agree that defense of breach or violation of the Agreement
by Client under this Section 4(q)
incurrence of a debt in violation of Article XI Section 7 A. of the Texas
Constitution and defined by the Supreme Court in Tex. & New Orleans
R.R. Co. v. Galveston County, 169 S.W.2d 713, 715 (Tex. 1943).
5. Record Ownership and Access.
a. Client understands that all documentation provided to Emergicon by Client,
whether in paper and/or electronic form, is for the sole and express purpose of permitting
Emergicon to provide Specialized Professional
responsibility to maintain all of its documents and business records, including copies of any
documents or records provided to Emergicon -. Emergicon does not
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.
b. As a convenience to Client, Emergicon will, during the term of this
Agreement, produce patient care reports in response to routine attorney requests (with appropriate
patient authorization) for such documentation, if those records are in Emergicon
the time it receives such attorney request. For subpoenas, as well as any requests beyond those
deemed by Emergicon to be routine attorney requests, Emergicon may forward such requests to
Client for disposition. Emergicon may set a reasonable fee for such service and collect said fee
for the services set forth in this paragraph. Any such fee will be the obligation of the patient or
the party requesting on their behalf, and Client will not be responsible for any failure of a patient
or party to pay said fee.
c. During the term of this Agreement, Emergicon
request, provide to Client, in electronic format and within 14 days of receipt of such written
request, copies of any Client-Provided Records furnished to Emergicon by Client, and to any
Claim Adjudication Documents generated by and received from insurers or payers in response to
claims submitted by Emergicon .
of the documents generated secondary to claim submission in the normal course of claim
processing by payers and insurers, including Explanation of Benefits (EOB) documents,
Remittance Advice (RA) documents, Medicare Summary Notice (MSN) documents, denials, and
other documents of a similar type or nature.
d. Any documents, data, records, or information compiled in the course of
EmergiconSpecialized Professional Services under this Agreement, other than
those Client-Provided Records and Claim Adjudication Documents defined in Paragraphs 5(a) and
(c) above, shall be the sole and exclusive property of Emergicon and shall be considered the
business and/or proprietary records of Emergicon. Emergicon shall have no obligation to furnish
any such business or proprietary records of Emergicon to Client, and Client shall have a right of
access only to the Client-Provided Records and Claim Adjudication Documents as defined in
Paragraphs 5(a) and (c), above.
e. If Client or a third party requests any documents or records to which Client
or the third party has a right of access under Paragraphs 5(a) and (c) of this Agreement, and such
documents cannot be provided to Client or the third party in electronic form, Emergicon may
charge Client the per-copy amount for medical records permitted under the Texas Medical Board
rules
f. Should this Agreement be terminated for any reason, all documents and
records to which Client has a right of access under Paragraphs 5(a) and (c) of this Agreement shall
be maintained in electronic format at a site convenient to Emergicon for a reasonable amount of
time for follow-up of all open claims, but in any event not to exceed ninety (90) days following
the effective date of termination of this Agreement. Electronic or paper copies, as per Paragraph
5(e) hereof, of the records to which Client has a right of access under Paragraphs 5(a) and (c) will
be made available to Client in a format acceptable to Emergicon
provided that Client makes such request within thirty (30) days
following termination of the Agreement, and provided that Client has no outstanding invoices due
to Emergicon at the time of the request. Emergicon shall have absolutely no responsibility
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4:
whatsoever after termination of this Agreement to provide any monthly reports or other such
Emergicon-generated reports to Client.
g. Upon termination of this Agreement, Client is responsible to notify all
payers, patients, and other correspondents of its new address, phone and/or fax numbers for billing
or payment purposes. Notwithstanding any other provisions of this Agreement to the contrary,
Emergicon will not be responsible for mail, deliveries, faxes, messages or other communications
Emergicon after a 90-day close-out period following the effective
termination date of this Agreement, and Emergicon shall have no duty to accept, maintain, copy,
deliver or forward any such communications to Client following termination and close-out of this
Agreement.
h. Costs for copies of documents required and/or requested by Client beyond
the requirement of the normal daily claim handling requirements will be invoiced to Client by
Emergicon at a per copy price per the Texas Medical Board rules at the time of the request.
6. Client Accounting and Auditing Requirements. If Client requires Emergicon
Emergicon will charge Client for said
audit support services at its customary rates, to be established by Emergicon from time to time.
Upon written request of Client for same, Emergicon shall furnish said rates to Client in writing
prior to undertaking any work pursuant to this Paragraph.
7. Term and Termination.
a. This Agreement is for an initial term of one year, and will automatically
renew for successive like terms unless terminated hereunder.
b. This Agreement may be terminated with or without cause, by either party,
upon written notice to the other party with thirty (30) and a 90 day close-out period
to follow.
c. This Agreement may be terminated by Emergicon immediately upon
written notice to Client for any of the following reasons:
i. If Client makes an assignment indicating Client financial insecurity for
the benefit of creditors, files a voluntary or involuntary petition in
bankruptcy, is adjudicated insolvent or bankrupt, petitions or applies to
any tribunal for the appointment of any receiver of any trustee over its
assets or properties, commences any proceeding under any
reorganization, arrangement, readjustment of debt or similar law or
statute of any jurisdiction, whether now or hereafter in effect, or if there
is commenced against the other party any such proceeding which
remains un-dismissed, un-stayed, or the other party by any act or any
omission to act indicated its consent to, approval of or acquiescence in
any such proceeding or the appointment of any receiver or of any
trustee, or suffers any such receivership or trusteeship to continue
undischarged, un-stayed, or un-vacated for a period of thirty (30) days.
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ii. If Client loses its license, permit or certification necessary to do
business, or is excluded from any state or federal health care program.
iii. If Client fails to perform any of its responsibilities as set forth in this
Agreement, fails to pay Emergicon for its Specialized Professional
Services within thirty (30) days of the date such payment becomes due,
takes any actions which Emergicon, in its sole discretion, determines to
be unethical, illegal, immoral or non-compliant, or fails to cooperate
with Emergicon in any way that prevents, impedes, obstructs, or delays
Emergicon in the performance of the Specialized Professional Services
set forth in this Agreement.
d. Upon termination for any reason, Emergicon shall perform follow-up on
any open accounts submitted by Emergicon for a period not to exceed ninety
(90) days from the date of termination. Emergicon shall have no responsibility to perform such
follow-up in the event Client takes any actions which prevent Emergicon from engaging in such
follow-up, or in the event that Client has any unpaid balances due to Emergicon on the date of
termination of this Agreement.
e. Upon termination for any reason, Client shall be responsible to pay the
fees set forth in Paragraph 10(a),
behalf during the
90-day follow-up period set forth in Paragraph 7(d), above. After notice of termination is given,
all Emergicon invoices are due and payable by Client within five (5) days of same. In the event
that Client does not remit payment on any such invoice within five (5) days of the invoice,
Emergicon shall have no responsibility to perform any further follow-up on open accounts,
notwithstanding the provisions of Paragraph 7(d), above.
8. External and Internal Audits.
a. Client shall immediately notify Emergicon if there has been any prepayment
audit or review, post payment audit or review, or any investigation or other formal inquiry into the
billing practices of Client and/or Emergicon, or claims submitted by Emergicon on behalf of
Client, where such audit or investigation is or appears to have been initiated by any governmental
agency, insurer, payer, carrier, Medicare Administrative Contractor, Recovery Audit Contractor,
Zone Program Integrity Contractor, Unified Program Integrity Contractor, Medicaid Fraud Control
Unit, other Medicare or Medicaid contractor or other agency or entity authorized to carry out any
such audit or investigation. This obligation shall survive termination of this Agreement for any
reason.
b. The Client bears sole responsibility for obtaining and paying for any legal
or consulting assistance necessary in defending itself in any such audit or investigation. Emergicon
shall assist Client in producing any records, reports or documents in its possession which pertain
to the audit or investigation and may charge Client a reasonable fee, as determined by Texas
Medical Board rules at the time of the request, for copying, preparation, assembly or retrieval of
such documents or reports. Emergicon shall have no obligation to perform any duties under this
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Paragraph 8(b) following termination of this Agreement for any reason.
c. Client is solely responsible for repaying any overpayments or recoupments
sought or imposed by any insurer, carrier, payer or governmental agency or contractor, including
interest, civil monetary penalties, fines or other such assessments.
d. Client understands and acknowledges that Emergicon, as part of its
compliance program, may on occasion, and at its sole discretion, perform or contract for the
performance of periodic, random, internal audits of its coding, billing and other business practices.
These voluntary, internal compliance audits may reveal the existence of Client overpayments, and
Client agrees that any such overpayments identified by Emergicon in its internal auditing process
will be refunded by Client as described in more detail in Paragraph 2(h) of this Agreement.
9. Disposition of Funds.
a. All funds Emergicon receives from third party payers, patients or other
sources for ambulance services provided by Client shall be made in the name Client. Client
authorizes Emergicon to endorse, deposit, and otherwise negotiate items as the C
representative and forward monthly to Client or deposit into a Client account as directed by Client.
b. If Client desires that its patients be able to pay their accounts utilizing credit
that is secure and agreed upon by the parties, and only to the extent possible and feasible, without
making Emergicon a collection agency and responsible for compliance with the federal Fair Debt
Collection Practices Act and other state or federal debt collection laws.
c. Emergicon shall not accept a reassignment of any benefits where prohibited
by law.
10. Compensation.
a. In exchange for the Specialized Professional Services described in this
Agreement, Client shall pay Emergicon a fee equivalent to seven percent (7.00%) of all revenues
collected by Emergicon on behalf of Client. Credit card payments accepted by Emergicon will
be charged an additional one and one-half percent (1.5%) unless it has been offset by a payer
convenience fee.
b. For all payers that prohibit percentage-based billing arrangements, such as
(CSHCN) Services Program, Client shall pay Emergicon a flat fee of $38 per trip, to be invoiced
at the time of billing.
c. If Client instructs Emergicon to collect on an account(s) initially billed
by another contractor or by s team, Emergicon shall be compensated and
paid for the collection efforts on said account in accordance with the following schedule: Twenty-
two Percent (22%) of the total amount collected on the account.
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d. If Client instructs Emergicon to pursue accounts with balances beyond
120 days from the date of transport, Emergicon shall be compensated and paid for the collection
efforts on said account in accordance with the following schedule: Eighteen Percent (18%) of
the total amount collected on the account from such initial day Emergicon initiates such efforts.
e. If Client instructs Emergicon to place accounts with a third party
collection agency beyond 120 days from the date of transport, Emergicon shall be compensated
and paid for the collection efforts on said account in accordance with the following schedule:
Eighteen Percent (18%) of the total amount collected on the account from such initial day
Emergicon initiates such efforts.
f. If Client is disenrolled or inactive as a Medicare or Medicaid provider prior
to the effective date of this Agreement, Emergicon shall re-enroll Client for an additional fee of
$1,500 for Medicare and $500 for Medicaid, plus any fees assessed by the Centers for Medicare
& Medicaid Services.
g. Emergicon will retain any commissions owed net cash receipts collected for
a given month received directly by Emergicon. Any invoices submitted to Client by Emergicon
are subject to net 30 terms from the date invoiced for any balance owed on accounts.
h. In the event that Client is obligated to refund any overpayment or credit
balance as set forth in Paragraph 2(h), fees paid to Emergicon by Client for such refunded
overpayment or credit balance shall not be credited or refunded to Client unless Emergicon bears
responsibility for the overpayment or credit balance.
i. Client agrees to reimburse $35 for any checks returned for insufficient funds
as a result of this Agreement.
j. Emergicon agrees to notify Client sixty (60) days in advance of any price
increase.
11. Indemnification and Insurance.
a. In addition to any specific provisions set forth in this Agreement, to the
extent allowed by law, Client shall reimburse Emergicon and/or its employees, officers, directors
and agents for any and all costs, claims, losses, damages, liabilities, expenses, judgments,
penalties, fines, and causes of action to the extent caused by any willful or grossly negligent act or
omission on the part of Client or its agents, servants, volunteers, contractors or employees
including but not limited to incomplete or inaccurate patient care reports, improperly completed
PCS forms, or other documentation issues that make it impossible for Emergicon to properly code
and bill claims. This provision shall include all costs and disbursements, including without
limitation court costs and reasonable attorneys' fees.
b. In addition to any specific indemnification provisions set forth in this
Agreement, to the extent allowed by law, Emergicon shall hold harmless, indemnify and defend
Client and/or its employees, officers, directors and agents from and against any and all costs,
claims, losses, damages, liabilities, expenses, judgments, penalties, fines and causes of action to
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the extent caused by any willful or grossly negligent misconduct of any Emergicon agent, servant,
contractor or employee and which relate to the Specialized Professional Services performed by
Emergicon under this Agreement.
c. Emergicon shall maintain errors and omissions insurance coverage in an
amount not less than $4,000,000. Client will be named as an additional insured under the policy
and Emergicon shall provide proof of such coverage to Client upon reasonable written request for
same.
d. Notwithstanding any other provision of this Agreement, Emergicon shall
not be liable for any damages, including but not limited to loss in profits, or for any special,
incidental, indirect, consequential or other similar damages suffered in whole, or in part, in
connection with this Agreement. Any liability of Emergicon for any disputed billing performed
by Emergicon on behalf of Client shall not exceed any amounts paid to Emergicon by Client under
this Agreement.
e. Where any provision of this Agreement obligates either party to defend,
indemnify, hold harmless, and/or reimburse the other party, such agreement shall include any
claims, losses, assessments or damages of any kind, and shall apply equally to that party and to its
employees, owners, agents, contractors, attorneys, consultants, accountants, and servants.
f. It is expressly agreed and understood by both parties that certain repayment
or refund demands may be made by insurance payers that are not the result of negligence on the
part of either party and therefore are not subject to indemnity as set forth in the paragraph 11.
Specifically, there may be claims that are audited or reviewed and later determined not to be
medically necessary, not to justify the level of care provided and/or billed, or otherwise denied or
down-coded to a lower level of service. In this situation, the parties will work together to respond
to and appeal such denials, and if determined that repayment is in fact due after the exhaustion of
such available appeals, the parties will pay their pro-rata share of refund based on the % fee set
forth in paragraph 10.a. above.
12. Confidentiality. Neither Emergicon nor Client shall, during the term of this
Agreement or for any extension hereof, for any reason, disclose to any third parties any proprietary
information regarding the other party unless required to do so by law, regulation or subpoena.
Emergicon acknowledges the Client requirements under the Public Information Act. For purposes
information, information pertaining to contracts with payers, insurers, facilities, ambulance
providers, health care systems, or other such parties, audit requests, audit results, billing processes,
client lists or other such information.
13. Compliance.
a. Emergicon will conduct its activities and operations in compliance with all
state and federal statutes, rules and regulations applicable to billing activities.
b. Client shall conduct its activities, operations and documentation in
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compliance with all applicable state and federal statutes, rules and regulations. Client expressly
represents and warrants that it is under no legal impediment to billing or receiving reimbursement
for its services
furnish the services provided by Client. Client agrees to reimburse Emergicon, to the extent
allowed by law, for any and all claims, damages and losses caused by Client sending accounts to
Emergicon which are ineligible for billing and/or reimbursement for any reason.
c. Each party is responsible for monitoring and ensuring its own compliance
with all applicable state and federal laws and regulations pertaining to billing and reimbursement
for its services. However, either party which becomes aware of a violation of any such state or
federal laws or regulations or of a questionable claim or claim practice agrees to notify the other
party within fifteen (15) days so the other party may appropriately address the matter.
d. The parties represent that they are not the subject of any actions or
investigations pertaining to its participation in or standing with any state or federal health care
program, are not subject to exclusion from any state and/or federal health care program, and that
no persons providing services for which reimbursement is sought were at the time such services
were rendered excluded from any state or Federal health care program.
e. The parties recognize that this Agreement is at all times subject to
applicable state, local, and federal laws and shall be construed accordingly. The parties further
recognize that this Agreement may become subject to or be affected by amendments in such laws
and regulations or to new legislation or regulations. Any provisions of law that invalidate, or are
otherwise inconsistent with, the material terms and conditions of this Agreement, or that would
cause one or both of the parties hereto to be in violation of law, shall be deemed to have superseded
the terms of this Agreement and, in such event, the parties agree to utilize their best efforts to
modify the terms and conditions of this Agreement to be consistent with the requirements of such
law(s) in order to effectuate the purposes and intent of this Agreement. In the event that any such
laws or regulations affecting this Agreement are enacted, amended or promulgated, either party
may propose to the other a written amendment to this Agreement to be consistent with the
provisions of such laws or regulations. In the event that the parties do not agree on such written
amendments within thirty (30) days of receipt of the proposed written amendments, then either
party may terminate this Agreement without further notice, unless this Agreement would expire
earlier by its terms.
14. Non-Engagement of Individuals on the OIG Exclusion List. The parties further
warrant that each will take all reasonable steps as set forth by the Office of Inspector General,
United States Department of Health and Human Service, to ensure that it does not employ or
otherwise engage individuals who have been excluded from participation in federal health care
programs. The parties agree to periodically check the OIG exclusion website to ensure that
employees, volunteers and all others providing services for each respective organization are not
excluded. The website is: http://exclusions.oig.hhs.gov.
15. Independent Contractor Relationship. Emergicon and Client stand in an
independent contractor relationship to one another and shall not be considered as joint ventures or
partners, and nothing herein shall be construed to authorize either party to act as general agent for
the other. There is no liability on the part of Emergicon to any entity for any debts, liabilities or
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obligations incurred by or on behalf of the Client.
16. Prevention of Performance.
without limitation, an act of God, war, civil disturbance, fire or casualty, labor dispute, hardware
or
such condition exists, shall be excused from such performance, provided it promptly provides the
other party with written notice of its inability to perform stating the reasons for such inability and
provided that the party takes all appropriate steps as soon as reasonably practicable upon the
termination of such condition to recommence performance.
17. Assignment. This Agreement may be assigned by Emergicon to any successors or
assigns of Emergicon with the express written consent of the Client. This Agreement may not be
assigned by Client without the express written consent of Emergicon. This Agreement shall be
binding upon all successors and assigns.
18. Notices. Notices required to be given under this Agreement shall be made to the
parties at the following addresses and shall be presumed to have been received by the other party
(i) three days after mailing by the party when notices are sent by first class mail, postage prepaid;
(ii) upon transmission (if sent via facsimile with a confirmed transmission report); or (iii) upon
receipt (if sent by hand delivery or courier service).
Emergion Client
Emergicon, LLC. Attention:_________________
PO Box 180446 City of Coppell
Dallas, Texas 75218 255 Parkway Boulevard
Phone: (972) 602-2060 Coppell, Texas 75019
Fax: (469) 602-5542
19. Non-Competition and Non-Solicitation Clause. Without prior, written
authorization from Emergicon, Client shall not:
a. During the term of this Agreement, or for two (2) years following its
expiration or termination for any reason, employ, retain as an independent contractor, or otherwise
in any way hire any personnel currently employed or employed at any time during the term of this
Agreement by Emergicon without compensation to Emergicon.
b. During the term of this Agreement, or for a period of two (2) years following
its expiration or termination for any reason, engage in the provision of billing services for any
other ambulance service, medical transportation organization, fire department, or emergency
medical services organization without compensation to Emergicon equivalent to two times the
annual average of fees during the term of this Agreement as paid to Emergicon for these services.
Nothing in this Paragraph shall be interpreted to prohibit Client from performing its own in-house
billing and/or accounts receivable management following the expiration or proper termination of
this Agreement.
20. Governing Law and Forum Selection Clause. This Agreement shall be deemed to have
14
91003561.2
57
been made and entered into in Texas and shall be interpreted in accordance with the laws thereof,
without regard to conflicts of laws principles. The parties expressly agree that the exclusive forum
for resolving any legal disputes under this Agreement shall be the state or federal courts serving
\[Dallas County, Texas\]. Client expressly agrees to personal jurisdiction and venue in any such
court.
21. Entire Agreement. This Agreement constitutes the sole and only agreement between the
parties and supersedes any prior understandings, written or oral agreements between the parties
with respect to this subject matter.
22. Authorization. Each party represents that it has full capacity and authority to grant all
rights and assume all obligations granted and assumed under this Agreement.
23. Successors and Assigns. Subject to the provisions regarding assignment, this Agreement
shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors,
administrators, legal representatives, successors and assigns.
24. Amendments. This Agreement may be amended only by the mutual written agreement of
the parties.
25. Severability. In the event any one or more of the provisions contained in this Agreement
shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions, and the Agreement shall be
construed as if such invalid, illegal, or unenforceable provision had never been contained in it.
26. Survival of Covenants. Any of the representations, warranties, covenants, and obligations
of the parties, as well as any rights and benefits of the parties, pertaining to a period of time
following the termination of this Agreement shall survive termination.
27. Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the parties
hereto.
28. Conflicts of Interests. Special Assessor represents that no official or employee of the City
has any direct or indirect pecuniary interest in this Agreement.
29. Force Majeure. The parties shall be excused for the period of any delay in or impossibility
of the performance of any obligations hereunder, when prevented from doing so by any cause or
causes beyond a party's control, which shall include without limitation: all labor disputes, civil
commotion, war, nuclear disturbances, hostilities, sabotage, terroristic acts, governmental
regulations or controls, fire, accident or other casualty, interruption in the supply of any utilities
or fuel, inability to obtain any material or services, public health emergencies, or through acts of
God.
30. Regulatory Changes. The parties recognize that this Agreement is at all times subject to
15
91003561.2
58
applicable state, local, and federal laws and shall be construed accordingly. The parties further
recognize that this Agreement may become subject to or be affected by amendments in such laws
and regulations or to new legislation or regulations. Any provisions of law that invalidate, or are
otherwise inconsistent with, the material terms and conditions of this Agreement, or that would
cause one or both of the parties hereto to be in violation of law, shall be deemed to have superseded
the terms of this Agreement and, in such event, the parties agree to utilize their best efforts to
modify the terms and conditions of this Agreement to be consistent with the requirements of such
law(s) in order to effectuate the purposes and intent of this Agreement. In the event that any such
laws or regulations affecting this Agreement are enacted, amended or promulgated, either party
may propose to the other a written amendment to this Agreement to be consistent with the
provisions of such laws or regulations. In the event that the parties do not agree on such written
amendments within thirty (30) days of receipt of the proposed written amendments, then either
party may terminate this Agreement without further notice, unless this Agreement would expire
earlier by its terms.
31. Independent Contractor Relationship. The relationship of the parties is that of independent
contractors. Neither party shall be deemed to be the agent nor partner nor fiduciary of the other,
and neither is authorized to take any action binding upon the other.
IN WITNESS WHEREOF, the parties have executed this Agreement to commence on the
date first above written. Client represents that the individual who has executed this Agreement on
behalf of the Client is authorized by Client and by law to do so.
EMERGICON, LLC. City of Coppell, Texas
By: By:
Signature Date Signature Date
Christopher Turner
Print Name Print Name
Founder and CEO
Title Title
16
91003561.2
59
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MEMORANDUM
To:MayorandCityCouncil
From: Lauren Rodriguez, CORE Manager
Via: Jessica Carpenter, Director of Community Experiences
Date: June 9, 2026
Reference: Consider approval of an award of TIPS Contract #241001 with Custard Construction
in the amount of $443,918.29 for the remodel of the men’s and women’s locker rooms
at The CORE, as provided for in the Coppell Recreation Development Corporation
(CRDC) Fund; and authorizing the City Manager to execute all necessary documents.
2040: SustainableCity Government: Excellent and Well-Maintained City Infrastructureand
Facilities
Introduction:
The purpose of this agenda item is to seek approval of TIPS Contract #241001 with Custard
Construction in the amount of $443,918.29 for the remodel of the men’s and women’s locker rooms
at The CORE. This project includes the demolition and replacement of existing locker room and
restroom finishes, fixtures, and amenities, including tile, ceilings, lighting, showers, countertops,
plumbing fixtures, and ADA accessories.
Background:
The locker rooms at The CORE were remodeled in 2012 and have experienced significant daily use
over the past 14 years. The shower area in both the men’s and women’s locker rooms have developed
cracks in the tile and surrounding surfaces, resulting in water leaking into adjacent walls and the
hallway. In addition, many of the locker room amenities and fixtures show extensive wear and tear due
to age and heavy community use, creating the need for repairs and upgrades to maintain a safe,
functional, and welcoming environment for patrons.
Construction will be coordinated closely between The CORE, Facilities staff and Custard Construction
to schedule work during the least disruptive timeframes possible, thereby minimizing operational
impacts. The project is anticipated to be completed within approximately eight weeks. Throughout
construction, patrons will continue to have access to alternative restrooms, showers, and locker
facilities within The CORE.
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Benefit to the Community:
The remodel of the men’s and women’s locker rooms will enhance the overall experience, comfort,
and accessibility of the locker room areafor community members. Upgraded finishes, lighting, and
amenities will provide a cleaner, safer, and more modern environment while improving functionality
and ADA accessibility for all users
Legal Review:
N/A
Fiscal Impact:
The fiscal impact of this agenda item is $443,918.29, as provided for in the Coppell Recreation
Development Corporation (CRDC) fund. This item was included in the 2025-2026 CRDC Work Plan
at a cost of $400,000. The additional amount of $43,918.29needed for this project is available in the
CRDC fund balance.
Recommendation:
The Community Experiences Department recommends approval of this item.
2
63
64
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68
MEMORANDUM
To:Mayor and Council
From: Kim Tiehen, Director of Strategic Financial Engagement
Date: June 9, 2026
Reference:Coppell, Texas, General Obligation Refunding Bonds” in one or more series,
establishing sale parameters, providing for the security for and payment of said
bonds; repealing ordinance No. 2026-1646; and enacting other provisions related
to the subject.
2040: Sustainable Government
Introduction:
The purpose of this agenda item is to repeal the existing bond refunding parameter sale ordinance
and approve a new ordinance with the parameters recommended by the City’s Financial Advisor.
Background:
A parameter sale ordinance allows the City to move forward with a bond refunding only if specific
financial parameters are met. This provides flexibility because refunding opportunities can open
and close quickly based on market conditions.
Council previously authorized a bond refunding parameter sale; however, no refunding has
occurred because the parameters approved by Council have not been met. The current ordinance
requires a true interest cost not to exceed 2.75% and debt service savingsof at least 5%. The
current parameters are very conservative and have not been attainable in the current market
environment. As a result, no action has been taken under the existing ordinance.
Staff and the City’s Financial Advisor recommend a true interest cost not to exceed 3.25% and
debt service savings of at least 3% (see below), as they provide a better balance between fiscal
discipline and market flexibility. Additionally, a 3.25% true interest cost limit still controls the cost
of borrowing, and a 3% savings requirement still ensures the refunding must produce a financial
benefit before bonds may be sold.
ParameterCurrent Ordinance Recommended Ordinance
True interest cost Not to exceed 2.75%Not to exceed 3.25%
Debt service savings At least 5%At least 3%
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The recommended parameters continue to protect the City because no refunding may occur unless
the established financial requirements are met. The change does not require the City to issue
refunding bonds. It only allows the City to act if market conditions create an opportunity that meets
the revised parameters and produces measurable debt service savings.
Legal Review:
The agenda item was reviewed by legal as part of the agenda packet. The ordinance was prepared
by Bond Counsel.
Fiscal Impact:
There is no immediate fiscal impact from repealing the existing ordinance and approving a new
ordinance.
No refunding bonds will be sold unless the parameters in the new ordinance are met. If the
parameters are met and the refunding is executed, the City will realize debt service savings of at
least the amount required by the ordinance.
Recommendation:
The Strategic Financial Engagement Department recommends approval of the ordinance repealing
the existing bond refunding parameter sale ordinance and approving a new ordinance with the
parameters originally recommended by the City’s Financial Advisor: a true interest cost not to
exceed 3.25% and debt service savings of at least 3%.
2
6:
CERTIFICATE FOR ORDINANCE
THE STATE OF TEXAS
COUNTIES OF DALLASAND DENTON
CITY OF COPPELL
We, the undersigned officers of the Cityof Coppell, Texas (the "City"), hereby certify as
follows:
1. The City Council of the City (the "Council") convened in a regular meeting on
June 9, 2026, at the designated meeting place, and the roll was called of the duly constituted
officers and members of the Council, to wit:
Wes Mays, Mayor
Don Carroll, Mayor Pro-Tem
Jim Walker, Councilmember
Brianna Hinojosa-Smith, Councilmember
Kevin Nevels, Councilmember
Ramesh Premkumar, Councilmember
Biju Mathew, Councilmember
Mark Hill, Councilmember
Lauren Thoden, 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 IN ONE OR MORE SERIES,
ESTABLISHING SALE PARAMETERS, PROVIDING FOR THE SECURITY FOR AND
PAYMENT OF SAID BONDS; REPEALING ORDINANCE NO. 2026-1646; 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:
NAY: ABSTAIN:
2. Atrue, full and correct copy of the aforesaid Ordinanceadopted 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 aboveand
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 Councilas
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.
71
3. The Council has approved and hereby approves the aforesaid 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 THIS JUNE 9, 2026.
________________________________ ________________________________
Lauren Thoden, CitySecretaryWes Mays, Mayor
Cityof Coppell, Texas Cityof Coppell, Texas
(CitySeal)
Certificate for Ordinance
City of Coppell, Texas, General Obligation Refunding Bonds, Series 2026
72
ORDINANCE AUTHORIZING THE ISSUANCE OF CITY OF COPPELL, TEXAS,
GENERAL OBLIGATION REFUNDING BONDS IN ONE OR MORE SERIES,
ESTABLISHING SALE PARAMETERS, PROVIDING FOR THE SECURITY FOR AND
PAYMENT OF SAID BONDS; REPEALING ORDINANCE NO. 2026-1646; AND
ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT
THE STATE OF TEXAS
COUNTIES OF DALLAS AND DENTON
CITY OF COPPELL
WHEREAS, the Cityof Coppell, Texas (the "City"),has previously issued, and there are
presently outstanding, bonds of the City payable from ad valorem taxes levied and to be levied,
assessed and collected within the City, within the limits prescribed by law; and
WHEREAS, the City now desires to refund all or part of the bonds described in
Schedule I attached hereto, collectively, the "Eligible Refunded Obligations", and those Eligible
Refunded Obligations designated by the Pricing Officer in the Pricing Certificate (each as
defined below) to be refunded are herein referred to as the "Refunded Obligations"; and
WHEREAS, Chapter 1207 (defined below) authorizes the City to issue refunding bonds
and to deposit the proceeds from the sale thereof, and any other available funds or resources,
directly with a place of payment (paying agent) for the Refunded Obligations, and such deposit,
if made before such payment dates, shall constitute the making of firm banking and financial
arrangements for the discharge and final payment of the Refunded Obligations; and
WHEREAS, the CityCouncil (the "Council") hereby finds and determines that it is a
public purpose and in the best interests of the City to refund the Refunded Obligations in order to
achieve a present value debt service savings, with such savings, among other information and
terms to be included in one or more pricing certificates (the "Pricing Certificate") to be executed
by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section
1207.007, Texas Government Code; and
WHEREAS, all the Refunded Obligations mature or are subject to redemption prior to
maturity within 20 years of the date of the bonds authorized by this Ordinance (the "Bonds");
and
WHEREAS, the Bonds are being issued and delivered pursuant to Chapter 1207,
Chapter 1371 (defined below), and the City's Home Rule Charter; and
WHEREAS, the City is an "issuer" under Section 1371.001(4)(P), Texas Government
Code, having (i) a principal amount of at least $100 million in outstanding long-term
indebtedness, in long-term indebtedness proposed to be issued, or a combination of outstanding
or proposed long-term indebtedness and (ii) some amount of long-term indebtedness outstanding
or proposed to be issued that is rated in one of the four highest rating categories for long-term
debt instruments by a nationally recognized rating agency for municipal securities, without
regard to the effect of any credit agreement or other form of credit enhancement entered into in
connection with the obligation; and
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WHEREAS, the Council hereby finds and determines that it is in the best interests of the
City to issue the Bonds, in one or more series, for the purposes stated herein, and to delegate to
the Pricing Officer the authority to act on behalf of the City in selling and delivering the Bonds
and setting the dates, price, interest rates, interest payment periods and other procedures relating
thereto, as hereinafter specified, with such information and terms to be included in one or more
Pricing Certificatesto be executed by the Pricing Officer, all in accordance with the provisions
of Section 1371.053, Texas Government Code, as amended; 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 date, hour, place
and subject of said meeting, including this Ordinance, was given, all as required by the
applicable provisions of Chapter 551, Texas Government Code, as amended;
NOW, THEREFORE BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
Section 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE
BONDS. (a) 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.
(b) The Bonds are hereby authorized to be issued and delivered, in one or more
series, in the maximum aggregate principal amount hereinafter set forth for the public purposes
of (i) refunding a portion of the City's outstanding debt and (ii)paying the costs incurred in
connection with the issuance of the Bonds.
(c) Each Bond issued pursuant to this Ordinance shall be designated: "CITYOF
COPPELL, TEXAS, GENERAL OBLIGATION REFUNDING BOND, SERIES 2026", or such
other designation set forth in a Pricing Certificate, as single series of bonds or as multiple series
of bonds, to be determined by the Pricing Officer in one or more Pricing Certificates, and
initially there shall be issued, sold, and delivered hereunder fully registered Bonds, without
interest coupons, payable to the respective registered owners thereof (with the initial Bond(s)
being made payable to the Underwriter as described herein), or to the registered assignee or
assignees of said bonds or any portion or portions thereof (in each case, the "Registered Owner").
The Bonds shall be in the respective denominations and principal amounts, shall be numbered,
shall mature and be payable on the date or dates in each of the years and in the principal amounts
or amounts due at maturity, as applicable, and shall bear interest to their respective dates of
maturity or redemption, if applicable, prior to maturity at the rates per annum, as set forth in one
or more Pricing Certificates.
Section 2. DEFINITIONS. Unless otherwise expressly provided or unless the context
clearly requires otherwise in this Ordinance, the following terms shall have the meanings
specified below:
"Attorney General"shall mean the Attorney General of the State.
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"Authorized Officials" means the Mayor, the Mayor Pro Tem, the City Secretary and
each Pricing Officer.
"Bonds" means and includes the Bonds initially issued and delivered pursuant to this
Ordinance and all substitute Bonds exchanged therefor, as well as all other substitute Bonds and
replacement Bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds.
"Chapter 1207" means Chapter 1207, Texas Government Code, as amended.
"Chapter 1208" means Chapter 1208, Texas Government Code, as amended.
"Chapter 1371" means Chapter 1371, Texas Government Code,as amended.
"Code" means the Internal Revenue Code of 1986, as amended.
"Comptroller" shall mean the Comptroller of Public Accounts of the State.
"Delivery Date" shall mean the date or dates of delivery of any series of Bonds to the
Underwriter against payment therefor, as determined by the Pricing Officer in the Pricing
Certificate.
"Purchase Contract" means (i) a bond purchase agreement between the City and the
Underwriter, pertaining to the purchase of the Bonds by the Underwriter sold through a
negotiated sale conducted as a public underwriting; (ii) a private placement agreement between
the City and the Underwriter, pertaining to the purchase of the Bonds by the Underwriter sold
through a negotiated sale conducted as a private placement; and (iii) the bid form prepared in
accordance with the notice of sale and bidding instructions and submitted by potential purchasers
of any Bonds sold pursuant to a competitive sale.
"State" shall mean the State of Texas.
"Underwriter" shall mean the initial purchaser(s) of the Bonds designated by the Pricing
Officer in the Pricing Certificate.
Section 3. DELEGATION TO PRICING OFFICER. (a) As authorized by Sections
1207.007 and 1371.053, Texas Government Code, as amended, the City Manager, each Deputy
City Manager and the Director of Strategic Financial Engagement of the City are each
individually hereby authorized to act on behalf of the City in selling and delivering the Bonds (of
which officers, the officer executing the Pricing Certificate shall be hereinafter referred to as, and
shall for all purposes be, the "Pricing Officer"), determining whether the Bonds shall be issued in
one or more series or subseries and whether the new money portion shall be issued as a single
series of bonds and the refunding portion be issued as a separate series of bonds, determining
which of the Eligible Refunded Obligations shall be refunded and carrying out the procedures
specified in this Ordinance, including determining the principal amount of Bonds to be issued,
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the amount to be applied against each proposition, determining whether the Bonds shall be
issued in one or more series or subseries, the date or dates of the Bonds, any additional or
different designation or title by which the Bonds shall be known, the price at which the Bonds
will be sold, the years in which the Bonds will mature, the principal amount to mature in each of
such years, the rate of interest to be borne by each such maturity, the interest payment and record
dates, the price and terms, if any, upon and at which the Bonds shall be subject to redemption
prior to maturity at the option of the City, as well as any mandatory sinking fund redemption
provisions, whether the Bonds of any series shall be designated as "qualified tax-exempt
obligations" as defined in section 265(b)(3) of the Code, approving modifications or additions to
the Rule 15c2-12 continuing disclosure undertaking, approving modifications to the term
Defeasance Securities, and all other matters relating to the issuance, sale, and delivery of the
Bonds and the refunding of the Refunded Obligations, including without limitation establishing
the redemption date for and effecting the redemption of the Refunded Obligations, determining
any amounts to be contributed to the refunding by the City and procuring municipal bond
insurance and approving modifications to this Ordinance and executing such instruments,
documents and agreements as may be necessary with respect thereto, if it is determined that such
insurance would be financially desirable and advantageous, all of which shall be specified in the
Pricing Certificate, provided that:
(i) the maximum original principal amount of Bonds shall not exceed
$10,500,000;
(ii) the maximum maturity of the Bonds shall be February 1, 2036;
(iii) the true interest cost for any series of Bonds shall not exceed 3.25%; and
(iv) the refunding must produce debt service savings of at least 3.00% measured
on a net present value basis as a percentage of the principal amount of the Refunded
Obligations, with such savings to be net of any City contribution to the refunding.
(b) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall
establish an amount not exceeding the amount authorized in Subsection (a) above, which shall be
sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay
costs of issuing the Bonds. The delegation made hereby shall expire if not exercised by the
Pricing Officer on or prior to June 8, 2027. The Pricing Officer may determine to issue one or
more series of Bonds and may exercise the authority granted herein on one or more dates to
effectuate the issuance of multiple series of Bonds if multiple series are issued and, if multiple
series are issued, each separate series may close on separate dates or on the same date, as
determined by the Pricing Officer. The Bonds shall be sold at such prices, with and subject to
such terms as set forth in one or more Pricing Certificates.
(c) The Bonds of one or more series may be sold by public offering (either through a
negotiated or competitive offering) or by private placement. If the Bonds of one or more series
are sold by private placement, the applicable Pricing Certificate shall so state, and the applicable
Pricing Certificate may make changes to this Ordinance to effect such private placement of such
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Bonds, including the provisions hereof that pertain to the book-entry-only procedures (including
eliminating the book-entry-only system of registrations, payment and transfers) and to the
provisions relating to the Rule 15c2-12 undertaking (including eliminating or replacing such
undertaking with an agreement to provide alternative disclosure information).
(d) It is hereby found and determined that the refunding of the Refunded Obligations is
advisable and necessary in order to restructure the debt service requirements of the City, and that
the debt service requirements on the Bonds will be less than those on the Refunded Obligations,
resulting in a reduction in the amount of principal and interest which otherwise would be
payable. The Refunded Obligations are subject to redemption, at the option of the City, and the
Pricing Officer is hereby authorized to cause all of the Refunded Obligations to be called for
redemption on the respective date or dates consistent with the parameters set forth above, and the
proper notices of such redemption to be given, and in each case at a redemption price of par, plus
accrued interest to the date fixed for redemption. In furtherance of authority granted by Section
1207.007(b), Texas Government Code, each Pricing Officer, the Mayor and the Mayor Pro Tem
are each further authorized to enter into and execute on behalf of the City with the escrow agent
or deposit agent named therein, an escrow agreement or deposit agreement, as shall be approved
by the Pricing Officer, the Mayor or the Mayor Pro Tem, which escrow agreement or deposit
agreement will provide for the payment in full of the Refunded Obligations (the "Escrow
Agreement"). In addition, the Pricing Officer is authorized to purchase such securities with
proceeds of the Bonds, to execute such subscriptions for the purchase of the United States
Treasury Securities, State and Local Government Series and to transfer and deposit such cash
from available funds, as may be necessary or appropriate for the escrow or deposit fund
described in the Escrow Agreement.
(e) In satisfaction of Section 1201.022(a)(3)(B), Texas Government Code, the Council
hereby determines that the delegation of the authority to the Pricing Officer to approve the final
terms of the Bonds set forth in this Ordinance is, and the decisions made by the Pricing Officer
pursuant to such delegated authority and incorporated into the Pricing Certificate will be, the
most advantageous reasonably available, and the Pricing Officer is hereby authorized to make
and include a finding to that effect in the Pricing Certificate.
Section 4. CHARACTERISTICS OF THE BONDS. (a) Registration, Transfer,
Conversion and Exchange. The City shall keep or cause to be kept at the designated office of the
bank named in the Pricing Certificate as the paying agent/registrar for the Bonds (the "Paying
Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange
of the Bonds (the "Registration Books"), and the City 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
City and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such
registrations, transfers, conversions and exchanges as herein provided within three days of
presentation in due and proper form. 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
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payments shall be mailed, and such interest payments shall not be mailed unless such notice has
been given. The City 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 City 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 as Exhibit A of this Ordinance. Each substitute Bond shall bear a
letter and/or number to distinguish it from each other Bond.
(b) Authentication. Except as provided in subsection (e) of this Section, 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 City 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. Pursuant to Subchapter D,
Chapter 1201, Texas Government Code, 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 which initially were issued and delivered
pursuant to this Ordinance, approved by the Attorney Generaland registered by the Comptroller.
(c) Payment of Bonds and Interest.The City 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 City 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 City. Notice of the Special Record Date and of the
scheduled payment date of the past due interest (which shall be 15 days after the Special Record
Date) shall be sent at least five (5) business days prior to the Special Record Date by United
States mail, first-class postage prepaid, to the address of each 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) Substitute Paying Agent/Registrar. The Citycovenants with the registered
owners of the Bonds that at all times while the Bonds are outstanding the Citywill provide a
competent and legally qualified bank, trust company, financial institution or other agency to act
as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and
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that the Paying Agent/Registrar will be one entity. The Cityreserves the right to, and may, at its
option, change the Paying Agent/Registrar upon not less than 50 days written notice to the
Paying Agent/Registrar, to be effective not later than 45 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 Citycovenants that promptly it will appoint a competent and
legally qualified bank, trust company, financial institution, or other agency to act as Paying
Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the
previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a
copy thereof), along with all other pertinent books and records relating to the Bonds, to the new
Paying Agent/Registrar designated and appointed by the City. Upon any change in the Paying
Agent/Registrar, the City 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.
(e) General Characteristics of the Bonds. 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 redeemed prior to their scheduled
maturities (notice of which shall be given to the Paying Agent/Registrar by the Cityat least 35
days prior to any such redemption date), (iii) may be transferred and assigned, (iv) may be
converted and exchanged for other Bonds, (v) shall have the characteristics, (vi) shall be signed,
sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be
payable, and (viii) shall be administered and the Paying Agent/Registrar and the City 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 as Exhibit A of this
Ordinance. The Bonds initially issued and delivered pursuant to this Ordinance are 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 OF BOND set forth as Exhibit A of this Ordinance.
(f) Book-Entry-Only System. Unless the Bonds are sold by private placement, the
Bonds issued in exchange for the Bonds initially issued to the Underwriter 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 of New York ("DTC"), and except as
provided in subsection (g) of this Section, all of the outstanding Bonds shall be registered in the
name of Cede & Co., as nominee of DTC.
With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the
City 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
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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 City 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 Cityand 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 City'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 certificate evidencing
the obligation of the City 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 Ordinancewith 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 Ordinanceshall refer to such new
nominee of DTC.
(g) Successor Securities Depository; Transfers Outside Book-Entry-Only System. If
the Bonds are subject to the DTC book-entry system, and in the event that the City determines
that DTC is incapable of discharging its responsibilities described herein and in the City's
Blanket Issuer Letter of Representationsto 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 City 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 Bonds to DTC Participants having Bonds credited to
their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in
the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in
the name of the successor securities depository, or its nominee, or in whatever name or names
registered owners transferring or exchanging Bonds shall designate, in accordance with the
provisions of this Ordinance.
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(h) 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 City's
Blanket Issuer Letter of Representationsto DTC.
(i) Cancellation of Initial Bond(s). On the Delivery Date, one initial Bond
representing the entire principal amount of the Bonds, payable in stated installments to the order
of the Underwriter or its designee, executed by manual or facsimile signature of the Mayor and
City Secretary, approved by the Attorney General, and registered and signed by the Comptroller
in the manner prescribed by law, will be delivered to the Underwriter or its designee. If the
Bonds are sold subject to the book-entry system of DTC, then upon payment for the initial
Bond(s), the Paying Agent/Registrar shall insert the Delivery Date on the initial Bond(s), cancel
each of the initial Bond(s) and deliver to DTC on behalf of the Underwriter 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, registered in the name of Cede & Co., as nominee of DTC. To
the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System,
pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying
Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC.
(j) Conditional Notice of Redemption. With respect to any optional redemption of
the Bonds, if applicable, unless certain prerequisites to such redemption required by this
Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and
interest on the Bonds to be redeemed shall 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 City, be conditional upon the satisfaction of such prerequisites and receipt of
such moneys 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 and sufficient moneys are not
received, such notice shall be of no force and effect, the Cityshall not redeem such Bonds and
the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption
was given, to the effect that the Bonds have not been redeemed.
Section 5. FORM OF BONDS. The form of the Bond, 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 to be attached only to
the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively,
substantially in the form provided in Exhibit A, with such appropriate variations, omissions, or
insertions as are permitted or required by this Ordinance. The Form of Bond as it appears in
Exhibit A shall be completed, amended and modified by Bond Counsel to incorporate the
information set forth in the Pricing Certificate,but it is not required for the Form of Bond to be
reproduced as an exhibit to the Pricing Certificate.
Section 6. TAX LEVY. (a) A special "Interest and Sinking Fund" is hereby created and
shall be established and maintained by the City as a separate fund or account and the funds
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therein shall be deposited into and held at an official depository bank of said City. Said Interest
and Sinking Fund shall be kept separate and apart from all other funds and accounts of said City,
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 City 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 City, 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 City, 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 City 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) Chapter1208 applies to the issuance of the Bonds and the pledge of the taxes
granted by the City under this Section, and is therefore valid, effective, and perfected. Should
State 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 Cityunder this Section is to be
subject to the filing requirements of Chapter 9, Business andCommerce Code, in order to
preserve to the registered owners of the Bonds a security interest in said pledge, the Cityagrees
to take such measures as it determines are reasonable and necessary under State law to comply
with the applicable provisions of Chapter 9, Texas Business and Commerce Code and enable a
filing of a security interest in said pledge to occur.
Section 7. 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 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
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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 City 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, and thereafter the Citywill have no further responsibility with respect to
amounts available to the Paying Agent/Registrar (or other financial institution permitted by
applicable law) for the payment of such Defeased Bonds, including any insufficiency therein
caused by the failure of the Paying Agent/Registrar (or other financial institution permitted by
applicable law) to receive payment when due on the Defeasance Securities. Notwithstanding any
other provision of this Ordinanceto the contrary, it is hereby provided that any determination not
to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified
in subsections(a)(i) or (ii) of this Section shall not be irrevocable, provided that (1) in the
proceedings providing for such payment arrangements, the City expressly reserves the right to
call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the
owners of the Defeased Bonds 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 City also be invested in Defeasance Securities, maturing in the amounts and
times as hereinbefore set forth, and all income from such Defeasance Securities received by the
Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon,
with respect to which such money has been so deposited, shall be turned over to the City, or
deposited as directed in writing by the City. 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 subsections (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 City or deposited as directed in writing by the City.
(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 City shall make proper arrangements to
provide and pay for such services as required by this Ordinance.
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(e) In the event that the City elects to defease less than all of the principal amount of
Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such
amount of Bonds by such random method as it deems fair and appropriate.
Section 8. 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 City 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 City and to the Paying
Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Bond. In
every case of damage or mutilation of a Bond, the registered owner shall surrender to the Paying
Agent/Registrar for cancellation the Bond so damaged or mutilated.
(c) No Default Occurred. Notwithstanding the foregoing provisions of this Section,
in the event any such Bond shall have matured, and no default has occurred which is then
continuing in the payment of the principal of or interest on the Bond, the City 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 City 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 Subchapter B,
Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of
any such replacement bond without necessity of further action by the governing body of the City
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 this Ordinance
for Bonds issued in conversion and exchange for other Bonds.
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Section 9. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND
COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE
PROVISION, IF OBTAINED. The Mayor (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, examinationand approval by the Attorney General, and their registration by
the Comptroller. Upon registration of the Bonds, the Comptroller (or a deputy designated in
writing to act for the Comptroller) shall sign the Comptroller's Registration Certificate attached
to such Bonds in the manner prescribed by law, and the seal of the Comptroller shall be
impressed, or placed in facsimile, on such Bond. The approving legal opinion of the City's Bond
Counsel and the assigned CUSIP numbers may, at the option of the City, 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.
Section 10. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE
BONDS. (a) Covenants. The City covenants to take any action necessary to assure, or refrain
from any action which would adversely affect, the treatment of the Bonds as obligations
described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the
interest on which is not includable in the "gross income" of the holder for purposes of federal
income taxation. In furtherance thereof, the City 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 City, with respect to such private business
use, do not, under the terms of this Ordinance or any underlying arrangement, directly or
indirectly, secure or provide for the payment of more than 10 percent of the debt service
on the Bonds, in contravention of section 141(b)(2) of the Code;
(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;
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(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
3years or less or, in the case of a refunding bond, for a period of 90 days or less
until such proceeds are needed for the purpose for which the bonds are issued,
(B) amounts invested in a bona fide debt service fund, within the meaning
of section l.148-1(b) of the Treasury Regulations, and
(C) amounts deposited in any reasonably required reserve or replacement
fund to the extent such amounts do not exceed 10 percent of the proceeds of the
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);
(9) to pay to the United States of America at least once during each five-year
period (beginning on the Delivery 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; and
(10) to establish reasonable expectations to prevent using the proceeds of the
Bonds in contravention of the requirements of section 149(g) of the Code (relating to
hedge bonds).
(b) Rebate Fund. In order to facilitate compliance with the above covenant (9), a
"Rebate Fund" is hereby established by the City 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.
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(c) Proceeds. The City understands that the term "proceeds" includes "disposition
proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred
proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of
the Bonds. It is the understanding of the City 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 City 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 City 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 City hereby authorizes and
directs the Authorized Officials to execute any documents, certificates or reports required by the
Code and to make such elections, on behalf of the City, which may be permitted by the Code as
are consistent with the purpose for the issuance of the Bonds.
(d) Disposition of Project. The City covenants that the property constituting the
projects financed with the Refunded Obligations will not be sold or otherwise disposed in a
transaction resulting in the receipt by the City 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 City 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 Cityshall 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 11. SALE OF BONDS; OFFICIAL STATEMENT. (a) The Bonds shall be sold
and delivered subject to the provisions hereof and pursuant to the terms and provisions of a
Purchase Contract, which the Pricing Officer is hereby authorized to execute and deliver and in
which the Underwriter shall be designated. The Bonds shall initially be registered in the name of
the Underwriter, unless otherwise set forth in the Pricing Certificate.
(b) The Pricing Officer is hereby authorized, in the name and on behalf of the City, to
approve the distribution and delivery of a preliminary official statement and a final official
statement relating to the Bonds to be used by the Underwriter in the marketing of the Bonds, if
applicable.
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Section 12. FURTHER PROCEDURES; ENGAGEMENT OF BOND COUNSEL;
ATTORNEY GENERAL FILING FEE; APPROPRIATION. (a) The Authorized Officials,
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
City 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 Authorized Officials 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.
(b) The obligation of the Underwriter to accept delivery of the Bonds is subject to the
Underwriter being furnished with the final, approving opinion of McCall, Parkhurst & Horton
L.L.P., bond counsel to the City, which opinion shall be dated as of and delivered on the
Delivery Date. The engagement of such firm as bond counsel to the City in connection with
issuance, sale and delivery of the Bonds is hereby approved and confirmed.
(c) To pay the debt service coming due on the Bonds, if any (as determined by the
Pricing Certificate) 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.
(d) In accordance with the provisions of Section 1202.004, Texas Government Code, in
connection with the submission of the Bonds to the Attorney General for review and approval, a
statutory fee (an amount equal to 0.1% principal amount of the Bonds, subject to a minimum of
$750 and a maximum of $9,500) is required to be paid to the Attorney General upon the
submission of the transcript of proceedings for the Bonds. The City hereby authorizes and
directs that a check in the amount of the Attorney General filing fee for the Bonds, made payable
to the "Texas Attorney General," be promptly furnished to the City's Bond Counsel, for payment
to the Attorney General in connection with his review of the Bonds.
Section 13. COMPLIANCE WITH RULE 15c2-12. (a) If the Bonds are sold by public
offering, and are subject to the Rule (as defined below), the following provisions shall apply,
unless modified by the Pricing Officer in the Pricing Certificate:
(i) Definitions. As used in this Section, the following terms have the meanings
ascribed to such terms below:
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"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 MSRBconsistent with the Rule.
"MSRB" means the Municipal Securities Rulemaking Board or any successor to its
functions under the Rule.
"Rule" means SEC Rule 15c2 12, as amended from time to time.
"SEC"means the United States Securities and Exchange Commission.
(ii) Annual Reports. (A) The City shall provide annually to the MSRB, within the
timeframe set forth in the Pricing Certificate, in the electronic format prescribed by the MSRB,
certain updated financial information and operating data pertaining to the City, being the
information described in the Pricing Certificate.
(B) Any financial information described in the Pricing Certificate to be
provided shall be (i) prepared in accordance with the accounting principles described in
the financial statements of the City appended to the Official Statement, or such other
accounting principles as the City may be required to employ from time to time pursuant
to state law or regulation, and (ii) audited, if the City commissions an audit of such
statements and the audit is completed within the period during which they must be
provided. If the audit of such financial statements is not completed within the period set
forth in the Pricing Certificate, then the Cityshall provide unaudited financial
information of the type described in the Pricing Certificate within such period, and
audited financial statements for the applicable fiscal year to the MSRB, when and if the
audit report on such statements becomes available.
(C) If the City 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 City
otherwise would be required to provide financial information and operating data pursuant
to this Section.
(D) All financial information, operating data, financial statements and notices
required by this Section to be provided to the MSRB shall be provided in an electronic
format and be accompanied by identifying information prescribed by the MSRB.
Financial information and operating data to be provided pursuant to this Section may be
set forth in full in one or more documents or may be included by specific reference to any
document (including an official statement or other offering document) available to the
public on the MSRB's Internet Web site or filed with the SEC.
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(iii)Event Notices. The Cityshall 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 City;
(13) The consummation of a merger, consolidation, or acquisition involving the
City or the sale of all or substantially all of the assets of the City, 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; and
(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 City, if material, or agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a Financial Obligation of the City, 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 City,
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 City 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 City, or if such
jurisdiction has been assumed by leaving the existing governing body and officials or officers of
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the Cityin 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 City, and (b) the City 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.
The City shall notify the MSRB, in a timely manner, of any failure by the City to provide
financial information or operating data in accordance with subsection (a)(ii) of this Section by
the time required by subsection (a)(ii).
(iv) Limitations, Disclaimers and Amendments. (A) The Cityshall be obligated to
observe and perform the covenants specified in this Section for so long as, but only for so long
as, the City remains an "obligated person"with respect to the Bonds within the meaning of the
Rule, except that the City in any event will give notice of any deposit made in accordance with
this Ordinance or applicable law that causes the Bonds no longer to be outstanding.
(B) 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 City 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 City'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 City
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.
(C) UNDER NO CIRCUMSTANCES SHALL THE CITYBE 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 CITY, 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.
(D) No default by the City in observing or performing its obligations under
this Section shall comprise a breach of or default under the Ordinance for purposes of any
other provision of this Ordinance. Nothing in this Section is intended or shall act to
disclaim, waive, or otherwise limit the duties of the City under federal and state securities
laws.
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(E)The provisions of this Section may be amended by the Cityfrom 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 City,
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 required by
any other provision of this Ordinancethat authorizes such an amendment) of the
outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the
City (such as nationally recognized bond counsel) determined that such amendment will
not materially impair the interest of the registered owners and beneficial owners of the
Bonds. If the City 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 Citymay 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.
(b) If the Bonds are sold by private placement, the Pricing Officer may agree to
provide for an undertaking in accordance with the Rule or may agree to provide other public
information to the Underwriteras may be necessary for the sale of the Bonds on the most
favorable terms to the City.
Section 14. METHOD OF AMENDMENT. The City hereby reserves the right to amend
this Ordinance subject to the following terms and conditions, to-wit:
(a) The City may from time to time, without the consent of any Registered Owner,
except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to
(i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely
affect the interests of the Registered Owners, (ii) grant additional rights or security for the benefit
of the Registered Owners, (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
Registered Owners, (v) 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 (iv) make
such other provisions in regard to matters or questions arising under this Ordinance as shall not
be materially inconsistent with the provisions of this Ordinance and that shall not, in the opinion
of nationally-recognized bond counsel, materially adversely affect the interests of the Registered
Owners.
(b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in a
majority of the principal amount of then outstanding Bonds that are the subject of a proposed
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amendment shall have the right from time to time to approve any amendment hereto that may be
deemed necessary or desirable by the City; provided, however, that without the consent of 100%
of the Registered Owners 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:
(1) Make any change in the maturity of any of the outstanding Bonds;
(2) Reduce the rate of interest borne by any of the outstanding Bonds;
(3) Reduce the amount of the principal of, or redemption premium, if any,
payable on any outstanding Bonds;
(4) Modify the terms of payment of principal or of interest or redemption
premium on outstanding Bonds or any of them or impose any condition
with respect to such payment; or
(5) Change the minimum percentage of the principal amount of the Bonds
necessary for consent to such amendment.
(c) If at any time the City shall desire to amend this Ordinance under this Section, the
City shall send by U.S. mail to each registered owner of the affected Bonds a copy of the
proposed amendment.
(d) Whenever at any time within one year from the date of mailing of such notice the
City shall receive an instrument or instruments executed by the Registered Owners of at least a
majority in aggregate principal amount of all of the Bonds then outstanding that are required for
the amendment (or 100% if such amendment is made in accordance with paragraph (b)), which
instrument or instruments shall refer to the proposed amendment and which shall specifically
consent to and approve such amendment, the City 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 City and all
Registered Owners of such affected Bonds shall thereafter be determined, exercised, and
enforced, subject in all respects to such amendment.
(f) Any consent given by the Registered Owner of a Bond pursuant to the provisions
of this Section shall be irrevocable for a period of six months from the date of such consent and
shall be conclusive and binding upon all future Registered Owners of the same Bond during such
period. Such consent may be revoked at any time after six months from the date of said consent
by the Registered Owner who gave such consent, or by a successor in title, by filing notice with
the City, but such revocation shall not be effective if the Registered Owners the required amount
of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and
approved the amendment.
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(g)For the purposes of establishing ownership of the Bonds, the Cityshall rely solely
upon the registration of the ownership of such Bonds on the Registration Books kept by the
Paying Agent/Registrar.
Section 15. REDEMPTION OF REFUNDED OBLIGATIONS; USE OF PREMIUM.
(a) Subject to execution and delivery of the Purchase Contract with the Underwriter, the City
hereby directs that the Refunded Obligations be called for redemption on the date(s) and at the
price(s) set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and directed
to issue or cause to be issued the Notices of Redemption of the Refunded Obligations in
substantially the forms set forth in Exhibit B attached hereto to the paying agent for the
Refunded Obligations. Each Notice of Redemption of the Refunded Obligations as it appears in
Exhibit B shall be completed, amended and modified by Bond Counsel to incorporate the
information set forth in the Pricing Certificate, but it is not required for the Notices of
Redemption of the Refunded Obligations to be reproduced as an exhibit to the Pricing
Certificate.
(b) The paying agent/registrar for the Refunded Obligations is hereby directed to provide
the appropriate notice of redemption as required by the Refunded Obligations and is hereby
directed to make appropriate arrangements so that the Refunded Obligations may be redeemed
on each respective redemption date.
(c) If the redemption of the Refunded Obligations results in the partial refunding of any
maturity of the Refunded Obligations, the Pricing Officer shall direct the paying agent/registrar
for the Refunded Obligations to designate at random and by lot which of the Refunded
Obligations will be payable from and secured solely from ad valorem taxes of the City pursuant
to the ordinances of the City authorizing the issuance of such Refunded Obligations (collectively,
the "Refunded Obligation Ordinance"). For purposes of such determination and designation, all
Refunded Obligations registered in denominations greater than $5,000 shall be considered to be
registered in separate $5,000 denominations. The paying agent/registrar shall notify by first-
class mail all registered owners of all affected bonds of such maturities that: (i) a portion of such
bonds have been refunded and are secured until final maturity solely with cash and/or
investments maintained by the Escrow Agent in the Escrow Fund, (ii) the principal amount of all
affected bonds of such maturities registered in the name of such registered owner that have been
refunded and are payable solely from cash and/or investments in the Escrow Fund and the
remaining principal amount of all affected bonds of such maturities registered in the name of
such registered owner, if any, have not been refunded and are payable and secured solely from ad
valorem taxes of the City as described in the Refunded Obligation Ordinance, (iii) the registered
owner is required to submit his or her Refunded Obligations to the paying agent/registrar, for the
purposes of re-registering such registered owner's bonds and assigning new CUSIP numbers in
order to distinguish the source of payment for the principal and interest on such bonds, and (iv)
payment of principal of and interest on such bonds may, in some circumstances, be delayed until
such bonds have been re-registered and new CUSIP numbers have been assigned as required by
(iii) above.
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(d)The source of funds for payment of the principal of and interest on the Refunded
Obligations on their respective maturity or redemption dates shall be from the funds deposited
with the Escrow Agent, pursuant to the Escrow Agreement, or pursuant to such other
arrangement determined by the Pricing Officer in the Pricing Certificate.
(e) The net premium received from the sale of the Bonds shall be applied as
determined by the Pricing Officer in the Pricing Certificate.
Section 16. GOVERNING LAW. This Ordinance shall be construed and enforced in
accordance with the laws of the State and the United States of America.
Section 17. SEVERABILITY. If any provision of this Ordinance or the application
thereof to any circumstance shall be held to be invalid, the remainder of this Ordinanceand the
application thereof to other circumstances shall nevertheless be valid, and this governing body
hereby declares that this Ordinance would have been enacted without such invalid provision.
Section 18. 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 (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, 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.
Section19. REMEDIES FOR DEFAULT. (a) Upon the happening of any Event of
Default, then and in every case, any Owner or an authorized representative thereof, including,
but not limited to, a trustee or trustees therefor, may proceed against the Cityfor the purpose of
protecting and enforcing the rights of the Owners under this Ordinance, by mandamus or other
suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for
any relief permitted by law, including the specific performance of any covenant or agreement
contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any
right of the Owners hereunder or any combination of such remedies.
(b) It is provided that all such proceedings shall be instituted and maintained for the
equal benefit of all Owners of Bonds then outstanding.
Section 20. REMEDIES NOT EXCLUSIVE. (a) No remedy herein conferred or
reserved is intended to be exclusive of any other available remedy or remedies, but each and
every such remedy shall be cumulative and shall be in addition to every other remedy given
hereunder or under the Bonds or now or hereafter existing at law or in equity; provided,
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however, that notwithstanding any other provision of this Ordinance, the right to accelerate the
debt evidenced by the Bonds shall not be available as a remedy under this Ordinance.
(b) The exercise of any remedy herein conferred or reserved shall not be deemed a
waiver of any other available remedy.
(c) By accepting the delivery of a Bond authorized under this Ordinance, such Owner
agrees that the certifications required to effectuate any covenants or representations contained in
this Ordinancedo not and shall never constituteor give rise to a personal or pecuniary liability or
charge against the officers, employees or officials of the City or the Council.
Section 21. PRIOR ORDINANCE REPEALED. Ordinance No. 2026-1646, adopted by
the City Council on April 28, 2026 (the "Prior Ordinance"), is hereby repealed and replaced in its
entirety by the Council's adoption of this Ordinance. The City confirms that no action wastaken
by any Pricing Officer pursuant to the authority granted in the Prior Ordinance, and such
authority has been superseded and replaced with the authority granted by this Ordinance.
Section 22. 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.
--------------------------------------
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Schedule I
SCHEDULE OF ELIGIBLE REFUNDED OBLIGATIONS
City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of
Obligation, Series 2013
City of Coppell, Texas, Combination Tax and Limited Surplus Revenue Certificates of
Obligation, Series 2016
S-1
97
Exhibit A
FORM OF BOND
(a) The form of the Bond, 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 only 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 and with the Bonds to be completed with information set forth in the Pricing
Certificate. The Form of Bond as it appears in this Exhibit A shall be completed, amended and
modified by Bond Counsel to incorporate the information set forth in the Pricing Certificate, but
it is not required for the Form of Bond to be reproduced as an exhibit to the Pricing Certificate.
NO. R-__ UNITED STATES OF AMERICAPRINCIPAL
STATE OF TEXAS AMOUNT
CITY OF COPPELL, TEXAS, $_________
GENERAL OBLIGATION REFUNDING BOND,
SERIES 2026
INTEREST DELIVERYMATURITY
RATE DATE DATE CUSIP NO.
_______% June __, 2026 February 1, 20__
REGISTERED OWNER:
PRINCIPAL AMOUNT:
ON THE MATURITY DATE specified above, CITY OF COPPELL, TEXAS, in Dallas
and Denton Counties, Texas (the "City"), being a political subdivision of the State of Texas,
hereby promises to pay to the Registered Owner set forth above, or registered assigns
(hereinafter called the "registered owner") the principal amount set forth above, and to pay
interest thereon from the Delivery Date, on August 1, 2026 and on each February 1 and August 1
thereafter to the maturity date 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 or converted from 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
A-1
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maturity at the designated corporate trust office of U.S. Bank Trust Company, National
Association, Irving, 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 City required by the
ordinance authorizing the issuance of the Bonds (the "Bond Ordinance") to be on deposit with
the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft
shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on
each such interest payment date, to the registered owner hereof, at its address as it appeared on
the fifteenth day of the month next preceding each such date (the "Record Date") on the
Registration Books kept by the Paying Agent/Registrar, as hereinafter described. 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 City. 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 City covenants with the registered owner of this Bond that on or
before each principal payment date and interest payment date for this Bond it will make available
to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond
Ordinance, the amounts required to provide for the payment, in immediately available funds, of
all principal of and interest on the Bonds, when due.
IF THE DATE for any payment due 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 which is not such a Saturday,
Sunday, legal holiday, or day on which banking institutions are authorized to close, and payment
on such date shall have the same force and effect as if made on the original date payment was
due.
THIS BOND is dated as of May 1, 2026, authorized in accordance with the Constitution
and laws of the State of Texas in the principal amount of $_____ for the public purpose of (i)
refunding a portion of the City's outstanding debt and (ii) paying the costs incurred in connection
with the issuance of the Bonds.
THE BONDS ARE NOT subject to redemption prior to maturity at the option of the City.
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ALL BONDS OF THIS SERIES are issuable solely as fully registered Bonds, without
interest coupons, in the denomination of any integral multiple of $5,000. As provided in the
Bond Ordinance, this Bond 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
amount of fully registered Bonds, without interest coupons, payable to the appropriate registered
owner, assignee or assignees, as the case may be, having any authorized denomination or
denominations 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 authorized denomination 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 City. 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 or exchange of any 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 City,
resigns, or otherwise ceases to act as such, the City 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 City, and have been pledged for such payment, within the
limits prescribed by law.
THE CITY ALSO 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.
3
9:
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 City, and agrees that
the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each
registered owner hereof and the City.
IN WITNESS WHEREOF, the City has caused this Bond to be signed with the manual or
facsimile signature of the Mayor of the City and countersigned with the manual or facsimile
signature of the City Secretary of the City, and has caused the official seal of the City to be duly
impressed, or placed in facsimile, on this Bond.
___________________________________ ____________________________________
City Secretary Mayor
City of Coppell, Texas City of Coppell, Texas
(City Seal)
(b) Form of Paying Agent/Registrar's Authentication Certificate.
PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE
(To be executed if this Bond is not accompanied by an
executed Registration Certificate of the Comptroller
of Public Accounts of the State of Texas)
It is hereby certified that this Bond has been issued under the provisions of the Bond
Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or
replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a Series
which originally was approved by the Attorney General of the State of Texas and registered by
the Comptroller of Public Accounts of the State of Texas.
Dated: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
Irving, Texas,
Paying Agent/Registrar
_______________
By: __________________________
Authorized Representative
4
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(c) Form of Assignment.
ASSIGNMENT
(Please print or type clearly)
For value received, the undersigned hereby sells, assigns and transfers unto:
Transferee's Social Security or Taxpayer Identification Number:
Transferee's name and address, including zip code:
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 NOTICE: The signature above must
an eligible guarantor institution participating correspond with the name of the Registered
in a securities transfer association recognized Owner as it appears upon the front of this
signature guarantee program. Bond in every particular, without alteration or
enlargement or any change whatsoever.
(d) Form of Registration Certificate of the Comptroller of Public Accounts.
COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO.__________
I hereby certify that this Bond has been examined, certified as to validity, and approved
by the Attorney General of the State of Texas, and that this Bond has been registered by the
Comptroller of Public Accounts of the State of Texas.
Witness my signature and seal this_______________________.
Comptroller of Public Accounts
of the State of Texas
(COMPTROLLER'S SEAL)
5
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(e) Insertions for the Initial Bond.
(i) The initial Bond shall be in the form set forth in 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 (the "City"), being a political subdivision located in
Dallas and Denton Counties, 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 installments and bearing interest at the per annum rates set forth in
the following schedule:
Maturity Principal Interest
Date Amount Rate
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
The City 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 Delivery Date at the respective Interest
Rate per annum specified above. Interest is payable on August 1, 2026 and 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 Bondshall be numbered "T-1."
6
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Exhibit B
NOTICE OF DEFEASANCE AND REDEMPTION
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 2013 (the "Series 2013 Certificates"), maturing
on February 1 in the years and in the amounts shown below. Such Series 2013
Certificates have been called for redemption on June __, 2026 (the "Redemption
Date") at the redemption price of par and accrued interest to the Redemption Date
(the "Redemption Price"):
Maturity Principal CUSIPMaturity Principal CUSIP
DateAmountNumber DateAmount Number
2027$ 520,000 217482U97 2031 $ 620,000 217482V54
2028550,000 217482V21 2032 650,000 217482V62
2029575,000 217482V39 2033 675,000 217482V70
2030595,000 217482V47
On June __, 2026, funds were deposited with the paying agent/registrar for the Series 2013
Certificates in an amount sufficient to redeem the Series 2013 Certificates on the Redemption
Date, and such Series 2013 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 2013 Certificates to the paying agent/registrar
thereof.
Upon presentation of the Series 2013 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 2013 Certificates shall no longer bear interest.
CITY OF COPPELL, TEXAS
B-1
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NOTICE OF DEFEASANCE AND REDEMPTION
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 2016 (the "Series 2016 Certificates"), maturing
on February 1 in the years and in the amounts shown below. Such Series 2016
Certificates have been called for redemption on June __, 2026 (the "Redemption
Date") at the redemption price of par and accrued interest to the Redemption Date
(the "Redemption Price"):
Maturity Principal CUSIPMaturity Principal CUSIP
DateAmountNumber DateAmount Number
2027$ 520,000 2174822G2 2032 $ 625,000 2174822M9
2028535,000 2174822H0 2033 645,000 2174822N7
2029555,000 2174822J6 2034 675,000 2174822P2
2030575,000 2174822K3 *** *** ***
2031595,000 2174822L1 2036 1,430,000 2174822R8
On June __, 2026, funds were deposited with the paying agent/registrar for the Series 2016
Certificates in an amount sufficient to redeem the Series 2016 Certificates on the Redemption
Date, and such Series 2016 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 2016 Certificates to the paying agent/registrar
thereof.
Upon presentation of the Series 2016 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 2016 Certificates shall no longer bear interest.
CITY OF COPPELL, TEXAS
B-2
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MEMORANDUM
To:MayorandCity Council
From:Mindi Hurley, Director of Community Development
Date: June 9, 2026
Reference: Public Hearing: Hold a public hearing and consider approval of S-1113R3-SF-7, St
Constantine School, Lot 1, Block A, Corp Of Episcopal Diocese Dallas, a special use permit
revision to allow a private school with the maximum enrollment of 130 students to operate at the
Church of the Apostles located at 322 S MacArthur Blvd, at the southeast corner of Starleaf and
MacArthur at the request of Catharine Clayton of the Saint Constantine School.
2040: Create Business and Innovation Nodes
Introduction:
This item is presented for Council consideration of an amendment to St. Constantine School’s special
use permit to allow a maximum of 130 students instead of 100 students.
Background:
The Saint Constantine School is operating a private Christian school at the Church of the Apostles
location with a current enrollment maximum of 100 students. They are requesting to increase the
maximum number of students from 100 to 130 students. This is their third campus with the other two
being located in Houston and Pittsburgh.
th
The school offers classes fromPre-kindergarten-3 through 12 grade. The hours are Monday through
Friday from 8 a.m. to 4 p.m. and may extend to 5 p.m. for aftercare services in the upcoming year.
st
Enrollment for the 1 year includes 69students from 32 families. For the upcoming year, the school
has received 41 applications thus far. Not all students attend every day. There are 66 students in
attendance on Monday/Wednesday/Friday. There are 39 students in attendance on
Tuesday/Thursday and 3 students coming “a la carte”.
The only concernsstaff had initially with the original case were addressed by the Traffic Study &
Circulation Plan. The plan showed stacking internal to the site and not from Starleaf Street; therefore,
there was no conflict with Riverchase Elementary. The maximum vehicular queue was shown at 36
vehicles, with up to 3 vehicles shown loading/unloading at a time with staff members present to
assist. School staffconducted a car-line survey that showed a queue ranging from 2 to 17 cars, about
half of the maximum vehicular queue. As such, staff is in support of the request.
BenefittotheCommunity:
Provides additional educational options for the community.
1
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Legal Review:
The City Attorney was present at the Planning and Zoning Commission Meeting.
Fiscal Impact:
N/A
Recommendation:
The Planning and ZoningCommission(5-0) recommended APPROVAL of S-1113R3-SF-7, subject
tothe following conditions:
1. This private school shall be licensed and maintained in accordance with state law and may
provide instruction for PreKindergarten-3 through Twelfth (12th) grade.
2. The student enrollment capacity under this Special Use Permit shall not exceed 130
students.
2
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::
211
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