CP 2006-06-27
NOTICE OF CITY COUNCIL MEETING AND AGENDA
JUNE 27, 2006
DOUG STOVER, BILLY FAUGHT, Place 5
Mayor Mayor Pro Tem
TIM BRANCHEAU, Place 1 MARSHA TUNNELL, Place 4
JAYNE PETERS, Place 2 MARVIN FRANKLIN, Place 6
BRIANNA HINOJOSA-FLORES Place 3 BILL YORK, Place 7
JIM WITT, City Manager
MEETING TIME AND PLACE:
Call to Order 5:30 p.m. Council Chambers (Open to the Public)
Executive Session Immediately Following 1st Fl. Conf. Room (Closed to the Public)
Work Session Immediately Following 1st Fl. Conf. Room (Open to the Public)
Regular Session 7:00 p.m. Council Chambers (Open to the Public)
Notice is hereby given that the City Council of the City of Coppell, Texas will
meet in Regular Called Session on Tuesday, June 27, 2006, at 5:30 p.m. for
Executive Session, Work Session will follow immediately thereafter, and Regular
Session will begin at 7:00 p.m., to be held at Town Center, 255 Parkway
Boulevard, Coppell, Texas.
As authorized by Section 551.071(2) of the Texas Government Code, this
meeting may be convened into closed Executive Session for the purpose of
seeking confidential legal advice from the City Attorney on any agenda item
listed herein.
The City of Coppell reserves the right to reconvene, recess or realign the Work
Session or called Executive Session or order of business at any time prior to
adjournment.
The purpose of the meeting is to consider the following items:
ITEM # ITEM DESCRIPTION
REGULAR SESSION (Open to the Public)
1. Call to order.
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ITEM # ITEM DESCRIPTION
EXECUTIVE SESSION (Closed to the Public)
2. Convene Executive Session
A. Section 551.071, Texas Government Code - Consultation with City
Attorney.
1. The City of Coppell and Coppell Independent School District
opposition to a change of zoning request of the Billingsley
Corporation in the City of Dallas, Zoning Case Number Z045-
107; and City of Coppell vs. CB Parkway Business Center VI, et
al in the County Court at Law No. 3,; and CB Parkway Business
Center, et al vs. City of Coppell, et al.; and City of Dallas vs.
Douglas Stover, et al in the 191st District Court; and City of
Coppell, et al vs. City of Dallas, et al in the 101st District Court.
B. Section 551.087, Texas Government Code – Economic
Development Negotiations.
1. Economic Development Prospects on the west side of
Coppell.
WORK SESSION (Open to the Public)
3. Convene Work Session
A. Discussion regarding Fence Ordinance.
B. Presentation by Coppell PD on underage drinking strategy.
C. Review FY’07 Council Goals and associated staff work plan.
D. Discussion of Agenda Items.
Adjourn Work Session.
PUBLIC ANNOUNCEMENTS
Public Service Announcements concerning local civic events and no Council
action is required or permitted.
REGULAR SESSION (Open to the Public)
4. Convene Regular Session.
5. Invocation.
6. Pledge of Allegiance.
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ITEM # ITEM DESCRIPTION
7. Annual update by Judge Marian Moseley regarding the Coppell
Municipal Court.
8. Citizen's Appearances.
CONSENT AGENDA
9. Consider approval of the following consent agenda items:
A. Consider approval of minutes: June 13, 2006.
B. Consider approval of a Resolution supporting the North Central
Texas Council of Governments’ regional policy position regarding
the proposed Trans-Texas Corridor, and authorizing the Mayor to
sign.
C. Consider approval of a Resolution denying the request by Atmos
Energy Corporation to increase gas utility rates within the City of
Coppell, providing for notice hereof to said company, and
authorizing the Mayor to sign.
D. Consider approval of an Ordinance denying the request by Atmos
Energy Corporation to implement an annual gas reliability
infrastructure program rate increase for the third consecutive year,
providing for notice hereof to said company, and authorizing the
Mayor to sign.
E. Consider approval of entering into a supplemental agreement with
TXU Electric Delivery Company for street lighting services on East
Sandy Lake Road, from Kimbel Kourt to the east city limit line, in an
amount of $59,972.96 as provided for in CIP funds; and authorizing
the City Manager to sign.
F. Consider approval of a resolution authorizing the filing of a project
funds application with the North Central Texas Council of
Governments for a regional solid waste management local project,
and authorizing the Mayor to sign.
END OF CONSENT
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ITEM # ITEM DESCRIPTION
10. Consider and authorize City Manager to negotiate and execute a
purchase and sale agreement, and any other necessary agreements and
instruments related thereto, and the Mayor is authorized to execute the
appropriate conveyance for the transfer of Lot 1, Black A of the Crescent
Addition, approximately 2.1898 acres of land, to the Coppell Economic
Development Foundation, acting as an independent foundation, for the
resale of such property to Coppell Hard Eight, Ltd. for the construction of a
restaurant.
11. PUBLIC HEARING:
Consider approval of the designation of a reinvestment zone pursuant to
Section 312.201 of the Property Redevelopment and Tax Abatement Act.
The property to be considered for Reinvestment Zone designation is the
property described as Lot 1, Block A of Crescent Addition (2.1898 acres),
located at the southeast corner of Freeport Pkwy and Bethel Rd, Coppell,
Texas.
12. Consider approval of an Ordinance designating Coppell Hard Eight, Ltd.,
Reinvestment Zone No. 49, and authorizing the Mayor to sign.
13. Consider approval of a Resolution approving a Tax Abatement
Agreement between the City of Coppell and Coppell Hard Eight, Ltd.,
and authorizing the Mayor to sign.
14. Discuss and consider approval of an Economic Development Agreement
by and between the City of Coppell and C oppell Hard Eight, Ltd., and
authorizing the Mayor to sign.
15. Necessary action resulting from Work Session.
16. City Manager's Report.
A. Water Usage Update.
17. Mayor and Council Reports.
A. Report by Mayor Stover regarding 4th of July activities.
18. Council Committee Reports.
A. Carrollton/Farmers Branch ISD/Lewisville ISD - Councilmember
Tunnell.
B. Coppell ISD - Mayor Pro Tem Faught and Councilmember York.
C. Coppell Seniors – Mayor Pro Tem Faught and Councilmember
Brancheau.
D. Dallas Regional Mobility Coalition - Councilmember Peters.
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ITEM # ITEM DESCRIPTION
E. Economic Development Committee - Councilmembers Peters and
Franklin.
F. Metrocrest Hospital Authority - Councilmember Tunnell.
G. Metrocrest Medical Foundation - Councilmember Hinojosa-Flores.
H. Metrocrest Medical Services - Councilmember Hinojosa-Flores.
I. Metrocrest Social Service Center – Councilmember York.
J. North Texas Council of Governments - Councilmember Peters.
K. NTCOG/Regional Emergency Management – Councilmember
Franklin.
L. North Texas Commission - Councilmember Brancheau.
M. Senior Adult Services - Mayor Pro Tem Faught.
19. Necessary Action Resulting from Executive Session.
Adjournment.
________________________________
Douglas N. Stover, Mayor
CERTIFICATE
I certify that the above Notice of Meeting was posted on the bulletin board at
the City Hall of the City of Coppell, Texas on this _________ day of
_________________, 2006, at __________________.
________________________________
Libby Ball, City Secretary
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DETAILED INFORMATION REGARDING THIS AGENDA IS AVAILABLE ON
THE CITY'S WEBSITE (www.ci.coppell.tx.us) UNDER PUBLIC
DOCUMENTS, COUNCIL PACKETS.
PUBLIC NOTICES
STATEMENT FOR ADA COMPLIANCE
The City of Coppell acknowledges its responsibility to comply with the Americans With
Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require
special services (i.e. sign interpretative services, alternative audio/visual devices, and
amanuenses) for participation in or access to the City of Coppell sponsored public
programs, services and/or meetings, the City requests that individuals make requests for
these services forty-eight (48) hours ahead of the scheduled program, service and/or
meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or
other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX 1-800-735-2989).
IN COMPLIANCE WITH CITY OF COPPELL ORDINANCE NO. 95724
Carrying of a concealed handgun on these premises or at any official political meeting
in the City of Coppell is illegal.
Es ilegal llevar consigo un arma de fuego oculta, adentro de este edificio, o en
cualquier junta oficial de politica en la ciudad de Coppell.
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KEY TO COUNCIL GOALS ICONS
2006
Economic Development
• Aggressively pursue development partnership on Lesley tract
• Analyze large tract development opportunities
• Continue “hot spot” focus
• Develop strategy for use/sale of city-owned property
• Study revenue enhancements
• Continue focus on vacant retail revitalization
Quality Public Facilities & Infrastructure
• Examine funding opportunities for IMF
• Study continued use of ½-cent sales tax for parks
• Continue focus on local and regional transportation efforts
• Provide quality park and recreation facilities for all
Excellent City Services & High Citizen Satisfaction
• Continue strategic planning for future costs of service delivery
• Timely response with quality service delivery
• Initiate review and revisions of Code of Ordinances
• Develop methods to enhance communication efforts
• Promote citizen involvement
• Examine our effectiveness at participating in state/federal legislative process
Sense of Community
• Develop and support community special events
• Develop and support activities for teens
• Embark on a “Coppell 2025” vision effort
• Continue to evaluate cemetery issue
• Evaluate services and programs for our senior adult community
• Continue to partner with taxing entities serving our community, particularly our ISD’s
Fiscal Stability
• Continue and refine financial planning and forecasting
• Continue systematic management and reduction of debt and expenditures
• Balance expenditures with ability to maintain over time
• Perform cost analysis on all approved projects and programs prior to implementation
• Protect the sales tax base from Streamlined Sales Tax initiative
• Remain aware of external factors and developments that potentially impact the financial
condition of the city
Neighborhood Integrity & Code Enforcement
• Maintain communication with neighborhoods and the community
• Update the Master Plan and Zoning as required
• Continue proactive neighborhood integrity programs
• Access HOA common area maintenance expectations and obligations
Safe Community
• Maintain and improve existing excellent level of service
• Continue focus on Homeland Security
• Provide quality public education programs
• Continue traffic/speed control efforts
DEPT: City Manager
DATE: June 27, 2006
ITEM #: ES-2
AGENDA REQUEST FORM
EXECUTIVE SESSION
A. Section 551.071, Texas Government Code – Consultation with City Attorney.
1. The City of Coppell and Coppell Independent School District opposition to a change of
zoning request of the Billingsley Corporation in the City of Dallas, Zoning Case Number
Z045-107 and City of Coppell vs. CB Parkway Business Center VI, et al in the County
Court at Law No. 3, and CB Parkway Business Center et al vs. City of Coppell, et al.
2. Discussion with City Attorney regarding local regulation of alcoholic beverages pursuant
to Section 109.031, et seq. of the Texas Alcoholic Beverage Code.
B. Section 551.087, Texas Government Code – Economic Development Negotiations.
1. Economic Development Prospects on the west side of Coppell.
Agenda Request Form - Revised 02/04 Document Name: %executivesession
DEPT: City Secretary
DATE: June 27, 2006
ITEM #:WS-3
AGENDA REQUEST FORM
WORK SESSION
A. Discussion regarding Fence Ordinance.
B. Presentation by Coppell PD on underage drinking strategy.
C. Review FY’07 Council Goals and associated staff work plan.
D. Discussion of Agenda Items.
Agenda Request Form - Revised 02/04 Document Name: %worksession
MEMORANDUM
TO:Mr. Clay Phillips, Deputy City Manager
FROM:Kevin Richardson, Fire Chief
DATE:May 18, 2006
SUBJECT:Fence Ordinance
While reviewing Article 9-2 of the City of Coppell Code of Ordinances, staff discovered
several areas that City Council should provide feedback. Staff reviewed the fence
ordinances from Allen, Farmers Branch, Flower Mound, Frisco, Grapevine and Irving to
look for new trends.
First area of discussion is regarding the public view of the fence. Irving and several
other cities’ HOA’s have determined the finished side of the fence should be the side
visible to the public rights of ways. Currently, our ordinance does not specify which side
of the fence is exposed to the public view. Without being specific, we get inconsistent
installation.
Next area of discussion is the support material. Currently our ordinance specifies the
use of wood or metal posts. The city of Irving specifies the use of metal posts
exclusively. Staff believes the metal posts are sturdier and will provide a longer lasting
product.
Game fences are another potential discussion point. Ordinance currently restricts
fences to a maximum height of 8-feet, other communities (Flower Mound, Grapevine
and Irving) allow 12-foot game fences as long as they are placed in specific areas.
The disapproval of electrified fences was inadvertently omitted from the latest fence
ordinance and will need to be replaced.
We have a brief powerpoint presentation available and are available if you have any
additional questions or comments.
Attachment
SUMMARY OF FENCE ORDINANCE
Cities Surveyed
Allen, Farmers Branch, Flower Mound, Frisco, Grapevine and Irving
#1 Does your city regulate which side of the fence faces the public rights-of-way?
#2 Does your city regulate the type of support material used for typical residential
fence?
#3 Does your city allow game fences (ie, tennis or basketball court)?
#4 Does your city allow electrified fences?
Farmers Flower
Allen Branch Mound Frisco Grapevine Irving
#1 NO* NO NO* NO* NO YES
#2 NO* NO NO NO NO YES**
#3 NO NO YES*** NO YES YES****
#4 NO NO NO NO NO NO
* Some of the Home Owner Associations have written specifications in the
covenants.
** Metal support posts only, treated wood posts no longer permitted.
*** Ten (10) feet maximum height.
**** Twelve (12) feet maximum height.
DEPT: City Manager
DATE: June 27, 2006
ITEM #: 7
AGENDA REQUEST FORM
ITEM CAPTION: Annual update by Judge Marian Moseley regarding the Coppell Municipal Court.
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !Judge
DEPT: City Manager
DATE: June 27, 2006
ITEM #: 8
AGENDA REQUEST FORM
CITIZENS' APPEARANCES
ORDINANCE NO. 2001-964
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, ESTABLISHING RULES, TIMES AND
PROCEDURES FOR CONDUCTING CITY COUNCIL MEETINGS.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THE
FOLLOWING ARE HEREBY ADOPTED AS THE RULES, TIMES AND PROCEDURES FOR
CONDUCTING COUNCIL MEETINGS OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS:
The City of Coppell Code of Ordinances, Article 1-10 "Rules, Times and Procedures for Conducting City
Council Meetings," be, and the same is hereby, amended to read as follows:
"ARTICLE 1-10
RULES, TIMES AND PROCEDURES FOR CONDUCTING
CITY COUNCIL MEETINGS
". . .
1-10-6.2.1 CITIZENS APPEARANCE
Persons wishing to speak on any matter other than an item scheduled for a public hearing on the agenda, must sign
a register and list their residence address, provided by the City Secretary on a table outside the Council Chambers,
and such persons may be heard only at the "Citizens Appearance" portion of a regular meeting or special meeting.
Each speaker must state his or her name and address of residence. Presentations by individuals during the
"Citizens Appearance" shall be limited to two (2) minutes each. An individual speaker's time may be extended for
an additional two (2) minutes with the approval of a majority of the Council members present. There shall be a
cumulative limit of twenty (20) minutes allotted of any regular or special Council meeting. Those persons who
signed up to speak at the "Citizens Appearance" shall be called upon in the order that they have signed the
provided register. No personal attacks by any speaker shall be made against any member of the Council, Mayor,
individual, group or corporation (Charter Article 3, Section 3.12).
Agenda Request Form - Revised 09/02 Document Name: %citapp.doc
DEPT: City Secretary
DATE: June 27, 2006
ITEM #: 9/A
AGENDA REQUEST FORM
ITEM CAPTION:
Consider approval of minutes: June 13, 2006.
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
Agenda Request Form - Revised 02/04 Document Name: %minutes
MINUTES OF JUNE 13, 2006
The City Council of the City of Coppell met in Regular Called Session on
Tuesday, June 13, 2006, at 5:30 p.m. in the City Council Chambers of Town
Center, 255 Parkway Boulevard, Coppell, Texas. The following members were
present:
Doug Stover, Mayor
Billy Faught, Mayor Pro Tem
Tim Brancheau, Councilmember
Jayne Peters, Councilmember (late arrival)
Brianna Hinojosa-Flores, Councilmember
Marsha Tunnell, Councilmember
Marvin Franklin, Councilmember
Bill York, Councilmember
Also present were City Manager Jim Witt, City Secretary Libby Ball and City
Attorney Robert Hager.
1. Call to order.
Mayor Stover called the meeting to order, determined that a quorum was
present and convened into Executive Session.
EXECUTIVE SESSION (Closed to the Public)
2. Convene Executive Session
A. Section 551.071, Texas Government Code - Consultation
with City Attorney.
1. The City of Coppell and Coppell Independent School
District opposition to a change of zoning request of
the Billingsley Corporation in the City of Dallas,
Zoning Case Number Z045-107; and City of Coppell
vs. CB Parkway Business Center VI, et al in the
County Court at Law No. 3,; and CB Parkway
Business Center, et al vs. City of Coppell, et al.; and
City of Dallas vs. Douglas Stover, et al in the 191st
District Court; and City of Coppell, et al vs. City of
Dallas, et al in the 101st District Court.
B. Section 551.072, Texas Government Code – Deliberation
regarding Real Property.
1. Land sale West of Coppell Road and South of Bethel.
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Mayor Stover convened into Executive Session at 5:47 p.m. as allowed
under the above-stated article. Mayor Stover adjourned the Executive
Session at 6:16 p.m. and opened the Work Session.
WORK SESSION (Open to the Public)
3. Convene Work Session
A. Discussion regarding proposed Sex Offender Ordinance.
B. Discussion regarding appointment to the Economic
Development Foundation.
C. Discussion regarding Council Committee appointments.
D. Discussion of Agenda Items.
Councilmember Peters arrived during Work Session.
REGULAR SESSION (Open to the Public)
4. Convene Regular Session.
5. Invocation.
Pastor Rod Collver, Living Hope Church, led those present in the
Invocation.
6. Pledge of Allegiance.
Mayor Stover led those present in the Pledge of Allegiance.
7. Citizens' Appearances.
There was no one signed up to speak under this item.
CONSENT AGENDA
8. Consider approval of the following consent agenda items:
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A. Consider approval of minutes: May 18, 2006
May 23, 2006
May 30, 2006.
B. Consider approval of an Ordinance for Case No. PD-212-
LI, Freeport North, northern portion of Lot 1, Block 1,
(CitiFinancial), zoning change request from LI (Light
Industrial) to PD-212-LI (Planned Development-212-Light
Industrial), to amend the approved Site Plan to allow an
expansion to the off-street parking areas; to allow deficits
in parking and landscaping, and to allow additional site
modifications on 12.28 acres of property located at 1111
Northpoint Drive (southwest corner of Northpoint Drive
and Royal Lane), and authorizing the Mayor to sign.
C. Consider approval of an Ordinance for text amendments
to the Coppell Zoning Ordinance to add definitions and
regulations for hotels, motels and residence hotels,
specifically: amending Sec. 12-42-1, Special Definitions;
Sec. 12-30 Special Use Permits to allow a hotel, motel and
residence hotel by Special Use Permit in “HC” and. “H”
districts; delete these uses by Special Use Permit from
the “O”, “R” and “C” districts; amend Sec. 28A-1 to
delete these uses as permitted in the “H” district, and
further to add Sec. 12-30-18 Hotel, Motel and Residence
Hotel to provide development standards for these uses,
and authorizing the Mayor to sign.
Action:
Councilmember Peters moved to approve Consent Agenda Items A, B
carrying Ordinance No. 91500-A-433 and C carrying Ordinance No.
91500-A-434. Councilmember York seconded the motion; the motion
carried 7-0 with Mayor Pro Tem Faught and Councilmembers
Brancheau, Peters, Hinojosa-Flores, Tunnell, Franklin and York voting in
favor of the motion.
9. Consider approval of Northlake 635 Business Park, Lot 2, Block
B, (PSINet, Lot 1, Block A), Site Plan Amendment, to allow a
two-story, 27,200-square-foot addition (13,600-square feet per
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floor) to the existing Crestside Facilities building on 6.527
acres of property located at 1333 Crestside Drive.
Presentation:
Gary Sieb, Director of Planning, made a presentation to the Council.
Action:
Councilmember Tunnell moved to approve Northlake 635 Business Park,
Lot 2, Block B, (PSINet, Lot 1, Block A), Site Plan Amendment, to allow a
two-story, 27,200-square-foot addition (13,600-square feet per floor) to
the existing Crestside Facilities building on 6.527 acres of property
located at 1333 Crestside Drive, subject to the following conditions:
1) The new addition shall be designed using brick with steel framework
adjacent to fire lane, so that any potential wall failure during fire
conditions will minimize chance of failure into collapse zone.
2) A tree removal permit will be required prior to start of construction.
3) Contact Jeff Curry at 972-888-1330 to discuss electric load
requirements.
4) Verify all provided tree calculations for each landscaping category
(Perimeter, Non-vehicular and Interior).
Mayor Pro Tem Faught seconded the motion; the motion carried 7-0 with
Mayor Pro Tem Faught and Councilmembers Brancheau, Peters,
Hinojosa-Flores, Tunnell, Franklin and York voting in favor of the
motion.
10. PUBLIC HEARING:
Consider approval of Northlake 635 Business Park, Lot 2, Block
B, (PSINet, Lot 1, Block A), Replat, to relocate the fire lane to
accommodate the two-story, 27,200-square-foot addition
(13,600-square feet per floor) to the existing Crestside
Facilities building on 6.527 acres of property located at 1333
Crestside Drive.
Presentation:
Gary Sieb, Director of Planning, made a presentation to the Council.
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Public Hearing:
Mayor Stover opened the Public Hearing and advised that no one had
signed up to speak on this proposal.
Action:
Councilmember Tunnell moved to close the Public Hearing and approve
Northlake 635 Business Park, Lot 2, Block B, (PSINet, Lot 1, Block A),
Replat, to relocate the fire lane to accommodate the two-story, 27,200-
square-foot addition (13,600-square feet per floor) to the existing
Crestside Facilities building on 6.527 acres of property located at 1333
Crestside Drive, subject to the following conditions:
1) Water lines 10” in diameter and smaller shall be Class 200, DR-14.
Please modify the utility notes accordingly.
2) Construction plans should be submitted for review and construction
permit should be applied for through the Engineering Department.
Councilmember York seconded the motion; the motion carried 7-0 with
Mayor Pro Tem Faught and Councilmembers Brancheau, Peters,
Hinojosa-Flores, Tunnell, Franklin and York voting in favor of the
motion.
11. PUBLIC HEARING:
Consider approval of Freeport North, Lot 1R1 and 1R2, Block
1, Replat to subdivide Lot 1 into two lots and to retain the
existing developments on 27.85 acres of property located along
the west side of Royal Lane between Northpoint Drive and
Gateview Boulevard.
Presentation:
Gary Sieb, Director of Planning, made a presentation to the Council.
Public Hearing:
Mayor Stover opened the Public Hearing and advised that no one had
signed up to speak on this proposal.
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Action:
Mayor Pro Tem Faught moved to close the Public Hearing and approve
Freeport North, Lot 1R1 and 1R2, Block 1, Replat to subdivide Lot 1 into
two lots and to retain the existing developments on 27.85 acres of
property located along the west side of Royal Lane between Northpoint
Drive and Gateview Boulevard, subject to the following condition:
1) Provide a Property Association Agreement between Lots 1R1 and 1R2,
Block 1 for the maintenance of the shared utilities located within the
private utility easements.
Councilmember Franklin seconded the motion; the motion carried 7-0
with Mayor Pro Tem Faught and Councilmembers Brancheau, Peters,
Hinojosa-Flores, Tunnell, Franklin and York voting in favor of the
motion.
12. Consider approval of an Ordinance of the city of Coppell
making it unlawful for certain sex offenders to reside within
1,000 feet of premises where children gather, and authorizing
the Mayor to sign.
Presentation:
City Manager Jim Witt made a presentation to the Council.
Action:
Councilmember Tunnell moved to approve Ordinance No. 2006-1126 of
the city of Coppell making it unlawful for certain sex offenders to reside
within 1,000 feet of premises where children gather, and authorizing the
Mayor to sign. Councilmember Hinojosa-Flores seconded the motion; the
motion carried 7-0 with Mayor Pro Tem Faught and Councilmembers
Brancheau, Peters, Hinojosa-Flores, Tunnell, Franklin and York voting in
favor of the motion.
13. Consider appointments to Council Committees.
Presentation:
Mayor Stover read the proposed appointments for the record.
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Action:
Councilmember York moved to approve the following Council Committee
appointments:
A. Carrollton/Farmers Branch ISD/Lewisville ISD – Tunnell
B. Coppell ISD – Faught and York
C. Coppell Seniors – Brancheau and Faught
D. Dallas Regional Mobility Coalition – Peters
E. Economic Development Committee – Peters and Franklin
F. Metrocrest Hospital Authority – Tunnell
G. Metrocrest Medical Foundation – Hinojosa-Flores
H. Metrocrest Medical Services – Hinojosa-Flores
I. Metrocrest Social Service Center – York
J. North Texas Council of Governments – Peters
K. NTCOG/Regional Emergency Management – Franklin
L. North Texas Commission – Brancheau
M. Senior Adult Services – Faught
Councilmember Brancheau seconded the motion; the motion carried 7-0
with Mayor Pro Tem Faught and Councilmembers Brancheau, Peters,
Hinojosa-Flores, Tunnell, Franklin and York voting in favor of the
motion.
14. A. Consider approval of resignation of Marvin Franklin from
the Coppell Economic Development Foundation; and
B. Consider approval of appointment of a member to fill the
vacant unexpired Regular term on the Coppell Economic
Development Foundation, term to expire July 2006.
Action:
Councilmember Tunnell moved to accept the resignation of Marvin
Franklin from the Coppell Economic Development Foundation and
appoint Bill Lowery to fill the vacancy. Councilmember Peters seconded
the motion; the motion carried 7-0 with Mayor Pro Tem Faught and
Councilmembers Brancheau, Peters, Hinojosa-Flores, Tunnell, Franklin
and York voting in favor of the motion.
15. Necessary action resulting from Work Session.
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There was no action necessary under this item.
16. City Manager's Report.
A. Water Usage Update.
A. City Manager, Jim Witt gave a report on City water usage and
stated that the City of Coppell is doing well with conserving water.
17. Mayor and Council Reports.
A. Report by Mayor Stover regarding Metroplex Mayors’
Meeting.
B. Report by Mayor Stover regarding Council Retreat.
C. Report by Mayor Stover regarding Update on Beer and
Wine Petition.
A. The Mayor gave a report regarding the Metroplex Mayor’s Meeting
and it’s guest speaker, the Publicity Director of the Collegiate
Baseball League and how the level of attendance and support is
very low; and the 10th Anniversary of the Dart Light Rail.
B. The Mayor gave a report on the Council Retreat and what was
accomplished.
C. The Mayor gave a report on the Beer and Wine Petition and it’s
progress and potential inclusion in the November General Election.
18. Necessary action resulting from Executive Session.
There was no action necessary under this item.
There being no further business to come before the City Council, the meeting
was adjourned.
____________________________________
Douglas N. Stover, Mayor
ATTEST:
____________________________________
Libby Ball, City Secretary
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DEPT: City Manager
DATE: June 27, 2006
ITEM #: 9/B
AGENDA REQUEST FORM
ITEM CAPTION: Consider approval of a Resolution supporting the North Central Texas Council of
Governments’ Regional policy position regarding the proposed Trans-Texas Corridor, and authorizing the Mayor
to sign.
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !RTC
RESOLUTION NO. ________________________
A RESOLUTION BY THE CITY OF COPPELL SUPPORTING THE
NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS’ REGIONAL
POLICY POSITION REGARDING THE PROPOSED TRANS-TEXAS
CORRIDOR.
WHEREAS,the public policy initiatives currently included in the Dallas NAFTA Trade
Corridor project are an inland/agile port system, a linear/foreign trade zone, an
inland port of pre-clearance, and a cargo airport, and these initiatives will expand
as the project further develops; and
WHEREAS,the Dallas NAFTA Trade Corridor project relies on the current and future
movement of international trade and commerce along existing infrastructure,
including highway and rail, through southern Dallas County; and
WHEREAS,Union Pacific Railroad invested $100 million in the southern sector of Dallas
County for the Dallas Intermodal Terminal in 2005, a state-of-the-art intermodal
facility that can accommodate 365,000 lifts per year; and
WHEREAS,the NAFTA highway from Laredo, Texas to Detroit, Michigan and the freight
movement corridor, including rail and highway, from the ports of Los Angeles
and Long Beach in the west coast of the U.S. are significant contributors to
economic development in Dallas County; and
WHEREAS,the alignment of the Trans-Texas Corridor 35 (TTC-35) proposed by the Texas
Department of Transportation and the Texas Transportation Commission in the
Draft Environmental Impact Statement unveiled in April 2006 would reroute the
movement of commerce and the related jobs associated therewith away from the
southern sector of Dallas County; and
WHEREAS,the Regional Transportation Council (RTC) and the North Central Texas Council
of Governments have passed a resolution establishing a regional policy position
regarding the alignment of TTC-35; and
WHEREAS,the city of Coppell agrees with the policy position established by the RTC
regarding TTC-35 (see attached map).
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS, THAT:
The city of Coppell fully supports the Regional Transportation Council’s Regional Policy
Position regarding TTC-35 and strongly encourages all other cities and counties in North Texas
to do likewise.
The city of Coppell supports the vision of the proposed Trans-Texas Corridor; however, opposes
the proposed alignment of TTC-35 in the Draft Environmental Impact Statement unveiled by the
Texas Department of Transportation (TxDOT) in April 2006, including the proposed alignments
by TxDOT and Cintra/Zachary of an auto/truck corridor to the east of Dallas County and a rail
corridor to the west of Tarrant County.
The city of Coppell recognizes the benefits of trade and commerce, and also recognizes the need
to balance the benefits of trade and commerce with the congestion and air quality issues that are
also affiliated with trade and commerce.
The city of Coppell, Texas circulate this Resolution widely to interested parties including the
Governor of Texas, the Lieutenant Governor, the Speaker of the House, the Senate
Transportation and Homeland Security Committee, the House Transportation Committee,
members of the Texas Legislature, the Texas Transportation Commission, the Executive Director
of the Texas Department of Transportation, the media and others, and is so accordingly ordered.
DULY PASSED and approved by the City Council of the city of Coppell, Texas, on this the
_______ day of June 2006.
APPROVED:
___________________________________
DOUGLAS N. STOVER, MAYOR
ATTEST:
____________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
__________________________________
ROBERT E. HAGER, CITY ATTORNEY
DEPT: Finance
DATE: June 27, 2006
ITEM #: 9/C
AGENDA REQUEST FORM
ITEM CAPTION: Consider approval of a Resolution denying the request by Atmos Energy Corporation to
increase gas utility rates within the City of Coppell, providing for notice hereof to said company, and authorizing
the Mayor to sign.
GOAL(S):
EXECUTIVE SUMMARY: Based on our legal counsel's recommendation and our consultants' initial review of
the rate increase filings, staff believes Atmos' rate increase request is unjustified and unreasonable. Therefore, staff
is recommending the Resolution denying Atmos' system-wide rate increase request be approved.
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: $AtmosEnergyRes-1AR
816 Congress Avenue, Suite 1900
Austin, Texas 78701
Telephone: (512) 322-5800
Facsimile: (512) 472-0532
www.lglawfirm.com
Mr. Gay’s Direct Line: (512) 322-5875
Email: ggay@lglawfirm.com
CONFIDENTIAL
ATTORNEY/CLIENT COMMUNICATION
M E M O R A N D U M
TO: Atmos Cities That Did Not Pass Show Cause Resolutions
FROM: Geoffrey M. Gay, Georgia Crump, Kristen Doyle
DATE: June 1, 2006
RE: Denial Of Atmos Rate Increase Request
Attached please find a denial resolution to be used in denying the system-wide rate increase
request filed by Atmos Gas on May 31, 2006. Action must be taken before the proposed July 5, 2006
effective date or higher rates may be imposed by Atmos.
According to information provided by the Company, this filing will increase the Company’s
revenues by $61 million annually, or 3.6%. The average residential bill will increase 5.36%, or by
approximately $4.02 per month. Commercial customers will see their average bill increase by 5.25%, or
by approximately $17.16 per month.
Under ordinary circumstances, our advice would be for cities to suspend the effective date to
allow cities to take 90 days to study a rate filing and exercise their original jurisdiction. However, this
filing by Atmos is in direct response to the actions of 88 coalition cities who exercised their original
jurisdiction late last year by passing show cause resolutions requiring Atmos to justify its current rates.
By agreement between the Atmos Cities Steering Committee and the Company, all 88 of the show cause
cities are deemed to have reduced Atmos’ rates and eliminated GRIP surcharges effective May 31, 2006.
Logically, if we were to advise you now to suspend the Company’s application, we would only be back
several months from now advising you to adopt a rate ordinance consistent with the rate reduction
ordinance previously adopted by show cause cities. Stated another way, Atmos’ rate filing is unusual in
that it is primarily a defensive effort to support their appeal of the rate reduction ordinances passed by the
show cause cities and a necessary step to guarantee that system-wide rates are implemented following a
final Railroad Commission order on the appeal of city ordinances.
The attached denial resolution endorses the efforts of the show cause cities to reduce Atmos’ rates,
and should be used instead of the document suggested by Atmos. Since the denial of Atmos’ rate increase
is not a change of Atmos’ rates, a resolution rather than an ordinance may suffice under your charter (if
applicable). Additionally, ordinances may require multiple readings, but the resolution requires just one
reading. You should be sure to check with your city attorney if you have any questions regarding the
number of readings you will require.
If you have any questions or concerns, please give one of us a call.
1668\13\Updates to Cities\mmo060601gnc
RESOLUTION NO. _________________
A RESOLUTION OF THE CITY OF COPPELL ENDORSING THE
EFFORTS OF THE ATMOS CITIES STEERING COMMITTEE TO
REDUCE RATES OF ATMOS ENERGY CORP., MID-TEX DIVISION;
DENYING ATMOS ENERGY CORP., MID-TEX DIVISION’S
STATEMENT OF INTENT TO INCREASE THE GAS UTILITY RATES
WITHIN THE CITY; AUTHORIZING INTERVENTION IN ANY
NECESSARY PROCEEDINGS AFFECTING CITY’S INTERESTS
BEFORE ADMINISTRATIVE OR JUDICIAL BODIES AND
PARTICIPATION WITH THE ATMOS CITIES STEERING
COMMITTEE; REQUIRING REIMBURSEMENT OF REASONABLE
LEGAL AND CONSULTANT EXPENSES; FINDING THAT THE
MEETING AT WHICH THIS RESOLUTION IS ADOPTED IS OPEN TO
THE PUBLIC AS REQUIRED BY LAW; AND REQUIRING DELIVERY
OF THIS RESOLUTION TO THE COMPANY AND LEGAL COUNSEL.
WHEREAS, the City of Coppell (“City”) is a regulatory authority under the Gas Utility
Regulatory Act (“GURA”) and has original jurisdiction over the gas utility rates of Atmos
Energy Corp., Mid-Tex Division (the “Company”); and
WHEREAS, at least 88 Texas municipalities served by the Company required the
Company to file rate filing packages with those cities to show cause regarding the reasonableness
of the Company’s current rates in those cities (the “Show Cause Cities”); and
WHEREAS, at least 53 Show Cause Cities have adopted ordinances reducing the
Company’s rates to be charged to all customers within those cities; and
WHEREAS, the Company has appealed those rate ordinances of the Show Cause Cities
to the Railroad Commission of Texas under the provisions of the Gas Utilities Regulatory Act;
and
WHEREAS, the Company filed with the City on or about May 31, 2006, its Statement of
Intent to increase gas utility rates within the City effective July 5, 2006; and
1668\14\res060601 Denial Res Non SC Cities 1
WHEREAS, the City has original jurisdiction to evaluate the Company’s request as it
pertains to customers of the Company served from the distribution facilities located within the
City, pursuant to GURA §§ 102.001(b) and 103.001;
WHEREAS, the appeal of the Company’s Statement of Intent to increase rates will be
consolidated with the appeals of the Show Cause Cities; and
WHEREAS, GURA § 103.022 provides that costs incurred by the City in ratemaking
activities are to be reimbursed by the regulated utility;
WHEREAS, the City wishes to participate with the Atmos Cities Steering Committee
(“ACSC”) and be represented by attorneys and consultants representing ACSC;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1. That the City endorses the efforts of ACSC to reduce the rates charged by
the Company within the boundaries of member cities.
SECTION 2. That the Company’s Statement of Intent to increase gas utility rates within
the City, as part of the Company’s statewide gas utility system, be denied in all respects.
SECTION 3. That it is in the best interests of the customers of the Company within the
City for the City to participate through the ACSC in the appeals filed by the Company to the
Railroad Commission of Texas, and the City’s intervention in Railroad Commission proceedings
and any litigation associated with the Company’s rates charged in the City is hereby authorized.
SECTION 4. That the Company shall promptly reimburse the City’s reasonable costs
associated with the City’s participation in ratemaking proceedings and associated litigation.
1668\14\res060601 Denial Res Non SC Cities 2
1668\14\res060601 Denial Res Non SC Cities 3
SECTION 5. That it is hereby officially found and determined that the meeting at which
this Resolution is adopted is open to the public as required by law and the public notice of the
time, place, and purpose of said meeting was given as required.
SECTION 6. A copy of this Resolution shall be sent to Atmos Mid-Tex, care of Richard
T. Reis, at Atmos Energy Corporation, 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240, and
to Geoffrey Gay, legal counsel to ACSC, at Lloyd Gosselink Blevins Rochelle & Townsend,
P.C., P.O. Box 1725, Austin, Texas 78767-1725.
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ______ day of __________, 2006.
APPROVED:
____________________________________
Douglas N. Stover, Mayor
ATTEST:
____________________________________
Libby Ball, City Secretary
APPROVED AS TO FORM:
_____________________________
City Attorney
DEPT: Finance
DATE: June 27, 2006
ITEM #: 9/D
AGENDA REQUEST FORM
ITEM CAPTION: Consider approval of an Ordinance denying the request by Atmos Energy Corporation to
implement an annual gas reliability infrastructure program rate increase for the third consecutive year, providing
for notice hereof to said company, and authorizing the Mayor to sign.
GOAL(S):
EXECUTIVE SUMMARY: On March 31, 2006, Atmos Energy Corporation filed with the City of Coppell a
request for the third consecutive year for an annual gas reliability infrastructure program (GRIP) rate increase for
our customers. Based on our gas rate attorney's recommendation, the City of Coppell is being advised to deny this
request. This will delay the effective date of the new surcharge and allow the City and our consultants more time to
review and negotiate a possible settlement related to this filing. This GRIP rate increase request was originally
suspended at the City of Coppell Council Meeting on May 23, 2006.
Based on our legal counsel's recommendation and our consultants' review of the rate increase filings, staff believes
Atmos' rate increase request is unjustified, unreasonable and is not in complete compliance with the GRIP statute.
Therefore, staff is recommending the Ordinance denying Atmos' GRIP rate increase request be approved.
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: $AtmosEnergy-1AR
MODEL STAFF REPORT
ON ATMOS MID-TEX GRIP DENIAL ORDINANCE
Purpose of the Ordinance:
Atmos Mid-Tex filed its third surcharge request under the Gas Reliability Infrastructure
Program (“GRIP”) statute, seeking to add additional surcharges on top of the 2003 and 2004
GRIP surcharges already approved by the Railroad Commission. The 2005 surcharges are $0.51
on all residential customers, $1.75 for commercial customers, and $78.47 for industrial
customers. If this third surcharge were to be approved, the total amount of surcharges resulting
from the GRIP statute would be $1.09/month for residential customers, $3.68/month for
commercial customers, and $151.96/month for industrial customers. The ordinance denies the
2005 surcharge request on the grounds that it does not comply with the law and is not reasonable,
and also because it is duplicative of the Company’s Statement of Intent filing for the same period
of time.
What is GRIP:
GRIP is piecemeal ratemaking and would be illegal under traditional ratemaking in the
public interest. Atmos persuaded the legislature in 2003 to make an exception to the prohibition
against piecemeal ratemaking to encourage increased investment in distribution pipe by allowing
prompt recovery despite the possibility that increased revenues and declining costs would more
than offset increased investment.
Observations on the Filing:
The following problems have been identified in this filing: (i) the capital structure and
component costs used by Atmos do not represent Atmos Energy’s costs, but are proxies based on
TXU Gas’ circumstances; (ii) the rate base amounts used show enormous and unexplained
increases over the amounts in both 2003 and 2004 that are not shown to be reasonable; and (iii)
the Statement of Intent filed today with the Commission and the Cities also includes Atmos’
2005 investment, making the 2005 GRIP filing unnecessary and creating the potential for
double-counting and double-recovery for this investment.
Once the GRIP surcharge is in place, it is updated annually until the next general rate
case; however, that next case can be delayed by the Company for more than five years. On
May 31, 2006, the Company filed a Statement of Intent to increase its rates with the Railroad
Commission and the Cities. The test year used for that filing is the calendar year ending
December 31, 2005, which is the same period of time covered by this latest GRIP filing. Thus,
the capital investment made by Atmos during 2005 is the subject of two proceedings – this GRIP
filing and the Statement of Intent. Because the 2005 capital investment will be reviewed in the
Statement of Intent filing, the GRIP filing for 2005 is superfluous, duplicative, and unnecessary.
1668\15\oth060531 Model Staff Report 2
Explanation of “Be It Resolved” Paragraphs:
1. This paragraph sets out the finding that the Company’s request is unreasonable,
duplicative, and unnecessary.
2. This paragraph authorizes participation in a Steering Committee and coordinated
control over legal counsel and consultants.
3. This paragraph notifies the Company that the City expects reimbursement of its
expenses associated with its review of the filing.
4. This paragraph authorizes the City to intervene in the Company’s appeal of the
ordinance to the Railroad Commission and in any related litigation.
5. This paragraph provides for an immediate effective date.
6. This paragraph cites conformance with the Open Meetings Act.
7. This paragraph directs that a copy of the signed ordinance be sent to a
representative of the Company and a representative of the coalition of cities.
816 Congress Avenue, Suite 1900
Austin, Texas 78701
Telephone: (512) 322-5800
Facsimile: (512) 472-0532
www.lglawfirm.com
Ms. .Crump’s Direct Line: (512) 322-5832
Email: gcrump@lglawfirm.com
M E M O R A N D U M
TO: All Atmos Mid-Tex Gas Cities
FROM: Geoffrey Gay
Georgia Crump
Kristen Doyle
DATE: May 31, 2006
RE: Status Update –Atmos GRIP 3 Filing
CONFIDENTIAL/ATTORNEY-CLIENT COMMUNICATION
Atmos GRIP 3 (2005) Filing
■ Attached is a denial ordinance that must be adopted by the City on or before
July 13, 2006.
By law, all cities that suspended the effective date of the GRIP 3 surcharge must take
final action on or before July 13, 2006.
After review of the Company’s GRIP filing for the 2005 rate year, we recommend that
the City adopt the attached ordinance denying the requested surcharge. As explained further in
the attached memorandum from the Cities’ consultant, and as summarized in the attached Model
Staff Report: (i) the capital structure and component costs used by Atmos do not represent
Atmos Energy’s costs, but are proxies based on TXU Gas’ circumstances; (ii) the rate base
amounts used show enormous and unexplained increases over the amounts in both 2003 and
2004 that are not shown to be reasonable; and (iii) the Statement of Intent filed today with the
Commission and the Cities also includes Atmos’ 2005 investment, making the 2005 GRIP filing
unnecessary and creating the potential for double-counting and double-recovery for this
investment.
Notify Us
As always, if you have any questions regarding anything we send to you or need
additional information, please contact us or our paralegal, Barbara Kimmell, at (512) 322-5871
or bkimmell@lglawfirm.com.
1668\15\updates to cities\mmo060531
R.J. Covington Consulting, LLC (512) 331-4949
11044 Research Boulevard, Suite A-325 Fax: (512) 331-5743
Austin, Texas 78759 www.RJCovington.com
May 30, 2006
MEMO TO : Geoffrey Gay, Georgia Crump
FROM : Karl Nalepa
SUBJECT : Atmos Energy Mid Tex 2005 GRIP Recommendation
On March 31, 2006 Atmos Energy Mid Tex (Atmos) filed with Cities its latest Gas
Reliability Infrastructure Program (GRIP) request to implement a surcharge to recover
its incremental utility investment made during 2005, in accordance with Texas Utilities
Code §104.301. This filing follows similar requests to implement a surcharge on
investments made in 2003 and 2004. A summary of the request is shown in Figure 1.
Figure 1
Rate Class 2003 GRIP 2004 GRIP 2005 GRIP
(requested)
Residential $ 0.29 $ 0.29 $ 0.51
Commercial $ 0.96 $ 0.97 $ 1.75
Industrial / Transport
$31.85 $41.64 $78.47
In the two prior filings, the Cities found that the surcharges were excessive and
unwarranted and denied implementation. The Company subsequently appealed the
Cities’ decisions to the Texas Railroad Commission (RRC), which ultimately granted the
surcharges. RJ Covington Consulting has reviewed the latest filing and based on the
following reasoning, recommends that the Company’s request to implement the current
GRIP surcharge be denied.
Rate of Return
As argued in prior filings, the parameters applied by Atmos to calculate its proposed
surcharge are based on a different company - TXU Gas – from which the utility assets
were acquired effective October 2004. In particular, the capital structure and component
costs do not represent Atmos Energy’s costs. As a result, the filing overstates the
allowed return for Atmos. An example of the impact is shown in Figure 2, where the
GUD 9400 approved composite rate of return is compared to Atmos’ rate of return based
on components reported in its December 31, 2005 Form 10Q.
June 9, 2006
2
Figure 2
TXU Gas - GUD 9400 Atmos Energy - Form 10Q
Ratio Cost Total Ratio Cost Total
Debt 48.3% 6.57% 3.173% 57.12% 5.40% 3.086%
Preferred
Stock 1.9% 5.51% 0.105% - - -
Common
Equity 49.8% 10.00% 4.980% 42.88% 10.00% 4.288%
Return 8.258% 7.374%
Rate Base
Atmos claims $117 million in incremental investment in 2005. This compares to $88
million in 2004 and $74 million in 2003. Of the 2005 total, $10.9 million is the result of
plant additions assigned to Mid Tex from Atmos’ shared services. This same issue arose
in the analysis of Atmos’ show cause filing, and represents plant assets of Atmos Energy
that have been allocated to Mid Tex since its acquisition from TXU. Atmos has not
shown that it is reasonable to recover these affiliated assets from Mid Tex ratepayers.
A related rate base issue is reflected in the Company’s associated Earning Monitoring
Report. The report more than tripled the booked amount of materials & supplies in rate
base (from $633 thousand to $2.4 million) as a result of the assignment of Atmos’ shared
services amounts. Similarly, Atmos increased prepayments in rate base by $6.9 million
(from $140 thousand to $7.0 million) as a result of assigned shared services amounts.
Again, these affiliated assets have not been shown to be reasonable.
Pending Atmos Mid Texas Rate Filing
The overriding problem with implementing the 2005 GRIP surcharge is that the GRIP
investment year coincides with the test year of the imminent rate filing. Atmos’ rate
filing will also include its 2005 investment, so at the very least the GRIP surcharge is
unnecessary and creates the opportunity to double count return on these plant
investments. If the surcharge is approved, even on an interim basis subject to refund,
the Company will be allowed to collect twice on its investment until its next filed rate
case some 5 or more years from now. This is clearly not in the public interest. Further, if
the GRIP surcharge is approved, it would create a complicated restating of plant assets
in the next rate case to undo the over-collection. This is not efficient, nor is it likely to
result in refunds to the same customers that originally paid the surcharge.
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DENYING THE
REQUEST OF ATMOS ENERGY CORP., MID-TEX DIVISION, FOR AN
ANNUAL GAS RELIABILITY INFRASTRUCTURE PROGRAM (GRIP)
RATE INCREASE IN THIS MUNICIPALITY, AS A PART OF THE
COMPANY’S STATEWIDE GAS UTILITY DISTRIBUTION SYSTEM;
APPROVING COOPERATION WITH OTHER CITIES WITHIN THE
ATMOS ENERGY CORP., MID-TEX DIVISION DISTRIBUTION
SYSTEM AS PART OF THE ATMOS CITIES STEERING COMMITTEE
(ACSC); AUTHORIZING ACSC TO HIRE LEGAL AND CONSULTING
SERVICES AND TO NEGOTIATE WITH THE COMPANY AND DIRECT
ANY NECESSARY LITIGATION; AUTHORIZING INTERVENTION AS
PART OF ACSC IN ANY APPEAL OF THE CITY’S ACTION TO THE
RAILROAD COMMISSION; PROVIDING A REQUIREMENT FOR A
PROMPT REIMBURSEMENT OF COSTS INCURRED BY THE CITY;
FINDING THAT THE MEETING AT WHICH THIS ORDINANCE IS
PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND
PROVIDING FOR NOTICE OF THIS ORDINANCE TO ATMOS
ENERGY CORP., MID-TEX DIVISION.
WHEREAS, on or about March 30, 2006, Atmos Energy Corp., Mid-Tex Division, (the
“Company”) filed with the City a request for an annual gas reliability infrastructure program
(“GRIP”) rate increase for customers on the Company’s statewide gas utility system to be
effective May 30, 2006; and
WHEREAS, the City has exclusive original jurisdiction to evaluate the Company’s
request as it pertains to the distribution facilities located within the City, pursuant to Texas
Utilities Code §§ 102.001(b) and 103.001; and
WHEREAS, it is reasonable for the City to cooperate with other cities in a coalition of
cities in opposition to the Company’s filing at the Railroad Commission (“Commission”), said
coalition being known as Atmos Cities Steering Committee (“ACSC”), in any appeal of the
cities’ actions to the Commission; and
WHEREAS, the Gas Utility Regulatory Act (“GURA”) grants local regulatory authorities
the right to intervene in rate proceedings filed at the Railroad Commission; and
WHEREAS, the Texas Utilities Code § 103.022 provides that costs incurred by the City
in ratemaking activities are to be reimbursed by the regulated utility; and
WHEREAS, counsel for ACSC, upon review of the Company’s filing and upon
consultation with various consultants, recommends finding that the Company’s proposal is
unjustified and unreasonable; and
1668\15\ord060531 Model Ordinance Denying 1
WHEREAS, the Company has publicly stated that it will receive substantial profit in
2005 and that its expenses are substantially below those on which the GUD No. 9400 rates it is
charging were based; and
WHEREAS, the Company’s GRIP request fails to account for growth in numbers of
customers, thereby undercounting the revenues it will receive from its proposed GRIP rate
increase; and
WHEREAS, the Company’s GRIP request fails to recognize that GUD No. 9400 rates
included profit based on TXU Corporation’s capital structure rather than Atmos Energy Corp.’s
current capital structure, which justifies a lower rate of return; and
WHEREAS, under the provisions of § 104.301 of GURA, the interim rate adjustment is
subject to true-up in a general rate case filed within five years of the effective date of the interim
rate surcharge; and
WHEREAS, the Company has, on May 31, 2006, filed a Statement of Intent to increase
its distribution rates on a system-wide basis, using calendar year ending December 31, 2005, as
its test year; and
WHEREAS, the capital investment made by Atmos during 2005 will be reviewed in the
Statement of Intent filing, making the 2005 GRIP filing superfluous, duplicative, and
unnecessary;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS:
SECTION 1. That the Company’s GRIP rate increase request is found to be
unreasonable, superfluous, duplicative, and unnecessary, and is therefore denied in all respects.
SECTION 2. That the City is authorized to cooperate with other Cities within the
Company’s Distribution System that have formed ACSC to hire and direct legal counsel and
consultants, negotiate with the Company, make recommendations to the City regarding
reasonable rates, and to direct any necessary litigation associated with an appeal of a rate
ordinance and the rate case filed at the Commission.
SECTION 3. That the costs incurred by the City in reviewing the Company’s GRIP
request shall be promptly reimbursed by the Company.
SECTION 4. That the City is authorized to intervene in any appeal of the City’s action
filed at the Commission and any related litigation, and to participate in any such appeal or
litigation as a member of ACSC.
SECTION 5. This Ordinance shall become effective immediately from and after its
passage, as the law and charter in such cases provide.
1668\15\ord060531 Model Ordinance Denying 2
1668\15\ord060531 Model Ordinance Denying 3
SECTION 6. That it is hereby officially found and determined that the meeting at which
this Ordinance is passed is open to the public as required by law and that public notice of the
time, place and purpose of said meeting was given as required.
SECTION 7. A copy of this ordinance, constituting final action on the Company’s
application, be forwarded to the following:
Richard T. Reis
Atmos Energy Corporation
5420 LBJ Freeway, Suite 1800
Dallas, Texas 75240
Lloyd Gosselink Blevins Rochelle & Townsend
c/o Geoffrey Gay
P.O. Box 1725
Austin, Texas 78767-1725.
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this
the ______ day of __________, 2006.
APPROVED:
____________________________________
Douglas N. Stover, Mayor
ATTEST:
____________________________________
Libby Ball, City Secretary
APPROVED AS TO FORM:
_____________________________
City Attorney
DEPT: Engineering
DATE: June 27, 2006
ITEM #: 9/E
AGENDA REQUEST FORM
ITEM CAPTION:
Consider approval of entering into a supplemental agreement with TXU Electric Delivery Company for street lighting
services on East Sandy Lake Road, from Kimbel Kourt to the east city limit line, in an amount of $59,972.96 as provided
for in CIP funds; and authorizing the City Manager to sign.
GOAL(S):
EXECUTIVE SUMMARY:
Approval of this supplemental agreement with TXU will provide for the installation of 25 streetlights along East
Sandy Lake Road. All foundations and conduit were included as part of the original project scope and are being
installed by the street contractor, Tiseo Paving Company.
Staff recommends approval of the agreement with TXU Electric Delivery Company for street light installation on
East Sandy Lake Road and will be available for any questions at the Council meeting.
FINANCIAL COMMENTS: Funds are available in the Street CIP accounts for this contract.
Agenda Request Form - Revised 09/04 Document Name: #E Sandy Lk Street Lights
1 INCH = FT.
0 500
500
250
Proposed Street Lights
Sandy Lake Road
City of Coppell Project ST93-01
Created in LDDTS:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS.dwg\ST9301 LIGHTS
Created on: 01 June 2006 by Scott Latta
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COPPELL INST MEDIAN STREET LIGHTS EAST SANDYT LAKE RD
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DEPT: Parks and Recreation Department
DATE: June 27, 2006
ITEM #: 9/F
AGENDA REQUEST FORM
ITEM CAPTION:
Consider approval of a resolution authorizing the filing of a project funds application with the North Central Texas
Council of Governments for a regional solid waste management local project, and authorizing the Mayor to sign.
GOAL(S):
EXECUTIVE SUMMARY:
Background: North Central Texas Council of Governments is seeking applications for local solid waste
management project funding projects. The goal of the reimbursement program is to return to local government
entities dedicated solid waste fees for the achievement of state, regional and local solid waste management
objectives. This is the same type of funds that were awarded for the Run, Refresh, Recycle project for recycling at
Wagon Wheel and MacArthur Parks.
The proposed project application will be submitted for full reimbursement funding of $13,735 for “Recycling
Promotion in Motion”, a self contained educational booth for volunteers to easily set up and reach out to meet
citizens in already established community event/activity arenas to increase public awareness and participation in
recycling.
FINANCIAL COMMENTS: No City matching funds are required for this grant.
Agenda Request Form - Revised 09/04 Document Name: ^COG Funds-1AR
Page 1
A RESOLUTION OF THE CITY OF COPPELL, TEXAS
RESOLUTION NO. ________
RESOLUTION OF CITY OF COPPELL AUTHORIZING THE
FILING OF A PROJECT APPLICATION WITH THE NORTH
CENTRAL TEXAS COUNCIL OF GOVERNMENT (NCTCOG)
FOR A REGIONAL SOLID WASTE PROGRAM LOCAL
PROJECT; AUTHORIZING CITY MANAGER OR HIS
DESIGNEE TO ACT ON BEHALF OF THE CITY OF COPPELL
IN ALL MATTERS RELATED TO THE APPLICATION; AND
PLEDGING THAT IF A PROJECT IS RECEIVED THE CITY OF
COPPELL WILL COMPLY WITH THE PROJECT
REQUIREMENTS OF THE NCTCOG, THE TEXAS
COMMISSION ON ENVIRONMENTAL QUALITY AND THE
STATE OF TEXAS; PROVIDING A SEVERABILITY CLAUSE;
AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the North Central Texas Council of Governments is directed by the Texas
Commission on Environmental Quality to administer solid waste project funds for
implementation the COG’s adopted regional solid waste management plan; and
WHEREAS, the city of Coppell in the State of Texas is qualified to apply for project funds
under the Request for Projects.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF COPPELL, OF THE CITY
OF COPPELL, TEXAS:
SECTION 1.That the City Manager or his designee is authorized to request project
funding under the North Central Texas Council of Governments’ Request for Projects of the
Regional Solid Waste Local Project Funding Program and act on behalf of the city of Coppell in
all matters related to the project application and any subsequent project contract and project
requirements that may result.
SECTION 2.In the event the project is funded and such funds are received, the city of
Coppell will comply with the project requirements of the North Central Texas Council of
Governments, Texas Commission on Environmental Quality and the State of Texas.
Page 2
45271 (Revised)
SECTION 3.Any and all funds, equipment and/or facilities acquired with such funds
shall be used only for the purposes for which they are intended under the project.
SECTION 4.That all activities will comply with and support the adopted regional and
local solid waste management plans adopted for the geographical area in which the activities are
performed.
SECTION 5.That should any word, phrase, paragraph, or section of this Resolution be
held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this Resolution
as a whole, or any part or provision thereof other than the part so decided to be unconstitutional,
illegal or invalid, and shall not affect the validity of the Resolution as a whole.
SECTION 6.That this Resolution shall take effect immediately from and after its passage
as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of
___________________, 2006.
APPROVED:
_________________________________________
DOUGLAS N. STOVER
ATTEST:
_________________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
_________________________________
ROBERT E. HAGER, CITY ATTORNEY
(REH/cdb 6/14/06)
DEPT: City Manager's Office
DATE: June 27, 2006
ITEM #: 10
AGENDA REQUEST FORM
ITEM CAPTION:
Consider and authorize City Manager to negotiate and execute a purchase and sale agreement, and any necessary
agreements and instruments related thereto, for the transfer of Lot 1, Block A of the Crescent Addition,
approximately 2.1898 acres of land, to the Coppell Economic Development Foundation, acting as an independent
foundation, for the resale of such property to Coppell Hard Eight, Ltd. for the construction of a restaurant.
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !Hard Way Land Sale - 1 AR
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 1 63305
PURCHASE AND SALE AGREEMENT
Seller: City of Coppell
Attn: City Manager
255 Parkway Blvd.
Coppell, Texas 75019
972/304-3673 Phone
Purchaser: Coppell Economic Development Foundation, Inc.
255 Parkway Blvd.
Coppell, Texas 75019
Attn: Clay Phillips
972/304-3677 Phone
Property: The real property as more particularly described in Exhibit “A” hereto, but
excluding any mineral rights, such mineral rights being reserved by the
Seller, in accordance with a survey to be obtained by Purchaser.
Title Company: Chicago Title Insurance
Attn: Jay Turner
8600 MacArthur Blvd., Suite 102
Irving, TX 75063-6900
Closing Date: Concurrent with the Purchaser’s closing of the sale of the Property to The
Hard Way, Inc., which shall be no later than the expiration date as set
forth in the Ground Lease.
Purchase Price: Two Hundred Twenty Five Thousand Two Hundred Fifty Dollars
($225,250.00).
Grant The difference between the fair market value of the Property as
determined by an appraisal obtained by the Seller, and the Purchase Price.
Ground Lease That certain Ground Lease by and between the Seller and The Hard Way,
Inc. dated of approximate even date herewith attached as Exhibit “B”
attached hereto.
WHEREAS, the Seller is authorized by Section 380.001 TEX. LOC. GOV’T CODE to
provide economic development incentives to support the expansion of local business activity,
employment and development; and
WHEREAS, the Purchaser desires to purchase the Property from the Seller for the resale
to The Hard Way, Inc. for the development of the Property for the operation of a restaurant
and/or retail uses; and
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 2 63305
WHEREAS, Section 272.001 of the TEX. LOC. GOV’T CODE allows the Seller to convey
land it wants developed by contracting with an independent foundation without auction or
soliciting competitive bids; and
WHEREAS, the Purchaser is a Texas non-profit corporation and qualifies as an
independent foundation under Section 272.001 TEX. LOC. GOV’T CODE; and
WHEREAS, the Seller desires the Purchaser to develop the Property by the subsequent
transfer of the Property to The Hard Way, Inc.
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1.Sale and Purchase. Seller agrees to sell, and Purchaser agrees to purchase the
Property as provided in this Agreement.
2.Title, Survey, and Environmental Reports.
(a) Within sixty (60) calendar days prior to the Closing Date, Seller, at
Purchaser’s expense, shall deliver to Purchaser:
(i) a current commitment for title insurance for the Property, from the Title
Company setting forth the state of title to the Property together with any easements or
restrictions (existing or created pursuant hereto) benefiting the Property, together with all
exceptions or conditions to such title;
(ii) legible copies of all documents referenced in the title commitments;
(iii) a current Survey certified to Purchaser. and Title Company;
and
(iv) tax statements for current and prior years.
(b) If there are objections by Purchaser, the Seller shall in good faith attempt
to satisfy them prior to closing, but Seller shall not be required to incur any cost to do so.
.
3.Closing.
(a) The closing of the sale of Property shall occur at 1:00 p.m. on the Closing
Date therefore at the Title Company.
(b) At the closing: (a) Seller shall deliver to the Title Company: (1) a special
warranty deed, in form and substance reasonably acceptable to Seller and the Purchaser,
conveying good and indefeasible title to the Property to the Purchaser free and clear of
any and all encumbrances, except the Permitted Exceptions; and (2) a Texas owner’s
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 3 63305
policy of title insurance (or equivalent) in the amount of the Purchase Price, insuring such
title to Purchaser;
(c) At the closing Purchaser shall deliver to the Seller through Title Company,
the Purchase Price in cash or immediately available funds.
Ad valorem taxes, assessments, and any other charges against the Property acquired shall
be prorated as of the Closing Date and become the responsibility of the Purchaser as of the
Closing Date.
The Seller hereby agrees to pay and be responsible for the following closing cost: (i) the
cost of all tax certificates relating to all taxes and other assessments incurred or arising in relation
to the property; (ii) all costs and expenses incurred by or on behalf of the Seller, including
Seller’s attorney’s fees; and (iii) such other incidental costs and fees customarily paid by sellers
of property in Dallas County, Texas for transactions of a similar nature to the transaction
contemplated herein. The Purchaser hereby agrees to pay and be responsible for the following
closing cost: (i) the Title Company’s escrow fees; (ii) all fees and premiums for the survey and
Phase I environmental; (iii) all fees and premiums for the Basic Owner’s Title Policy; (iv) any
endorsements to the Basic Owner’s Title Policy; (v) all costs and expenses incurred by or on
behalf of the Purchaser, including the Purchaser’s attorneys’ fees; and (vi) such other incidental
costs and fees customarily paid by purchasers of property in Dallas County, Texas, for
transactions of a similar nature to the transaction contemplated herein.
Closing is conditioned upon The Hard Way, Inc. closing the purchase of the Property
from the Coppell Economic Development Foundation and no uncured event of default by The
Hard Way, Inc. under the Ground Lease.
4.Permitted Exceptions. Purchaser acknowledges and agrees that the Property
will be conveyed by Seller at closing subject to the Ground Lease set forth in Exhibit “B” and the
restriction set forth in Section 5 below, and that the Special Warranty Deed shall contain such
provisions. The zoning, the lien for current taxes, the environmental condition, the Ground
Lease and the restriction set forth in Section 5 below shall be deemed to be Permitted
Exceptions.
5.Property Restriction. Seller and Purchaser agree and understand that the
Property is being conveyed by Seller pursuant to TEX. LOC. GOV'T CODE §272.001 that allows
the Seller to convey land it wants developed by contracting with an independent foundation
without solicitation of competitive bids. Purchaser agrees to serve as an independent foundation
to have the Property developed in accordance with the terms set forth herein. Purchaser agrees
that the Property is being conveyed by Seller, solely for resale to The Hard Way, Inc. for the
operation of a restaurant and office/retail uses on the Property as set forth in the Ground Lease.
6.Representations and Covenants. Seller represents and covenants that: (a) it has
authority to enter into this Agreement; and (b) no other person has any interests in or claims
against the Property (other than as reflected by the title commitment), and it will not hereafter
encumber the Property. Purchaser represents that it has authority to enter into this Agreement.
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 4 63305
The only representations made by any party concerning the Property and this Agreement are as
set out in this Section 6.
7.Property Sold As Is. Purchaser represents that as of the Closing Date, Purchaser
will have fully inspected the Property, will have made all investigations as it deems necessary or
appropriate and will be relying solely upon its inspection and investigation of the Property for all
purposes whatsoever, including, but not limited to, the determination of the condition of the
structures, improvements, soils, subsurface, drainage, surface and groundwater quality, and all
other physical characteristics; availability and adequacy of utilities; compliance with
governmental laws and regulations; access; encroachments; acreage and other survey matters and
the character and suitability of the Property. In addition, Purchaser acknowledges and agrees
that the Property is being purchased and will be conveyed “AS IS” with all faults and defects,
whether patent or latent, as of the Closing. There have been no representations, warranties,
guarantees, statements or information, express or implied, pertaining to the Property, its
condition, or any other matters whatsoever, made to or furnished to Purchaser by Seller or any
employee or agent of Seller, except as specifically set forth in this Agreement.
8.Remedies. If Purchaser defaults, Seller’s sole remedy shall be to terminate this
Agreement. If Seller defaults, Purchaser’s sole remedy shall be to terminate this Agreement.
9.Notices. Notices must be in writing to and given at the addresses stated above.
Notice given by delivery service or fax shall be effective upon receipt at the address of the
addressee; notice given by mail shall be effective upon receipt.
With a copy to:
Peter G. Smith
Nichols, Jacksono, Dillard,
Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
10.Miscellaneous.
(a) Entireties. This Agreement contains the entire agreement of the parties
pertaining to the Property.
(b) Modifications. This Agreement may only be modified by a written
document signed by both parties.
(c) Assignment. Purchaser may not assign its rights under this Agreement to
any entity without the express written consent of Seller.
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 5 63305
(d) Time is of the Essence. Time is of the essence with respect to the
performance by the parties of their respective obligations hereunder.
(e) Effective Date. The date of this Agreement shall be the date a fully
executed copy hereof, with any changes approved by the parties, is deposited with the Title
Company.
(f) Non-Business Day. If the final date of any period provided herein for the
performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or
holiday, then the end of such period shall be extended to the next business day.
(g) Zoning. Seller assumes no obligation to change the current zoning on the
Property.
(h) Brokers. Seller and Purchaser represent and warrant that they have
not worked with any broker relative to this transaction and that no brokerage commission is due
and payable upon the Closing. Each party shall indemnify each other from any claim for
brokers’ commissions relative to the sale of the property and alleged to be due.
(i) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes and constitute one and
the same instrument; but in making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
(j) Law Governing. This Agreement shall be construed under and in
accordance with the laws of the State of Texas; and venue for any action arising from this
Agreement shall be in the State District Court of Dallas County, Texas. The parties agree to
submit to the personal and subject matter jurisdiction of said court.
Signature Page to Follow
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 6 63305
EXECUTED on the _____ day of ________________, 2006.
Seller:
City of Coppell, Texas
By:
Jim Witt, City Manager
EXECUTED on the _____ day of _________________, 2006.
Purchaser:
Coppell Economic Development Foundation,
Inc.
By:
Name: Clay Phillips
Title: Director
DRAFT
January 26, 2006
Coppell/CEDF/Hard Way /Purchase and Sale Agreement – Page 7 63305
Seller’s Acknowledgment
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of __________, 2006 by
Jim Witt, City Manager of the City of Coppell, Texas, a Texas municipality, on behalf of said
municipality.
Notary Public, State of Texas
My Commission expires:
Purchaser’s Acknowledgment
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me this _________ day of ___________,
2006, by Clay Phillips, a Director of the Coppell Economic Development Foundation, Inc. a
Texas non-profit corporation on behalf of said corporation.
Notary Public, State of Texas
My Commission expires:_______________
DRAFT
January 26, 2006
Exhibit "A"
Legal Description of Property
CRESCENT ADDITION
LOT 1, BLOCK A
WHEREAS City of Coppell is the owner of a 2.1898 acre tract of land situated in the James A.
Simmons Survey, Abstract No. 1296, Dallas County, Texas; said tract being part of a tract of
land described in deed to City of Coppell recorded in Volume 2003094, Page 0797 of the Deed
Records of Dallas County, Texas; said tract also being part of Block 5, Coppell Commerce
Center Phase I, an addition to the City of Coppell, recorded in Vol. 81051, pg. 3041, deed
records, Dallas County, Texas; said 2.1898 acre tract bring more particularly described as
follows:
BEGINNING, as a ½ inch iron rod found for corner, said point being in the south right-of-way
line of Bethel Road (a 50 foot right-of-way); said point also being the northwest corner of that
certain 1.09 acre tract of land described in deed to Camille Juraszek recorded in Volume 99100,
Page 674 of the Deed Records of Dallas County, Texas;
THENCE, South 01 degrees 18 minutes 00 seconds West, departing said south right-of-way line
of Bethel Road, a distance of 183.30 feet to a ½ inch iron rod found for corner; said point being
in the north line of a 18.918 acre tract of land described in deed to KCO TXII Coppell Inv. Ltd
recorded in Volume 2000246, Page 3694 of the Deed Records of Dallas County, Texas;
THENCE, North 89 degrees 01 minutes 04 seconds West, a distance of 520.41 feet to a “+” cut
found on the top of curb in the east right-of-way line of Freeport Parkway (a 70 foot right-of-way
at this point);
THENCE, North 01 degrees 18 minutes 00 seconds East, along said east right-of-way line of
Freeport Parkway, a distance of 183.30 feet to a ½ inch iron rod w/”PACHECO KOCH” cap set
for corner; said point being at the intersection of the east right-of-way line of Freeport Parkway
and the south right-of-way line of Bethel Road;
THENCE, South 89 degrees 01 minutes 04 seconds East, departing said east right-of-way line of
Freeport Parkway and along said south right-of-way line of Bethel Road, a distance of 520.41
feet to the POINT OF BEGINNING;
CONTAINING, 95,390 square feet or 2.1898 acres of land, more or less.
DRAFT
January 26, 2006
Exhibit “B”
Ground Lease
DEPT: City Manager's Office
DATE: June 27, 2006
ITEM #: 11
AGENDA REQUEST FORM
ITEM CAPTION:
PUBLIC HEARING:
Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property
Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the
property described as Lot 1, Block A of Crescent Addition (2.1898 acres), located at the southeast corner of Freeport
Pkwy and Bethel Rd, Coppell, Texas
GOAL(S):
EXECUTIVE SUMMARY:
The Public Hearing Announcement was published in the Dallas Morning News, West Addition, on June 17, 2006.
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !Coppell Hard Eight PH - 1 AR
NOTICE OF PUBLIC HEARING
OF DESIGNATION OF REINVESTMENT ZONE
A PUBLIC HEARING will be conducted by the City Council of the City
of Coppell, Texas, in the Council Chambers, Town Center, 255
Parkway Boulevard, Coppell, Texas on the 27th day of June, 2006,
at 7:00 P.M., to consider designation of the property described as
Lot 1, Block A of Crescent Addition (2.1898 acres), located at the
southeast corner of Freeport Pkwy and Bethel Rd, Coppell, Texas,
as a Reinvestment Zone under Chapter 312 of the Texas Property Tax
Code.
The Council will seek to determine whether the improvements sought
to be made in the zone are feasible and practical and will be a
benefit to the land included in the zone and to the City after the
expiration of a tax abatement agreement to be entered into
pursuant to Section 312.204 of the Texas Property Tax Code.
At the hearing, interested persons are entitled to speak and
present evidence for or against the designation.
Dallas Morning News, West Addition, June 17, 2006
PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE
The City of Coppell acknowledges its responsibility to comply with
the Americans With Disabilities Act of 1990. Thus, in order to
assist individuals with disabilities who require special services
(i.e., sign interpretative services, alternative audio/visual
devices, and amanuenses) for participation in or access to the
City of Coppell sponsored public programs, services and/or
meetings, the City requests that individuals make requests for
these services forty-eight (48) hours ahead of the scheduled
program, service and/or meeting. To make arrangements, contact
Vivyon V. Bowman, ADA Coordinator or other designated official at
(972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989).
DEPT: City Manager's Office
DATE: June 27, 2006
ITEM #: 12
AGENDA REQUEST FORM
ITEM CAPTION:
Consider approval of an Ordinance designating Coppell Hard Eight, Ltd., Reinvestment Zone No. 49, and
authorizing the Mayor to sign.
GOAL(S):
EXECUTIVE SUMMARY:
City Council is scheduled to conduct a Public Hearing regarding designation of the reinvestment zone on June 27,
2006.
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !Coppell Hard Eight Ordinance - 1
AR
63859
ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
COPPELL, DALLAS COUNTY, TEXAS, DESIGNATING
REINVESTMENT ZONE NO. 49 (COPPELL HARD EIGHT, LTD.);
PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-
INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT
THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT
ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND
PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY;
PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR A
REPEALING CLAUSE; AND PROVIDING FOR THE EFFECTIVE DATE
OF SAID ORDINANCE.
WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be
published in a newspaper having general circulation in the City and has delivered such notice to
the presiding officer of the governing body of each taxing unit that includes in its boundaries real
property described herein; and
WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public
hearing on the designation of the area described herein as a reinvestment zone; and
WHEREAS, the proposed Tax Abatement Agreement by and among the City of Coppell,
Texas, and Coppell Hard Eight, Ltd., attached hereto as Exhibit “A” has been presented to the
City Council; and the City Council is of the opinion and finds that the terms and conditions
thereof should be approved and that the Mayor should be authorized to execute the Agreement
on behalf of the City of Coppell.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, DALLAS COUNTY, TEXAS, THAT:
SECTION 1. The City Council of the City of Coppell, Texas, finds that the area
described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to
the rendition or expansion of primary employment, or to attract major investment in the zone that
will be of benefit to the property and contribute to the economic development of the City. The
City Council further finds that the improvements sought are feasible and practicable and would
be of benefit to the land to be included in the zone and to the City after the expiration of a tax
abatement agreement.
63859
SECTION 2. Pursuant to the provisions of Section 312.201 of the Texas Tax Code, the
real property described in the Tax Abatement Agreement attached hereto as Exhibit “A” and
made a part hereof for all purposes is hereby designated as a reinvestment zone and for
identification is assigned the name “Reinvestment Zone No. 49.”
SECTION 3. The property within Reinvestment Zone No. 49 is eligible for commercial-
industrial tax abatement effective January 1, 2006.
SECTION 4. The Agreement attached hereto as Exhibit “A” having been reviewed by
the City Council and found to be acceptable and in the best interests of the City and its citizens,
is hereby approved, and the Mayor is hereby authorized to execute the Agreement on behalf of
the City of Coppell, Texas.
SECTION 6. That should any sentence, paragraph, subdivision, clause, phrase or section
of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not
affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so
decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the
Comprehensive Zoning Ordinance as a whole.
SECTION 5. That all provisions of the Ordinances of the City of Coppell, Texas, in
conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other
provisions not in conflict with the provisions of this ordinance shall remain in full force and effect.
SECTION 7. This ordinance shall take effect immediately from and after its passage in
accordance with the provisions of the Charter of the City of Coppell, and it is accordingly so
ordained.
63859
DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of
___________________, 2006.
APPROVED:
_____________________________________
DOUGLAS N. STOVER, MAYOR
ATTEST:
_____________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
_________________________________
CITY ATTORNEY
63859
Exhibit “A”
Legal Description
DEPT: City Manager's Office
DATE: June 27, 2006
ITEM #: 13
AGENDA REQUEST FORM
ITEM CAPTION:
Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and
Coppell Hard Eight, Ltd., and authorizing the Mayor to sign.
GOAL(S):
EXECUTIVE SUMMARY:
City Council is scheduled to conduct a Public Hearing regarding designation of the reinvestment zone on June 27,
2006.
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !Coppell Hard Eight Resolution - 1
AR
1 63855
RESOLUTION NO. ________________
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE
TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND
BETWEEN THE CITY OF COPPELL, TEXAS AND COPPELL HARD EIGHT, LTD..;
AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by
and between the City of Coppell, Texas and Coppell Hard Eight, Ltd., a copy of which is attached
hereto and incorporated herein by reference; and
WHEREAS, upon full review and consideration of the Agreement, and all matters related
thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be
approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City
of Coppell, Texas;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS, THAT:
SECTION 1.The Agreement attached hereto having been reviewed by the City Council of
the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its
citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to
execute the Agreement on behalf of the City of Coppell, Texas.
SECTION 2.The City Council finds that the improvements proposed to be built upon the
Premises described in the Agreement will enhance the economic vitality of the community through
a combination of new capital investment, increased sales tax revenues, and the creation of additional
job opportunities.
SECTION 3.The tax abatement to be granted by the Agreement will not include
inventory, and supplies.
SECTION 4.The improvements proposed for the Premises will accomplish the tax
abatement guidelines of the City of Coppell, Texas.
2 63855
SECTION 5.The City Manager delivered to the presiding officer of the governing body of
each taxing unit in which the property subject to the Agreement is located, a written notice that the
City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager
included a copy of the Agreement approved by this Resolution.
SECTION 6.This Resolution and the Tax Abatement Agreement are hereby approved by
the affirmative vote of the majority of the members of the City Council of the City of Coppell,
Texas, at a regularly scheduled meeting of the City Council.
SECTION 7.This Resolution shall become effective immediately from and after its
passage.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the ______ day of ________________, 2006.
CITY OF COPPELL, TEXAS
___________________________________________
DOUGLAS N. STOVER, MAYOR
ATTEST:
___________________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
____________________________________
CITY ATTORNEY
(PGS/si 06/19/06)
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 1
17720
STATE OF TEXAS §
§ TAX ABATEMENT AGREEMENT
COUNTY OF DALLAS §
This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City
of Coppell, Texas (the “City”), and Coppell Hard Eight, Ltd (“Owner”), acting by and through their
authorized representatives.
W I T N E S S E T H:
WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an
Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 49 (the “Zone”),
for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax
Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and
WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement
Guidelines”); and
WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria
governing tax abatement agreements to be entered into by the City as contemplated by the Tax
Code; and
WHEREAS, the City has adopted a resolution stating that it elects to be eligible to
participate in tax abatement; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic and
employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter
into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax
Code; and
WHEREAS, Owner owns or is under contract to purchase the real property described in
Exhibit “A” attached hereto (“Land”) and intends to construct certain Improvements (hereinafter
defined) on the Land; and
WHEREAS, Owner’s development efforts described herein will create permanent new jobs
in the City; and
WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter
defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the
other terms hereof are consistent with encouraging development of the Zone in accordance with the
purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance
adopted by the City, the Tax Code and all other applicable laws; and
WHEREAS, the City Council finds that the Improvements sought are feasible and
practicable and would be of benefit to the Premises to be included in the Zone and to the City after
expiration of this Agreement; and
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Coppell Hard Eight/Tax Abatement Agreement –PAGE 2
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WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the
Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the
Premises is located; and
WHEREAS, the City desires to enter into an agreement with Owner for the abatement of
taxes pursuant to Chapter 312 of the Tax Code as amended.
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for good and other valuable consideration, the adequacy and receipt of which is hereby
acknowledged, including the expansion of primary employment, the attraction of major investment
in the Zone, which contributes to the economic development of Coppell and the enhancement of the
tax base in the City, the parties agree as follows:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in
which the Tax Abatement Agreement is executed (2006).
“CEDF” shall mean Coppell Economic Development Foundation.
“CEDF Purchase and Sale Agreement” shall mean that certain purchase and sale
agreement for the Land between the City and the CEDF of approximate even date herewith for
the subsequent transfer of the Land to the Owner.
“Commencement of Construction” shall mean that: (i) the plans have been prepared and
all approvals thereof required by applicable governmental authorities have been obtained for
construction of the Improvements; (ii) all necessary permits for the construction of the
Improvements, on the Land pursuant to the respective plans therefore having been issued by all
applicable governmental authorities; and (iii) grading of the Land or the construction of the
vertical elements of the Improvements has commenced.
“Completion of Construction” shall mean that: (i) the construction of the Improvements,
on the Land has been substantially completed; (ii) the first final, permanent certificate(s) of
occupancy for the occupancy of the Improvements has been issued by the City.
“Coppell Hard Eight Purchase and Sale Agreement” shall mean that certain purchase and
sale agreement for the Land between the Owner and the CEDF of approximate even date
herewith.
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Coppell Hard Eight/Tax Abatement Agreement –PAGE 3
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“Economic Development Agreement” shall mean that certain economic development
agreement by and between Owner and the City dated of approximate even date herewith.
“Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a
party’s existence as a going business, insolvency, appointment of receiver for any part of a
party’s property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against such
party, and such proceeding is not dismissed within ninety (90) days after the filing thereof.
“First Year of Abatement” shall mean January 1 of the calendar year immediately
following the date of issuance of the first final certificate of occupancy for the Owner’s occupancy
of the Improvements, unless otherwise agreed by the parties.
“Force Majeure” shall mean any contingency or cause beyond the reasonable control of a
party including, without limitation, acts of God or the public enemy, war, riot, civil commotion,
insurrection, adverse weather, government or de facto governmental action (unless caused by acts or
omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages.
“Improvements” shall mean the contemplated improvements to be constructed on the Land,
and as further described herein, and any additions or expansions constructed on the Land during the
term of this Agreement.
“Land” means the real property described in Exhibit A.
“Note” shall mean that certain promissory note in the principal amount of $1,300,000.00
payable to the lender First Financial Bank, N.A. in Stephenville P.O. Box 998 Stephenville,
Texas 76401 by the Company as borrower with a maturity date of sixty-eight (68) months for the
construction for the Restaurant as set forth in the Guaranty.
“Premises” shall collectively mean the Land and the Improvements following construction
thereof, but excluding Tangible Personal Property.
“Related Agreements” shall collectively mean the Coppell Hard Eight Purchase and Sale
Agreement, the Note and the Economic Development Agreement.
“Tangible Personal Property” shall mean tangible personal property, equipment and
fixtures owned by or leased by Owner, other than inventory or supplies, located on the Premises
subsequent to the execution of this Agreement.
“Taxable Value” means the appraised value as certified by the Appraisal District as of
January 1 of a given year.
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Coppell Hard Eight/Tax Abatement Agreement –PAGE 4
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Article II
General Provisions
2.1 Owner is under contract, to purchase the Land, which Land is located within the city
limits of the City and within the Zone. Owner intends to construct the Improvements on the Land
and to locate Tangible Personal Property (hereinafter defined) on the Premises.
2.2 The Premises are not in an improvement project financed by tax increment bonds.
2.3 This Agreement is entered into subject to the rights of the holders of outstanding
bonds of the City.
2.4 The Premises are not owned or leased by any member of the Coppell City Council
or any member of the Coppell Planning and Zoning Commission, or any member of the governing
body of any taxing units joining in or adopting this Agreement.
Article III
Tax Abatement Authorized
3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax
Abatement Guidelines, and approved by resolution of the City Council.
3.2 Subject to the terms and conditions of this Agreement, the City hereby grants Owner
an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements, and an
abatement of seventy-five percent (75%) of the Taxable Value of the Tangible Personal Property for
a period of five (5) consecutive years. The actual percentage of Taxable Value of the Improvements
subject to abatement for each year this Agreement is in effect will apply only to the portion of the
Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The actual
percentage of Taxable Value of the Tangible Personal Property subject to abatement will only apply
to the Tangible Personal Property located on the Premises after this Agreement is executed.
3.3 The period of tax abatement herein authorized shall be for a period of five (5)
consecutive years.
3.4 During the period of tax abatement herein authorized, Owner shall be subject to all
taxation not abated, including but not limited to, sales tax and ad valorem taxation on land,
inventory and supplies.
3.5 The term of this Agreement shall begin on the Effective Date and shall continue
until February 1 of the calendar year following the sixth (6th) anniversary date of the First Year
of Abatement.
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Coppell Hard Eight/Tax Abatement Agreement –PAGE 5
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Article IV
Improvements
Owner intends to construct or caused to be constructed on the Land a restaurant containing
approximately 11,000 square feet of space (and other ancillary facilities such as reasonably required
parking and landscaping more fully described in the submittals filed by Owner with the City from
time to time in order to obtain a building permit) (“Improvements”). Owner intends to locate
Tangible Personal Property on the Premises. Nothing in this Agreement shall obligate Owner to
construct the Improvements, including an unscreened outdoor open-pit barbecue similar to the
unscreened open-pit barbecue located at the Owner’s restaurant in Stephenville, Texas, on the Land
or to locate Tangible Personal Property on the Premises but said actions are a condition precedent to
Owner’s tax abatement pursuant to this Agreement.
Article V
Construction of Improvements
5.1 As a condition precedent to the initiation of Owner’s tax abatement pursuant to this
Agreement, Owner will diligently and faithfully, in good and workmanlike manner, subject to
events of Force Majeure to cause Commencement of Construction to occur on or before August 15,
2006, or other date mutually agreed to by the parties and to cause Completion of Construction of the
Improvements to occur within two hundred forty (240) calendar days thereafter, as good and
valuable consideration for this Agreement, and all construction of the Improvements will be in
accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof);
provided, that Owner shall have such additional time to complete and maintain the Improvements as
may be required in the event of “Force Majeure,” if Owner is diligently and faithfully pursuing
completion of the Improvements.
5.2 Owner agrees to maintain the Improvements during the term of this Agreement in
accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the
Improvements shall be used only as a restaurant building for a period of five (5) years commencing
on the date the first final certificate of occupancy is issued for the Owner’s occupancy of the
Improvements.
5.3 The City, its agents and employees shall have the right of access to the Premises
during construction to inspect the Improvements at reasonable times and with reasonable notice to
Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that
the construction of the Improvements are in accordance with this Agreement and all applicable state
and local laws and regulations (or valid waiver thereof).
Article VI
General Requirements
6.1 Construction plans for the Improvements to be constructed on the Land will be filed
with the City, which shall be deemed to be incorporated by reference herein and made a part hereof
for all purposes.
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Coppell Hard Eight/Tax Abatement Agreement –PAGE 6
17720
6.2 After completion of the Improvements, Owner shall certify in writing to the City the
construction cost of the Improvements. Owner shall before May 1 of each calendar year that the
Agreement is in effect, certify in writing to the City that it is in compliance with each term of the
Agreement.
6.3 The Land and the Improvements constructed thereon at all times shall be used in the
manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii)
that, during the period taxes are abated hereunder, is consistent with the general purposes of
encouraging development or redevelopment within the Zone.
6.4 Owner agrees, subject to events of Force Majeure, to continuously own and occupy
the Improvements for a period of at least five (5) consecutive years beginning the First Year of
Abatement.
Article VII
Default: Recapture of Tax Revenue
7.1 In the event Owner: (i) fails to complete the Improvements in accordance with this
Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has
delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely
and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”;
or (iv) breaches any of the terms and conditions of this Agreement or any one or more of the
Related Agreements, then Owner after the expiration of the notice and cure periods described
below, shall be in default of this Agreement. As liquidated damages in the event of such default, the
Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would
have been paid by the Owner to the City without benefit of a tax abatement for the Owner’s
property the subject of this Agreement, with interest at the statutory rate for delinquent taxes as
determined by Section 33.01 of the Tax Code as amended but without penalty. The parties
acknowledge that actual damages in the event of default termination would be speculative and
difficult to determine. The parties further agree that any abated tax, including interest as a result of
this Agreement, shall be recoverable against the Owner, its successors and assigns and shall
constitute a tax lien against the Improvements and the Tangible Personal Property, the subject of
this Agreement, and shall become due, owing and shall be paid to the City within thirty (30) days
after termination.
7.2 Upon breach by Owner of any obligations under this Agreement, or any one or more
the Related Agreements, the City shall notify the Owner in writing, who shall have sixty (60) days
from receipt of the notice in which to cure any such default. If the default cannot reasonably be
cured within a sixty (60) day period, and the Owner has diligently pursued such remedies as shall be
reasonably necessary to cure such default, then the City may extend the period in which the default
must be cured.
7.3 If the Owner fails to cure the default within the time provided as specified above or,
as such time period may be extended, then the City at its sole option shall have the right to terminate
this Agreement, by written notice to the Owner.
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 7
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7.4 Upon termination of this Agreement by City, all tax abated as a result of this
Agreement, shall become a debt to the City as liquidated damages, and shall become due and
payable not later than thirty (30) days after a notice of termination is made. The City shall have all
remedies for the collection of the abated tax provided generally in the Tax Code for the collection of
delinquent property tax. The City at its sole discretion has the option to provide a repayment
schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon
the full Taxable Value of the Improvements and the Tangible Personal Property, without tax
abatement for the years in which tax abatement hereunder was received by the Owner, as
determined by the Appraisal District, multiplied by the tax rate of the years in question, as
calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as
provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day
payment period.
Article VIII
Miscellaneous
8.1 Annual Application for Tax Exemption. It shall be the responsibility of the Owner
pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for
each Appraisal District in which the eligible taxable property has situs. A copy of the exemption
application shall be submitted to the City upon request.
8.2 Notice. All notices required by this Agreement shall be addressed to the following,
or other such other party or address as either party designates in writing, by certified mail, postage
prepaid, or by hand or overnight delivery:
If intended for Owner, to:
Coppell Hard Eight, Ltd.
Attn: Phillip Nivens
1091 Glen Rose Highway
Stephenville, Texas 76401
With a copy to:
Steven J. Reid
105 W. Pearl St.
Granbury, Texas 76048
(817) 573-3718
(817) 573-9732 FAX
If intended for City, to:
Attn: City Manager
City of Coppell, Texas
P. O. Box 9478
Coppell, Texas 75019
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 8
17720
With copy to:
Peter G. Smith
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
8.3 City Council Authorization. This Agreement was authorized by resolution of the
City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on
behalf of the City.
8.4 Severability. In the event any section, subsection, paragraph, sentence, phrase or
word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand,
shall be enforceable and shall be read as if the parties intended at all times to delete said invalid
section, subsection, paragraph, sentence, phrase or word.
8.5 Applicable Law. This Agreement shall be construed under the laws of the State of
Texas. Venue for any action under this Agreement shall be the State District Court of Dallas
County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said
court.
8.6 Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original and constitute one and the same instrument.
8.7 Entire Agreement. This Agreement embodies the complete agreement of the
parties hereto, superseding all oral or written previous and contemporary agreements between the
parties and relating to the matters in this Agreement, and except as otherwise provided herein
cannot be modified without written agreement of the parties to be attached to and made a part of this
Agreement.
8.8 Recordation of Agreement. A certified copy of this Agreement shall be recorded in
the Deed Records of Dallas County, Texas.
8.9 Incorporation of Recitals. The determinations recited and declared in the
preambles to this Agreement are hereby incorporated herein as part of this Agreement.
8.10 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
8.11 Conditions Precedent. This Agreement and the Parties respective obligations, is
subject to and contingent upon: (i) the City and Owner entering into the Economic Development
Agreement; (ii) the Owner and the CEDF entering in to Coppell Hard Eight Purchase and Sale
Agreement; (iii) the City and the CEDF entering into CEDF Purchase and Sale Agreement; and
(iv) the Owner closing the purchase of the Land from the CEDF on or before July 15, 2006.
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 9
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Signature Page to Follow
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 10
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EXECUTED in duplicate originals the ____ day of ________________, 2006.
City of Coppell, Texas
By: ______________________________________
Douglas N. Stover, Mayor
Attest:
By: _______________________________________
Libby Ball, City Secretary
Agreed As To Form:
By:
City Attorney
(Pgs/06 19 06)(74080)
EXECUTED in duplicate originals the ____ day of __________________, 2006.
Coppell Hard Eight, Ltd.
By: Big Boy, Inc.
Its General Partner
By: __________________________________
Phillip Nivens
President
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 11
17720
City’s Acknowledgment
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of _______________,
2006, by Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf
of said municipality.
___________________________________
Notary Public, State of Texas
My Commission Expires:
_________________________
Owner’s Acknowledgment
STATE OF TEXAS §
§
COUNTY OF _____________ §
This instrument was acknowledged before me on the _______ day of ___________,
2006, by Phillip Nivens, being the President of Big Boy, Inc. the general partner of Coppell Hard
Eight, Ltd., a Texas limited partnership on behalf of said partnership.
Notary Public, State of Texas
My Commission Expires:
Final Draft 06 19 06
Coppell Hard Eight/Tax Abatement Agreement –PAGE 12
17720
Exhibit “A”
Legal Description of the Land
Crescent Addition
Lot 1, Block A
WHEREAS City of Coppell is the owner of a 2.1898 acre tract of land situated in the James A.
Simmons Survey, Abstract No. 1296, Dallas County, Texas; said tract being part of a tract of
land described in deed to City of Coppell recorded in Volume 2003094, Page 0797 of the Deed
Records of Dallas County, Texas; said tract also being part of Block 5, Coppell Commerce
Center Phase I, an addition to the City of Coppell, recorded in Vol. 81051, pg 3041, deed
records, Dallas County, Texas; said 2.1898 acre tract being more particularly described as
follows:
BEGINNING, at a ½ inch iron rod found for corner, said point being in the south right-of-way
line of Bethel Road (a 50 foot right-if-way); said point also being the northwest corner of that
certain 1.09 acre tract of land described in deed to Camille Juraszek recorded in Volume 99100,
Page 674 of the Deed Records of Dallas County, Texas;
THENCE, South 01 degrees 18 minutes 00 seconds West, departing said south right-of-way line
of Bethel Road, a distance of 183.30 feet to a ½ inch iron rod found for corner; said point being
in the north line of a 18.918 acre tract of land described in deed to KCO TXII Coppell Inv. Ltd.
recorded in Volume 2000246, Page 3694 of the Deed Records of Dallas County, Texas;
THENCE, North 89 degrees 01 minutes 04 seconds West, a distance of 520.41 feet to a “+” cut
found on the top of curb in the east right-of-way line of Freeport Parkway (a 70 foot right-of-way
at this point);
THENCE, North 01 degrees 18 minutes 00 seconds East, along said east right-of-way line of
Freeport Parkway, a distance of 183.30 feet to a ½ inch iron rod w/”PACHECO KOCH” cap set
for corner; said point being at the intersection of the east right-of-way line of Freeport Parkway
and the south right-of-way line of Bethel Road;
THENCE, South 89 degrees 01 minutes 04 seconds East, departing said east right-of-way line of
Freeport Parkway and along said south right-of-way line of Bethel Road, a distance of 520.41
feet to the POINT OF BEGINNING;
CONTAINING, 95,390 square feet or 2.1898 acres of land, more or less.
DEPT: City Manager's Office
DATE: June 27, 2006
ITEM #: 14
AGENDA REQUEST FORM
ITEM CAPTION:
Discuss and consider approval of an Economic Development Agreement by and between the City of Coppell and
Coppell Hard Eight, Ltd., and authorizing the Mayor to sign.
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
Agenda Request Form - Revised 09/04 Document Name: !Coppell Hard Eight Eco Dev Agr - 1
AR
Final Draft June 19, 2006
- 1 -
63321
STATE OF TEXAS §
§ ECONOMIC DEVELOPMENT AGREEMENT
§
COUNTY OF DALLAS §
This Economic Development Agreement (“Agreement”) is made by and between the City
of Coppell, Texas (the “City”), and Coppell Hard Eight, Ltd., (“Company”), acting by and through
their respective authorized officers.
WITNESSETH:
WHEREAS, Company has or intends to initial lease and then purchase the land
(hereinafter defined) and to construct the Improvements (hereinafter defined) therein; and
WHEREAS, the City has adopted programs for promoting economic development; and
WHEREAS, the City is authorized by TEX. LOC. GOV’T CODE §380.001 to provide
economic development grants to promote local economic development and to stimulate business
and commercial activity in the City; and
WHEREAS, the City has determined that making an economic development grant to the
Company in accordance with this Agreement will further the objectives of the City, will benefit
the City and the City’s inhabitants and will promote local economic development and stimulate
business and commercial activity in the City.
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth, the parties agree as follows:
Article I
Term
This Agreement shall be effective on the date of execution hereof by the City and the
Company (“Effective Date”) and shall continue until the Expiration Date (hereinafter defined),
unless sooner terminated as provided herein.
Article II
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“Building Permit Fee Waiver” shall mean the waiver of the collection of building permit
fees associated with the shell construction of the Restaurant that occurs after the Effective Date
and prior to the Completion of Construction to be provided as set forth herein.
“CEDF” shall mean the Coppell Economic Development Foundation.
Final Draft June 19, 2006
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63321
“CEDF Purchase and Sale Agreement” shall mean that certain purchase and sale
agreement for the Land by and between the CEDF and the City dated of approximate even date
herewith.
“City” shall mean the City of Coppell, Texas.
“Company” shall mean Coppell Hard Eight, Ltd.
“Commencement Date” shall mean the date the first final certificate of occupancy is
issued by the City for Company’s occupancy for the Restaurant.
“Commencement of Construction” shall mean that (i) the construction plans for the
Restaurant have been prepared and all approvals thereof required by applicable governmental
authorities have been obtained; and (ii) all necessary permits for construction of the Restaurant
pursuant to the respective plans therefore having been issued by all applicable governmental
authorities.
“Completion of Construction” shall mean: (i) substantial completion of the Restaurant; and
(ii) the first final certificate of occupancy has been issued for the Restaurant.
“Consummated in the City” shall have the same meaning assigned by Tax Code, Section
321.203.
“Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a
party’s existence as a going business, insolvency, appointment of receiver for any part of such
party’s property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against such
party and such proceeding is not dismissed within ninety (90) days after the filing thereof.
“Expiration Date” shall mean the 10th anniversary date of the Effective Date.
“Financing Incentive” shall mean an economic development grant in an amount not to
exceed $171,500.00 which is intended to be equal to the amount of interest due and payable
pursuant to the Note calculated on the difference between 2.5% annual percentage rate and the
interest rate set forth in the Note to be paid as set forth herein.
“Force Majuere” shall mean any contingency or cause beyond the reasonable control of a
party including, without limitation, acts of God or the public enemy, war, riot, civil commotion,
insurrection, government or de facto governmental action (unless caused by the intentionally
wrongful acts or omissions of the party), fires, explosions or floods, strikes, slowdowns or work
stoppages.
“Grants” shall collectively mean the Roadway Impact Fee Waiver, Building Permit Fee
Waiver, the Site Improvements Grant, the Financing Incentive and the Sales Tax Grant(s) as set
forth herein.
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“Grant Period” shall mean a six calendar month period (ending June 30 and December 31 of
each calendar year) beginning with the first six calendar months immediately following the
Commencement Date, except that the first Grant Period shall be from the Commencement Date
until the next semi-annual date June 30 or December 31 as applicable.
“Guaranty” shall mean that certain guaranty agreement by and between the City and First
Financial Bank, N.A. in Stephenville P.O. Box 998, Stephenville, Texas, 76401 for $550,000.00 of
the Note.
“Hard Eight Purchase and Sale Agreement” shall mean that certain purchase and sale
agreement for the Land by and between the Owner and the CEDF dated of approximate even date
herewith.
“Improvements” shall mean the Restaurant.
“Impositions” shall mean all taxes, including real estate and ad valorem taxes,
assessments, use and occupancy taxes, charges, excises, license and permit fees, and other
charges by public or governmental authority, general and special, ordinary and extraordinary,
foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any
public or governmental authority on the Company or any property or any business owned by
Company within the City.
“Land” means the real property described in Exhibit A.
“Note” shall mean that certain promissory note in the principal amount of $1,300,000.00
payable to the lender First Financial Bank, N.A. in Stephenville P.O. Box 998 Stephenville,
Texas 76401 by the Company as borrower with a maturity date of sixty-eight (68) months for the
construction for the Restaurant as set forth in the Guaranty.
“Payment Request” shall mean written request from Company to the City for payment of
the Site Improvement Grant accompanied by copies of all invoices, bills, receipts and such other
information as may be reasonably requested by City to document Company expenditures for the
Site Improvements.
“Premises” shall collectively mean the Land and the Restaurant following construction
thereof.
“Related Agreements” shall collectively mean the Tax Abatement Agreement, the Note
and the Hard Eight Purchase and Sale Agreement.
"Restaurant" shall mean a restaurant consisting of at least 11,000 square feet of space,
other structures, drives, parking areas, facilities, paving, landscaping and other improvements
included to be constructed on the Land more fully described in submittals filed with the City in
order to obtain building permit(s).
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“Required Use” shall mean the continuous lease and/or ownership of the Land and the
Company’s continuous operation of the Restaurant on the Land.
“Roadway Impact Fee Waiver” shall mean the waiver of the collection of the roadway
impact fees to be assessed, if any, by the City against the Land to be provided as set forth herein.
“Sales and Use Tax” shall mean the one percent (1%) sales and use tax imposed by the
City pursuant to Chapter 321 of the Texas Tax Code (it being expressly understood that the
City’s sales and use tax receipts are being used only as a measurement for its participation
through the use of general funds), attributed to the collection of the City’s one percent (1%) sales
and use tax as a result of the sale by Company of Taxable Items at the Restaurant that are
Consummated in the City during the Grant Period. Sales Tax Receipts do not include any sales
and use tax imposed by City for the benefit of the Coppell Recreation Development Corporation,
pursuant to Section 4B of the Development Corporation Act of 1979, article 5190.6, Vernon’s
Revised Civil Statutes, or sales and use tax imposed by the City for the benefit of Coppell
Education Development Corporation pursuant to Chapter 379 A of the TEX. LOC. GOV’T CODE.
“Sales Tax Certificate” shall mean a certificate or other statement in a form reasonably
acceptable to the City setting forth the City’s Sales and Use Tax Receipts for the applicable
Grant Period, together with such supporting documentation required herein, and as the City may
reasonably request.
“Sales Tax Grant” shall mean semi-annual economic development grants in an amount
equal to a percentage of the Sales Tax Receipts to be paid as set forth herein.
“Sales Tax Receipts” shall mean the City’s receipts from the State of Texas from the
collection of the Sales and Use Tax for the applicable Grant Period.
“Site Improvements” shall mean certain improvements consisting of parking lot
improvements, drainage improvements, and landscaping for the Restaurant to be constructed on
the Land by the Company.
“Site Improvements Grant” shall mean an economic development grant in the amount of
the lesser of the actual costs incurred and paid by the Company for the Site Improvements not to
exceed $250,000.00.
“State of Texas” shall mean the office of the Texas Comptroller, or its successor.
“Tax Abatement Agreement” shall mean that certain tax abatement agreement by and
between the City and Company dated of approximate even date herewith.
“Taxable Items” shall have the same meaning assigned by Chapter 151, TEX. TAX CODE,
as amended.
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Article III
Economic Development Grants
3.1 Sales Tax Grants. (a)Subject to the Company’s obligation to repay the Grants in
paragraph 5.2 hereof, and the Company’s continued satisfaction of all the terms and conditions
of this Agreement, the City agrees to provide Company with semi-annual Sales Tax Grants for
ten (10) calendar years from lawfully available funds. The semi-annual Sales Tax Grants shall
be in an amount equal to the percentage of the Sales Tax Receipts for the applicable Grant Period
for the applicable calendar year set forth below not to exceed $20,000.00 per calendar year:
Calendar Year 1-5 Calendar Year 6-10
100% 50%
(b)Sales Tax Grant Payment. The Sales Tax Grants shall be paid semi-annually
within ninety (90) days after June 30 and within ninety (90) days after December 31 of each
calendar year, and the City’s receipt of the Sales Tax Certificate from the Company for the
applicable Grant Period for a period of ten (10) consecutive calendar years, beginning with the first
Grant Period following the Commencement Date. For example, assume the Commencement Date
is July 15, 2007 then the first Grant Period would be from July 15, 2007 through and including
December 31, 2007, and the first Sales Tax Grant would be paid within sixty (60) days after
December 31, 2007 and City receipt of the Sales Tax Certificate for such Grant Period.
(c)Sales Tax Grant Limitation. The City shall not be required to pay any Sales
Tax Grant until such time as the City has received Sales Tax Receipts from the State of Texas
relating to the applicable Grant Period for which such quarterly Sales Tax Grant payment is due.
Under no circumstances shall any Sales Tax Grant include any receipts from the City’s
imposition and collection of sales and use tax for the sale of Taxable Items by the Company at
any location, business, establishment, or entity in the City other than from the sale of Taxable
Items by Company consummated at the Restaurant. The payment of the Sales Tax Grants
hereunder is limited to the extent that the City has received Sales Tax Receipts for the respective
Grant Period. The City shall not be required to provide any Sales Tax Grants during the term of
this Agreement for any Grant Period(s) for which the City has not received the Sale Tax Receipts
for such Grant Period.
(d)Sales Tax Refunds. The Company shall promptly, but in no case later than ten (10)
days, notify the City in writing of any adjustments found, determined or made by Company, the
State of Texas or by an outside audit that results or will result in either a refund or the payment of
additional Sales and Use Tax. Such notification shall also include the amount of any such
adjustment in Sales and Use Tax Receipts. In the event the State of Texas determines that the City
erroneously received Sales Tax Receipts, or that the amount of Sales and Use Tax paid to the City
exceeds the correct amount of Sales and Use Tax for a previous Grant Period, for which the
Company has received a Sales Tax Grant, the Company shall, within thirty (30) days after receipt of
notification thereof from the City specifying the amount by which such Sales Tax Grant exceeded
the amount to which the Company was entitled pursuant to such State of Texas determination, pay
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such amount to the City. The City may at its option adjust the Sales Tax Grant payment(s) for the
Grant Period(s) immediately following such State of Texas determination for such incorrect
amount. As a condition precedent to payment of such refund, the City shall provide Company with
a copy of such determination by the State of Texas.
(e)Amended Sales Tax Returns. In the event the Company files an amended sales
and use tax return, or report, or if additional Sales and use Tax is due and owing by Company to
the State of Texas, as determined by or as approved by the State of Texas affecting Sales Tax
Receipts for a previous Grant Period, then the Grant payment for the Grant Period immediately
following the City’s receipt of Sales Tax Receipts from the State of Texas shall be adjusted
accordingly. As a condition precedent to payment of such adjustment, Company shall provide
City with a copy of any such amended Sales and Use Tax report or return, and the approval
thereof by the State of Texas.
(f)Confidentiality. The City agrees, to the extent allowed by law, to keep all
information and documentation received from the State of Texas pursuant to this Agreement
hereof (“Confidential Tax Information”) confidential. The City will only provide access to the
Confidential Tax Information to its employees, independent contractors or agents on a “need-to-
know” basis. The City will use the Confidential Tax Information solely for the purposes of
determining the Company’s entitlement to a Sales Tax Grant, a refund or to determine if any
additional Sales and Use Tax is due. The City will not, without the Company’s prior written
authorization, directly or indirectly, intentionally or inadvertently: (a) disclose to any other
person except as may be required by law (other than as expressly permitted above) the
Confidential Tax Information; (b) copy, photograph, photocopy, reduce to writing or otherwise
reproduce or duplicate the Confidential Tax Information in any form or medium, electronic or
otherwise except in connected with the purposes provided herein. The Company’s Waiver of
Sales Tax Confidentiality is solely for the limited purpose of allowing the City to confirm the
Company’s entitlement to Sales Tax Grants, City’s entitlement to refunds, or the Company’s
obligation to pay additional Sales and Use Tax during the term of this Agreement. In the event
the City is requested or becomes legally compelled (by deposition, interrogatory, request for
documents, subpoena, civil investigative demand or similar process) to disclose any Confidential
Tax Information, the City shall provide the Company with prompt written notice of such request
or requirement so that the Company may seek a protective order or other appropriate remedy
and/or waive compliance with the terms of this Section.
(g)Waiver of Sales Tax Confidentiality. The Company shall provide the City, and
maintain during the term of this Agreement a Waiver of Sales Tax Confidentiality which
authorizes the State of Texas to release to the City the Sales and Use Tax information pertaining
to the Company for the sale of Taxable Items at the Improvements during the term of this
Agreement substantially in the form attached hereto as Exhibit “C”. The Company will continue
to maintain an effective Waiver of Sales Tax Confidentiality during the term of this Agreement.
The Waiver of Sales Tax Confidentiality shall include but not be limited to the following
documentation and may include the following:
a. A schedule detailing the amount of Sales and Use Tax collected by the Company,
and paid to the State of Texas as a result of the sale of Taxable Items by the
Company consummated at the Improvements during the term of this Agreement;
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b. A copy of all Sales and Use Tax returns and reports, direct payment and self-
assessment returns, Sales and Use Tax prepayment returns, direct payment
permits and reports, sales and use tax audit assessments, including amended sales
and use tax returns or reports, filed by the Company during the term, showing
Sales and Use Tax collected (including sales and use tax paid directly to the State
of Texas pursuant to a direct payment certificate) by the Company for the sale of
Taxable Items consummated at the Improvements during the term of this
Agreement; and
c. Information concerning any refund or credit received by the Company of Sales or
Use Tax paid or collected by the Company (including any Sales and Use Tax paid
directly to the State pursuant to a direct payment permit) which has previously
been reported by the Company as Sales and Use Tax paid or collected.
3.2 Building Permit Fee Waiver; Roadway Impact Fee Waiver. Subject to the
Company’s obligation to repay the Grants in paragraph 5.2 hereof, and the Company’s continued
satisfaction of all the terms and conditions of this Agreement, the City shall provide the Building
Permit Fee Waiver and the Roadway Impact fee Waiver to the Company not to exceed
$20,000.00 in the aggregate. The parties acknowledge and agree that in the event impact fees are
not assessed against the Land, that the City shall not be required to pay any remaining or unused
portion of the Impact Fee Waiver in cash or cash equivalent to Company or any other party, or to
apply any remaining or unused portion of the Impact Fee Waiver against any other fees or
charges assessed or to be assessed by the City against the Company or any property owned by
Company to the Company.
3.3 Site Improvements Grant. Subject to the Company’s obligation to repay the
Grants in paragraph 5.2 hereof, and the Company’s continued satisfaction of all the terms and
conditions of this Agreement, the City agrees to provide the Company with the Site Improvements
Grant to be paid as completion of the work progresses from time to time within thirty (30) days
after City receipt of a Payment Request.
3.4 Financing Incentive. Subject to the Company’s obligation to repay the Grants in
paragraph 5.2 hereof, and the Company’s continued satisfaction of all the terms and conditions
of this Agreement, the City agrees to provide the First Financial Bank, N.A. in Stephenville P.O.
Box 998 Stephenville, Texas 76401 with the Financing Incentive to be paid within thirty (30)
days after City receipt of a written request for demand for payment of such sum by the financial
institution which is the payee under the Note following the closing of the purchase of the Land
by the Company from the CEDF and the execution of the Note. As a condition precedent to City
payment of the Financing Incentive, the Company and First Financial Bank, N.A. in Stephenville
P.O. Box 998 Stephenville, Texas 76401 shall have: (i) executed the Note; (ii) submitted a fully
executed copy of the Note including all financing, and other documents related thereto, to the
City at least thirty (30) days prior to the Closing of the purchase of the Land by the Company;
and (iii) the City shall have reviewed and approved the Note. The Company shall cause First
Financial Bank, N.A. in Stephenville P.O. Box 998 Stephenville, Texas 76401 to cooperate with
the City and to grant access to the documents related to the Note.
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3.5 Guaranty. Subject to the satisfaction of the conditions set forth in Section 3.4
above, the City agrees to execute and provide the Guaranty at closing of the purchase of the Land
by the Company pursuant to the Hard Eight Purchase and Sale Agreement.
3.6 Current Revenue. (a) The Grants made hereunder shall be paid solely from lawful
available funds, which have been appropriated by the City. Under no circumstances shall City’s
obligations hereunder be deemed to create any debt within the meaning of any constitutional or
statutory provision. Consequently, not withstanding any other provision of this Agreement, City
shall have no obligation or liability to pay any Grants unless and until the City appropriates funds
to make such payment during the budget year in which such Grant is payable. All payments of the
Grants are subject to appropriation of funds for such payments in the budget year for which they
are made. The Grants shall be paid solely from annual appropriations from the general funds of the
City or from such other funds of the City as may be legally set aside for such purpose consistent
with Article III, Section 52(a) of the Texas Constitution, as amended. In the event the City does
not appropriate funds in any fiscal year for which payment of the Grant is due under this
Agreement, the City shall not be liable to Company for such payments and Company shall have
the right but not the obligation to terminate the Agreement.
(b) The City shall not be obligated to pay any commercial bank, lender or similar
institution for any loan or credit agreement made by Company. None of the City’s obligations
under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender
and/or similar financial institution. Not withstanding the foregoing the Company may pledge the
payment of the Sales Tax Grants and the Site Improvement Grant to First Financial Bank, N.A. -
Stephenville.
Article IV
Conditions to the Economic Development Grants
The City’s obligation to pay the Grants shall be conditioned upon the Company’s
compliance with and satisfaction of each of the conditions set forth below:
4.1 Sales Tax Certificate. As a condition precedent to the payment of any Sales Tax
Grant hereunder, City shall have received the Sales Tax Certificate for the respective Grant Period.
The Company shall within thirty (30) days following the end of each calendar quarter beginning
with the first calendar quarter following the Commencement Date provide the City with a Sales
Tax Certificate. The City shall have no duty to calculate the Sales Tax Receipts or determine the
amount of any Sales Tax Grant or Company’s entitlement to any Sales Tax Grant, or pay any
Sales Tax Grant during the term of this Agreement until such time as Company has provided the
City the Sales Tax Certificate for the applicable Grand Period. The Company shall use a form
substantially as set forth in Exhibit “B” for the Sales Tax Certificate required herein. At the
request of the City, the Company shall provide such additional documentation as may be
reasonably requested by City to evidence, support and establish the Sales Tax Receipts. The
Sales Tax Certificate shall at a minimum contain, include or be accompanied by the following:
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i. A schedule detailing the amount of the Sales and Use Tax collected and paid to
the State of Texas as a result of the sale of Taxable Items by Company
Consummated at the Restaurant for the applicable Grant Period; and
ii. A copy of all sales and use tax returns and reports, direct payment and self
assessment returns, sales and use tax prepayment returns, direct payment permits
and reports, including amended sales and use tax returns or reports, filed by the
Company, for the previous ending calendar quarter for Sales and Use Tax
collected by the Company for the sale of Taxable Items consummated at the
Restaurant for the applicable Grant Period.
City agrees to the extent allowed by law to maintain the confidentiality of the Sales Tax
Certificate.
4.2 The Company shall as a condition precedent to the payment of any quarterly Sales
Tax Grant the City shall have received a Sales tax Certificate for the applicable Grant Period for
which payment of a Sales Tax Grant is requested.
4.3 Restaurant Construction. Company shall subject to events of Force Majeure to
cause Commencement of Construction of the Restaurant to occur on or before August 15, 2006
or other date mutually agreed to by the parties, and subject to events of Force Majeure to cause
Completion of Construction to occur thereof within nine calendar months thereafter.
4.4 Continuous Operation. During the term of this Agreement following the
Commencement Date for and continuing thereafter until termination of this Agreement the
Company shall continuously lease the Land (or own the Land), and occupy the Restaurant; and that
it shall not use the Restaurant and/or the Land for any purpose other than the Required Use and that
the Company shall not allow the operation and occupancy of the Premises in conformance with the
Required Use to cease for more than thirty (30) days except in connection with, and to the extent of
an Event of Force Majeure.
4.5 The Company agrees that as a condition precedent to payment of any of the Grants
hereunder that it shall not have an uncured breach or default of this Agreement and/or any one or
more of the Related Agreements.
Article V
Termination
5.1 This Agreement shall terminate upon any one of the following:
(a) by written agreement of the parties;
(b) on the Expiration Date;
(c) by either party in the event the other party breaches any of the terms or
conditions of this Agreement and such breach is not cured within thirty
(30) days after written notice thereof;
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(d) by City, if Company suffers an Event of Bankruptcy or Insolvency;
(e) by City, if any Impositions owed to the City or the State of Texas by
Company shall become delinquent (provided, however the Company retains
the right to timely and properly protest and contest any such Impositions);
and
(f) by City, if any subsequent Federal or State legislation or any decision of a
court of competent jurisdiction declares or renders this Agreement invalid,
illegal or unenforceable.
5.2 In the event the Agreement is terminated by the City, pursuant to Section 5.1 (c),
(d) or (e) the Company shall immediately repay to the City an amount equal to all Grants paid by
the City to the Company prior to the date of such termination plus the rate of interest periodically
announced by the Wall Street Journal as the prime or base commercial lending rate, or if the
Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate,
then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any
other New York money center bank selected by the City) as its prime or base commercial
lending rate, from the Effective Date until paid. Such repayment is to be paid in twelve (12)
equal monthly installments on or before the first day of each calendar month beginning the first
day the calendar month sixty (60) days following termination until paid. The repayment
obligation of Company set forth in this section 5.2 shall survive termination.
Article VI
Miscellaneous
6.1 Binding Agreement. The terms and conditions of this Agreement are binding
upon the successors and permitted assigns of the parties hereto. This Agreement may not be
assigned without the express written consent of the City Manager.
6.2 Limitation on Liability. It is understood and agreed between the parties that the
Company, in satisfying the conditions of this Agreement, has acted independently, and the City
assumes no responsibilities or liabilities to third parties in connection with these actions. The
Company agrees to indemnify and hold harmless the City from all such claims, suits, and causes
of actions, liabilities and expenses, including reasonable attorney’s fees, of any nature
whatsoever by a third party arising out of the Company’s performance of the conditions under
this Agreement, excluding actions of third parties with whom Company has not contracted with
or whom are not injured on the Land or within the Improvements.
6.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the parties.
6.4 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
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6.5 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the party at the address set forth below or on the day
actually received if sent by courier or otherwise hand delivered.
If intended for City, to:
Attn: City Manager
City of Coppell
255 Parkway Boulevard
P.O. Box 9478
Coppell, Texas 75019
With a copy to:
Peter G. Smith
Nichols, Jackson, Dillard,
Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
If intended for the Company:
If intended for Company:
Coppell Hard Eight, Ltd..
Attn: Phillip Nivens
1091 Glen Rose Highway
Stephenville, Texas 76401
With a copy to:
Steven J. Reid
105 W. Pearl
Granbury, Texas 76048
(817) 573-3718
(817) 573-9732 FAX
6.6 Entire Agreement. This Agreement is the entire Agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement between the parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
6.7 Governing Law. The Agreement shall be governed by the laws of the State of
Texas; and venue for any action concerning this Agreement shall be in the State District Court of
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Dallas County, Texas. Venue for any action shall be in the State District Court of Dallas County
Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court.
6.8 Amendment. This Agreement may only be amended by the mutual written
agreement of the parties.
6.9 Legal Construction. 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 other provisions, and it is the intention
of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or
unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable.
6.10 Recitals. The recitals to this Agreement are incorporated herein.
6.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
5.12 Exhibits. All exhibits to this Agreement are incorporated herein by reference for
all purp6ses wherever reference is made to the same.
6.13 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.
6.14 Conditions Precedent. This Agreement and the Parties respective obligations,
are subject to and contingent upon: (i) the City and Company entering into the Tax Abatement
Agreement; (ii) the Company and the CEDF entering into the Hard Eight Purchase and Sale
Agreement; (iii) the Company and First Financial Bank, N.A. in Stephenville P.O. Box 998
Stephenville, Texas 76401 having executed the Note; (iv) the City having reviewed and
approved the Note.
Signature Page to Follow
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EXECUTED on this _______ day of _____________________, 2006.
City of Coppell, Texas
By:
Douglas N. Stover, Mayor
Attest:
By:
Libby Ball, City Secretary
Approved as To Form:
By:
Peter G. Smith
(06/21/06)
EXECUTED this the _________ day of ______________________, 2006.
Coppell Hard Eight, Ltd.
By: Big Boy, Inc.
Its General Partner
By: _______________________________________
Phillip Nivens
President
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City’s Acknowledgment
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of _______________,
2006, by Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf
of said municipality.
___________________________________
Notary Public, State of Texas
My Commission Expires:
_________________________
Company’s Acknowledgment
STATE OF TEXAS §
§
COUNTY OF _____________ §
This instrument was acknowledged before me on the _______ day of ___________,
2006, by Phillip Nivens, being the President of Big Boy, Inc., the general partner of Coppell
Hard Eight, Ltd., a Texas limited partnership on behalf of said partnership.
Notary Public, State of Texas
My Commission expires:
___________________________
Exhibit “A”
Legal description of Land
CRESCENT ADDITION
LOT 1, BLOCK A
WHEREAS City of Coppell is the owner of a 2.1898 acre tract of land situated in the James A.
Simmons Survey, Abstract No. 1296, Dallas County, Texas; said tract being part of a tract of land
described in deed to City of Coppell recorded in Volume 2003094, Page 0797 of the Deed Records
of Dallas County, Texas; said tract also being part of Block 5, Coppell Commerce Center Phase I,
an addition to the City of Coppell, recorded in Vol. 81051, pg. 3041, deed records, Dallas County,
Texas; said 2.1898 acre tract bring more particularly described as follows:
BEGINNING, as a ½ inch iron rod found for corner, said point being in the south right-of-way
line of Bethel Road (a 50 foot right-of-way); said point also being the northwest corner of that
certain 1.09 acre tract of land described in deed to Camille Juraszek recorded in Volume 99100,
Page 674 of the Deed Records of Dallas County, Texas;
THENCE, South 01 degrees 18 minutes 00 seconds West, departing said south right-of-way line
of Bethel Road, a distance of 183.30 feet to a ½ inch iron rod found for corner; said point being
in the north line of a 18.918 acre tract of land described in deed to KCO TXII Coppell Inv. Ltd
recorded in Volume 2000246, Page 3694 of the Deed Records of Dallas County, Texas;
THENCE, North 89 degrees 01 minutes 04 seconds West, a distance of 520.41 feet to a “+” cut
found on the top of curb in the east right-of-way line of Freeport Parkway (a 70 foot right-of-way
at this point);
THENCE, North 01 degrees 18 minutes 00 seconds East, along said east right-of-way line of
Freeport Parkway, a distance of 183.30 feet to a ½ inch iron rod w/”PACHECO KOCH” cap set
for corner; said point being at the intersection of the east right-of-way line of Freeport Parkway
and the south right-of-way line of Bethel Road;
THENCE, South 89 degrees 01 minutes 04 seconds East, departing said east right-of-way line of
Freeport Parkway and along said south right-of-way line of Bethel Road, a distance of 520.41
feet to the POINT OF BEGINNING;
CONTAINING, 95,390 square feet or 2.1898 acres of land, more or less.
Exhibit “B”
Sales Tax Certificate Form
Taxpayer Number: ________________________
Calendar Period Beginning and Ending: _____________
1. TOTAL SALES
(Whole dollars only)_______
2. TAXABLE SALES
(Whole dollars only)_______
3. TAXABLE PURCHASES
(Whole dollars only) ______
7. AMOUNT OF TAX DUE (Dollars and Cents)
(Multiply “Amount subject to tax “ by “Tax Rate” for state
and City tax due)
4. Amount subject to state tax
(Item 2 plus Item 3) _______
X = 7a.State Tax (include Item 8a)
5. Amount subject to City tax _X = 7b.City Tax (include Item 8b)
26180 STATE TAX - Column a LOCAL TAX - Column b
8. Total tax due
9. Prepayment credit
10. Adjusted tax due (Item 8 minus Item 9)
11. TIMELY FILING DISCOUNT
12. Prior payments
13. Net tax due (Item 10 minus Items 11 & 12)
14. Penalty and interest (See instructions)
15a. Total state amount due 15b. Total City amount due
15. TOTAL STATE AND LOCAL AMOUNT DUE
(Item 13 plus Item 14)
16. TOTAL CITY
AMOUNT PAID
(Item 15b)
I declare that the Information in this document and any attachments is true and correct to the best of my knowledge.
Sign Taxpayer or duly authorized agent
Here
Date Daytime phone (Area code & number)
Exhibit C
Waiver of Sales Tax Confidentiality
Date: ____________________
I authorize the Comptroller of Public Accounts to release sales tax information pertaining to the
taxpayer indicated below to the City of Coppell, Texas. This waiver applies only to our place of
business located in Coppell, Texas.
Name of Taxpayer as Shown on Texas Sales Tax Permit
Taxpayer Mailing Address
Physical Location of Business Permitted for Sales Tax in Coppell, Texas
Texas Taxpayer ID Number Tax Outlet Number
______________________________________
Authorized Signature
______________________________________
Printed Name
______________________________________
Position Title
Telephone Number
The authorized signature must be an owner, officer, director, partner, or agent authorized to sign a Texas Sales Tax
Return. If you have any questions concerning this waiver of confidentiality, please contact the Texas Comptroller of
Public Accounts at 800.531.5441.
DEPT: City Secretary
DATE: June 27, 2006
ITEM #: 15
AGENDA REQUEST FORM
NECESSARY ACTION RESULTING FROM WORK SESSION
Agenda Request Form - Revised 02/04 Document Name: %necessaryactionwork
DEPT: City Manager
DATE: June 27, 2006
ITEM #: 16
AGENDA REQUEST FORM
CITY MANAGER'S REPORT
A. Water usage update.
Agenda Request Form - Revised 09/02 Document Name: %necessaryactionwork
DEPT: City Manager
DATE: June 27, 2006
ITEM #: 17
AGENDA REQUEST FORM
MAYOR AND COUNCIL REPORTS
A. Report by Mayor Stover regarding 4th of July activities.
Agenda Request Form - Revised 09/02 Document Name: %mayorreport
DEPT: City Secretary
DATE: June 27, 2006
ITEM #: 18
AGENDA REQUEST FORM
COUNCIL COMMITTEE REPORTS
A. Carrollton/Farmers Branch ISD/Lewisville ISD – Councilmember Tunnell.
B. Coppell ISD - Mayor Pro Tem Faught and Councilmember York.
C. Coppell Seniors – Mayor Pro Tem Faught and Councilmember Brancheau.
D. Dallas Regional Mobility Coalition - Councilmember Peters.
E. Economic Development Committee - Councilmembers Peters and Franklin.
F. Metrocrest Hospital Authority - Councilmember Tunnell.
G. Metrocrest Medical Foundation - Councilmember Hinojosa-Flores.
H. Metrocrest Medical Services - Councilmember Hinojosa-Flores.
I. Metrocrest Social Service Center – Councilmember York.
J. North Texas Council of Governments - Councilmember Peters.
K. NTCOG/Regional Emergency Management – Councilmember Franklin.
L. North Texas Commission - Councilmember Brancheau.
M. Senior Adult Services - Mayor Pro Tem Faught.
Agenda Request Form - Revised 06/03 Document Name: %ccommreport
DEPT: City Secretary
DATE: June 27, 2006
ITEM #: 19
AGENDA REQUEST FORM
NECESSARY ACTION RESULTING FROM EXECUTIVE SESSION
Agenda Request Form - Revised 09/02 Document Name: %necessaryactionexec
CERTIFICATE OF AGENDA ITEM SUBMISSION
Council Meeting Date: June 27, 2006
Department Submissions:
Item No. 9/E was placed on the Agenda for the above-referenced City
Council meeting by the Engineering Department. I have reviewed the
Agenda Request (and any backup if applicable) and hereby submit this item
to the City Council for consideration.
____________________
Engineering Department
Item No. 9/F was placed on the Agenda for the above-referenced City
Council meeting by the Park Department. I have reviewed the Agenda
Request (and any backup if applicable) and hereby submit this item to the
City Council for consideration.
____________________
Park Department
Financial Review:
I certify that I have reviewed all the items submitted for consideration on
the Agenda for the above-referenced City Council Meeting and have inserted
any financial comments where appropriate.
____________________
Finance Department
City Manager Review:
I certify that I have reviewed the complete Agenda and Packet for the
above-referenced City Council Meeting and hereby submit the same to the
City Council for consideration.
____________________
City Manager