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CP 2007-09-25 NOTICE OF CITY COUNCIL MEETING AND AGENDA SEPTEMBER 25, 2007 DOUG STOVER, BRIANNA HINOJOSA-FLORES, Place 3 Mayor Mayor Pro Tem TIM BRANCHEAU, Place 1 BILLY FAUGHT, Place 5 JAYNE PETERS, Place 2 MARVIN FRANKLIN, Place 6 MARSHA TUNNELL, Place 4 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) Work Session Immediately Following 1st Fl. Conf. Room (Open to the Public) Bd/Comm Reception 6:00 p.m. – 7:00 p.m. Atrium (By Invitation Only) Regular Session 7:00 p.m. Council Chambers (Open to the Public) Executive Session Immediately Following 1st Fl. Conf. Room (Closed 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, September 25, 2007, at 5:30 p.m. for Executive Session, Work Session will follow immediately thereafter, and Regular Session will begin at 7:00 p.m., with Executive Session immediately following, 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: ag092507 Page 1 of 6 ITEM # ITEM DESCRIPTION 1. Call to order. WORK SESSION (Open to the Public) 2. Convene Work Session A. Discussion regarding up-coming meetings. B. Discussion of Agenda Items. Adjourn Work Session. PUBLIC ANNOUNCEMENTS Public Service Announcements concerning local civic events and no Council action is required or permitted. RECEPTION FOR BOARD/COMMISSION/COMMITTEE MEMBERS IN ATRIUM FROM 6:00 PM TO 7:00 PM. REGULAR SESSION (Open to the Public) 3. Convene Regular Session. 4. Invocation. 5. Pledge of Allegiance. 6. Consideration of rescinding action regarding the appointment of individuals to the Coppell Education Development Corporation taken at the September 11, 2007 meeting, and consideration of appointment of incumbents to said Corporation. 7. Swearing in of newly appointed Board/Commission/Committee members. 8. Report by Keep Coppell Beautiful. 9. Citizens' Appearances. ag092507 Page 2 of 6 ITEM # ITEM DESCRIPTION CONSENT AGENDA 10. Consider approval of the following consent agenda items: A. Consider approval of minutes: September 11, 2007. B. Consider approval of renewing the service agreement with Motorola, Inc. for the maintenance of all city radios and the communication network in the amount of $60,166.68; and authorizing the City Manager to sign. C. Consider approval of a grant for technology in the amount of $139,550 for literacy between Carrollton/Farmers Branch ISD, the city of Coppell, and the Coppell Education Development Corporation, and authorizing the City Manager to sign. D. Consider approval of a grant for technology in the amount of $54,525 for technology between Carrollton/Farmers Branch ISD, the city of Coppell, and the Coppell Education Development Corporation, and authorizing the City Manager to sign. E. Consider approval of an agreement for the architectural services of J. Stuart Todd, Inc., for the Rolling Oaks Cemetery in an amount not to exceed $135,000 and authorizing the City Manager to sign. F. Consider approval of a professional services agreement with Brinson Benefits, Inc. for benefit consulting services and other health and wellness related services in the amount $117,839.00 and authorizing the City Manager to sign. END OF CONSENT 11. Consider approval of Supplemental Agreement #1 To Interlocal Cooperation Agreement Regarding SH-121 Dated February 1, 2000 to allow for the refund of $1,200,000.00 previously paid for SH-121; and authorizing the Mayor to sign. 12. Consider approval of the Annual Report from the Coppell Education Development Corporation. ag092507 Page 3 of 6 ITEM # ITEM DESCRIPTION 13. Consider approval of a new Tax Abatement Policy for the City of Coppell to take effect on October 1, 2007. 14. Consider approval of a tax incentive policy for Old Town Coppell to take effect on October 1, 2007. 15. Consider approval of Council goals for 2007. 16. Mayor and Council Reports. A. Report by Mayor Stover regarding the “Dig for a Cure” held on September 22nd. B. Report by Councilmember Faught regarding Grapefest. C. Report by Councilmember Tunnell regarding National League of Cities. D. Report by Councilmember Tunnell regarding Economic Development Steering Committee Meeting. 17. Council Committee Reports. A. Carrollton/Farmers Branch ISD/Lewisville ISD – Councilmember Tunnell. B. Coppell ISD – Councilmembers Peters and Faught. C. Coppell Seniors – Councilmembers Brancheau and Faught. D. Dallas Regional Mobility Coalition – Councilmember Peters. E. Economic Development Committee – Mayor Pro Tem Hinojosa- Flores and Councilmember Franklin. F. International Council for Local Environmental Initiatives (ICLEI) – Councilmember Brancheau G. Metrocrest Hospital Authority – Councilmember Tunnell. H. Metrocrest Medical Foundation – Councilmember Tunnell. I. Metrocrest Medical Services – Mayor Pro Tem Hinojosa-Flores. J. Metrocrest Social Service Center – Councilmember Tunnell. K. North Texas Council of Governments – Councilmember Brancheau. L. NTCOG/Regional Emergency Management – Councilmember Franklin. M. North Texas Commission – Councilmember York. N. Senior Adult Services – Councilmember Faught. EXECUTIVE SESSION (Closed to the Public) 18. Convene Executive Session A. Section 551.071, Texas Government Code - Consultation with City Attorney. ag092507 Page 4 of 6 ITEM # ITEM DESCRIPTION 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. 2. Seek legal advice from the City Attorney regarding applicability of City of Coppell Zoning Ordinance and actions of the Planning and Zoning Commission. B. Section 551.087, Texas Government Code – Economic Development Negotiations. 1. ED Prospects West of Beltline/Denton Tap and south of Bethel Road. C. Section 551.074, Texas Government Code - Personnel Matters. 1. Deliberation regarding City Manager Evaluation. 19. Necessary action resulting from Work Session. 20. 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 21st day of September, 2007, at __________________. ____________________________________ Libby Ball, City Secretary ag092507 Page 5 of 6 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). ag092507 Page 6 of 6 KEY TO COUNCIL GOALS ICONS 2007 Economic Development • Promote highest and best use of Lesley tract • Continue to explore large tract development options • Continue “hot spot” focus • Refine “Old Coppell” vision • Assess use/sale/acquisition of City property • Develop strategy to attract and retain high value office/retail/development Quality Public Facilities & Infrastructure • Explore funding sources for IMF • Implement ½-cent sales tax reallocation for parks • Continue focus on local/regional transportation efforts • Provide quality park and recreation facilities Excellent City Services & High Citizen Satisfaction • Continue strategic planning for future costs of service delivery • Timely response with quality service delivery • Optimize citizen communication efforts • Promote citizen involvement • Actively participate in the legislative process Sense of Community • Develop and support community special events • Encourage and evaluate teen initiatives • Reassess viability of City cemetery • Evaluate services and programs for senior citizen community • Continue support for social services benefiting Coppell citizens • Continue partnership with public entities serving our community Fiscal Stability • Continue and refine financial planning and forecasting • Continue systematic management of debt and expenditures • Balance expenditures with ability to maintain over time • Perform cost analysis on all approved projects and programs prior to implementation • Minimize potential impact of external factors and developments Neighborhood Integrity & Code Enforcement • Maintain communication with neighborhoods and the community • Update Master Plan and Zoning as required • Continue proactive neighborhood integrity programs 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 AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: WS-2 WORK SESSION A. Discussion regarding up-coming meetings. B. Discussion of Agenda Items. Agenda Request Form - Revised 02/07 Document Name: %wksessn WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ ȱ City Manager September 25, 2007 6 ✔ PROCEDURAL Consideration of rescinding action regarding the appointment of individuals to the Coppell Education Development Corporation taken at the September 11, 2007 meeting, and consideration of appointment of incumbents to said Corporation. There was a mistake made regarding two incumbents who were supposed to be reappointed considering the short life span of this corporation, and in the confusion four new individuals were appointed. Staff recommends reappointment of the two incumbents. !CEDCappointment WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ ȱ City Secretary September 25, 2007 7 ✔ PROCEDURAL Swearing in of newly appointed Board/Commission/Committee members. Board members appointed at the September 11, 2007 City Council meeting will be sworn into office. No action necessary. %swearin WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: City Secretary September 25, 2007 8 ✔ REPORT Report by the Keep Coppell Beautiful Board. The semi-annual report will be made by a member of the Keep Coppell Beautiful Board. No action necessary on this item. %boardreport AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: 9 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 WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: City Secretary September 25, 2007 10/A ✔ PROCEDURAL Consider approval of minutes: September 11, 2007. Minutes of the City Council meeting held on September 11, 2007. Staff recommends approval. %minutes MINUTES OF SEPTEMBER 11, 2007 The City Council of the City of Coppell met in Regular Called Session on Tuesday, September 11, 2007, 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 Brianna Hinojosa-Flores, Mayor Pro Tem Tim Brancheau, Councilmember Jayne Peters, Councilmember Billy Faught, Councilmember Bill York, Councilmember Councilmembers Tunnell and Franklin were absent from the meeting. 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. 2. Regulation of Group Homes. B. Section 551.087, Texas Government Code – Economic Development Negotiations. cm091107 Page 1 of 17 1. ED Prospects West of Beltline/Denton Tap and south of Bethel Road. Mayor Stover convened into Executive Session at 5:45 p.m. as allowed under the above-stated article. Mayor Stover adjourned the Executive Session at 6:34 p.m. and opened the Work Session. WORK SESSION (Open to the Public) 3. Convene Work Session A. Discussion regarding proposal from Oncor Electric Delivery for the installation of street lights in the median of Parkway Boulevard from Graham Drive west to North Coppell Road. B. Discussion regarding the naming of the proposed Grapevine Springs Senior/Community Center. C. Discussion regarding Board/Commission Appointments. D. Discussion of Agenda Items. REGULAR SESSION (Open to the Public) 4. Convene Regular Session. 5. Invocation. Pastor Dale Patterson of Hackberry Creek Church led those present in the Invocation. 6. Pledge of Allegiance with the Color Guard presented by the Coppell Fire Department. The Color Guard was presented by the Coppell Fire Department in memory of 9/11/01 and the Pledge of Allegiance was led by Mayor Stover. 7. Consider approval of a proclamation naming the week of September 17 through 23, 2007 as CONSTITUTION WEEK, and authorizing the Mayor to sign. cm091107 Page 2 of 17 Presentation: Mayor Stover read the Proclamation for the record and presented the same to Reba Park and Sue Riddle. Action: Councilmember Peters moved to approve a proclamation naming the week of September 17 through 23, 2007 as CONSTITUTION WEEK, and authorizing the Mayor to sign. Councilmember Faught seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 8. Citizens' Appearances. A. Thomas Burrows, 138 Wynnpage, spoke to Council regarding mineral rights; garbage and trash around the city. CONSENT AGENDA 9. Consider approval of the following consent agenda items: A. Consider approval of minutes: August 28, 2007. B. Consider approval of a Resolution amending Resolution No. 010996.3, as heretofore amended, with regard to zoning fees, library fees, engineering fees and recreational fees and authorizing the Mayor to sign. C. Consider approval of awarding bid #RFP0089-City of Coppell Medical Plan Stop Loss Insurance to Aetna Signature Administrators in the amount of $311,285.00 and authorizing the City Manager to sign. D. Consider approval of a professional services agreement with Fiserv Health Services to provide third party health claim administration for the City of Coppell Health Benefit Plan in the amount of $132,552.00 and authorizing the City Manager to sign. cm091107 Page 3 of 17 E. Consider approval of an Ordinance for Case No. PD-228-HC, Vista Ridge Retail, zoning change from HC (Highway Commercial) to PD-228-HC (Planned Development-228-Highway Commercial) to establish a Concept Plan for retail and restaurant uses on 14.8 acres of property, and to attach a Detail Site Plan to allow the development of a grocery store with restaurant, convenience store with fuel sales & drive-through and retail uses on approximately 11 acres of property, located at the northeast corner of S.H. 121 and Denton Tap Road, and authorizing the Mayor to sign. F. Consider approval of an Ordinance for Case No. PD-229-LI Minyard Addition (KTR Capital), zoning change from LI (Light Industrial) to PD-229-LI (Planned Development-229-Light Industrial) to allow the retention and expansion of the existing office/warehouse and office buildings and to allow the construction of four office/warehouse buildings, totaling approximately 503,250-square-feet on 79.53 acres of property, located at the southwest corner of Freeport Parkway and Bethel Road, and authorizing the Mayor to sign. G. Consider approval of an Ordinance of the City of Coppell ordering a Special Election to be held on November 6, 2007 to consider the adoption of one-fourth of one percent sales and use tax to provide revenue for maintenance and repair of municipal streets; and, to consider the creation of a Crime Control and Prevention District and the adoption of one-fourth of one percent sales and use tax for crime reduction programs; providing for the publication and posting of notice; authorizing the City Manager to execute an Election Agreement and Election Services Contract with Denton County Elections Department; and authorizing the Mayor to sign the ordinance. Action: Councilmember Faught moved to approve Consent Agenda Items A, B carrying Resolution No. 2007-0911.1, C, D, E carrying Ordinance No. 91500- A-482, F carrying Ordinance No. 91500-A-481 and G carrying Ordinance No. 2007-1179. Councilmember York seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. cm091107 Page 4 of 17 10. Consider approval of an Ordinance authorizing the issuance of City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 2007 in the amount of $9,100,000, making provisions for the security thereof, and ordaining other matters relating to the subject and authorizing the Mayor to sign. Presentation: Boyd London with First Southwest made a presentation to the Council. Action: Councilmember York moved to approve Ordinance No. 2007-1180 authorizing the issuance of City of Coppell, Texas Combination Tax and Revenue Certificates of Obligation, Series 2007 in the amount of $9,100,000, making provisions for the security thereof, and ordaining other matters relating to the subject and authorizing the Mayor to sign. Councilmember Peters seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 11. PUBLIC HEARING: Consider approval of the Amberpoint Business Park at Coppell, Lot 2R- 1R and Lot 2R-3, Block A, Replat, being a replat of 55.69 acres of property into two lots, Lot 2R-1R, containing 36.66 acres and Lot 2R-3 containing 19.36 acres, allow for separate ownership, on property located at the southeast corner of Sandy Lake Road and Northpoint Drive. Presentation: Gary Sieb, Director of Planning, made a presentation to the Council. Brandon Luedke, representing the Applicant, indicated he was available for questions. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. cm091107 Page 5 of 17 Action: Councilmember York moved to close the Public Hearing and approve the Amberpoint Business Park at Coppell, Lot 2R-1R and Lot 2R-3, Block A, Replat, being a replat of 55.69 acres of property into two lots, Lot 2R-1R, containing 36.66 acres and Lot 2R-3 containing 19.36 acres, allow for separate ownership, on property located at the southeast corner of Sandy Lake Road and Northpoint Drive. Councilmember Peters seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 12. Consider approval of the Pecan Creek Addition, Lots 1 & 2, Minor Plat, to subdivide this property into two (2) lots, Lot 1 containing 1.88 acres and Lot 2 containing 2.49 acres to allow for separate ownerships, on 4.376 acres of property located on the east side of S. Denton Tap Road, north of the DART R.O.W. Presentation: Gary Sieb, Director of Planning, made a presentation to the Council. Cabanne Link, representing the Applicant, addressed Council. Action: Councilmember Faught moved to approve the Pecan Creek Addition, Lots 1 & 2, Minor Plat, to subdivide this property into two (2) lots, Lot 1 containing 1.88 acres and Lot 2 containing 2.49 acres to allow for separate ownerships, on 4.376 acres of property located on the east side of S. Denton Tap Road, north of the DART R.O.W. Mayor Pro Tem Hinojosa-Flores seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 13. PUBLIC HEARING: Consider approval of Case No. PD-108R9-SF-9, The Chateaus of Coppell, a zoning change request from PD-108R7-SF-9 (Planned Development-108R7-Single Family-9) to PD-108R9-SF-9 (Planned Development-108R9-Single Family-9), to attached a Detail Site Plan, to allow the development of 56 single-family homes and common/open cm091107 Page 6 of 17 space lots on 20 acres of property located at the southwest corner of Bethel and Denton Tap Roads. Presentation: Gary Sieb, Director of Planning, made a presentation to the Council. Matthew Alexander, representing the Applicant, addressed Council. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. Action: Councilmember Peters moved to close the Public Hearing and approve: Item No. 13: Case No. PD-108R9-SF-9, The Chateaus of Coppell, a zoning change request from PD-108R7-SF-9 (Planned Development-108R7-Single Family-9) to PD- 108R9-SF-9 (Planned Development-108R9-Single Family-9), to attached a Detail Site Plan, to allow the development of 56 single-family homes and common/open space lots on 20 acres of property located at the southwest corner of Bethel and Denton Tap Roads, subject to the following conditions: 1) Revise the note #7 on the detail plan to read as follows: there should be no parking adjacent to lots 1,6,7,14,15 Block C and adjacent to Common Area 6; 2) Tree removal permit is required prior to issuance of a grading permit; 3) Park Development Fees of $1285 per unit required; and 4) Clarification of when “no parking” signs will go up; Item No. 14: The Chateaus of Coppell, Preliminary Plat, to allow the development of 56 single-family homes and common/open space lots on 20 acres of property located at the southwest corner of Bethel and Denton Tap Roads, subject to the following conditions: 1) Include a sidewalk easement within common Lot 1X; cm091107 Page 7 of 17 2) Revise notes to reflect notes on the Detail Plan, including the revision to Note #5 on the to read as follows “There shall be no parking adjacent to Lots 1, 6, 7, 14, 15 Block C (east side of Montebello Drive) and adjacent to common area 6X;” 3) Drainage easements must be abandoned by separate instrument; 4) Indicate location of proposed screening wall to assure no conflict with existing sanitary sewer line; 5) Revise “Cottonbelt Railroad” to DART; 6) Adding a disclosure that the plat of property depicted herein is adjacent to a rail line owned by Dallas Area Rapid Transit, and may in the future be utilized as an active transit line; and 7) Clarification of when “no parking” signs will go up; Item No. 15: Granting the Planning & Zoning Commission Final Plat approval authority of The Chateaus of Coppell, to allow the development of 56 single-family homes and common/open space lots on 20 acres of property located at the southwest corner of Bethel and Denton Tap Roads. Mayor Pro Tem Hinojosa-Flores seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 14. Consider approval of The Chateaus of Coppell, Preliminary Plat, to allow the development of 56 single-family homes and common/open space lots on 20 acres of property located at the southwest corner of Bethel and Denton Tap Roads. This item was considered with Item 13. See Item 13 for minutes. 15. Consider granting the Planning & Zoning Commission Final Plat approval authority of The Chateaus of Coppell, to allow the development of 56 single-family homes and common/open space lots on 20 acres of property located at the southwest corner of Bethel and Denton Tap Roads. This item was considered with Item 13. See item 13 for minutes. cm091107 Page 8 of 17 16. PUBLIC HEARING: Consider approval of Case No. PD-214R3-SF-9, Arbor Manors Phase II, zoning change request from R (Retail) to PD-214R3-SF-9 (Planned Development-214 Revision-3-Single Family-9) to attach a Detail Site Plan to allow the development of two (2) single-family homes, one (1) common area lot and street right-of-way on approximately 0.87 acres of property located north of the Whispering Hills Addition and east of the Georgian Place Addition. Presentation: Gary Sieb, Director of Planning, made a presentation to the Council. Matthew Alexander, representing the Applicant, addressed the Council. Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. Action: Councilmember York moved to close the Public Hearing and approve: Item 16: Case No. PD-214R3-SF-9, Arbor Manors Phase II, zoning change request from R (Retail) to PD-214R3-SF-9 (Planned Development-214 Revision-3- Single Family-9) to attach a Detail Site Plan to allow the development of two (2) single-family homes, one (1) common area lot and street right-of-way on approximately 0.87 acres of property located north of the Whispering Hills Addition and east of the Georgian Place Addition, subject to the following conditions: 1) Change Condition 5.0 in write up from “Maximum” to “Minimum” Lot Area; and 2) Include graphic example of Exhibit “C” behind legal description in write- up. and cm091107 Page 9 of 17 Item 17: The Arbor Manors Phase II, Preliminary Plat, to allow the development of two (2) single-family homes, one (1) common area lot and street right-of-way on approximately 0.87 acres of property located north of the Whispering Hills Addition and east of the Georgian Place Addition. Councilmember Peters seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 17. Consider approval of the Arbor Manors Phase II, Preliminary Plat, to allow the development of two (2) single-family homes, one (1) common area lot and street right-of-way on approximately 0.87 acres of property located north of the Whispering Hills Addition and east of the Georgian Place Addition. This item was considered with Item 16. See Item 16 for minutes. 18. PUBLIC HEARING: Consider approval of the Arbor Manors, Replat, to allow the development of 73 single-family homes and 10 common area lots on approximately 25.15 acres of property located south of Sandy Lake Road; and west of Denton Tap Road. 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. Action: Councilmember Brancheau moved to close the Public Hearing and approve the Arbor Manors, Replat, to allow the development of 73 single-family homes and 10 common area lots on approximately 25.15 acres of property located south of Sandy Lake Road; and west of Denton Tap Road; subject to the following conditions: cm091107 Page 10 of 17 1) Changing references on all exhibits from existing PD-SF-7/C to PD-SF- 9/C; 2) Note that access easement through Lot 10X will be constructed by this development; and 3) Need copy of Letter of Intent indicating the GTE is agreeable to selling property for Arbor Manors, Phase Two. Mayor Pro Tem Hinojosa-Flores seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 19. Consider approval of an Ordinance approving and adopting the budget for the City of Coppell for the Fiscal Year of October 1, 2007 through September 30, 2008, and authorizing the Mayor to sign. Presentation: City Manager Jim Witt made a presentation to the Council. Jennifer Miller, Finance Director, made a presentation to the Council. Action: Mayor Pro Tem Hinojosa-Flores moved to approve Ordinance No. 2007-1181 approving and adopting the budget for the City of Coppell for the Fiscal Year of October 1, 2007 through September 30, 2008, and authorizing the Mayor to sign. Councilmember Brancheau seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 20. Consider the approval of the property tax revenue increase as reflected in the 2007-2008 Annual Budget. Presentation: Jennifer Miller, Finance Director, made a presentation to the Council. cm091107 Page 11 of 17 Action: Councilmember Brancheau moved to adopt a budget that requires raising more revenue from property taxes than the previous year and to ratify the tax increase reflected in the budget. Councilmember Peters seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 21. Consider approval of an Ordinance of the City of Coppell, Texas levying the ad valorem taxes for the year 2007 at .64146/$100 per valuation of which .47616 for operations and maintenance and .16530 for interest and sinking, and authorizing the Mayor to sign. Presentation: Jennifer Miller, Finance Director, made a presentation to the Council. Action: Councilmember Faught moved to approve Ordinance No. 2007-1182 levying the ad valorem taxes for the year 2007 at .64146/$100 per valuation of which .47616 for operations and maintenance and .16530 for interest and sinking, and authorizing the Mayor to sign. Councilmember Peters seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 22. Consider approval of a Resolution denying the request by Atmos Energy Corporation to implement an annual gas reliability infrastructure program rate increase for the fourth consecutive year, providing notice hereof to said company, and authorizing the Mayor to sign. Presentation: City Manager Jim Witt made a presentation to the Council. cm091107 Page 12 of 17 Action: Councilmember Brancheau moved to approve Resolution No. 2007-0911.2 denying the request by Atmos Energy Corporation to implement an annual gas reliability infrastructure program rate increase for the fourth consecutive year, providing notice hereof to said company, and authorizing the Mayor to sign. Councilmember Peters seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 23. Consider approval of a Pro Rata Agreement for the 8" water line along SH 121 and Highland Drive to serve the Vista Ridge Retail development between City of Coppell and JDB Coppell Village Plaza- Commercial, L.P. ; and authorizing the City Manager to sign. Presentation: Ken Griffin, Director of Engineering and Public Works, made a presentation to the Council. Action: Councilmember York moved to approve a Pro Rata Agreement for the 8" water line along SH 121 and Highland Drive to serve the Vista Ridge Retail development between City of Coppell and JDB Coppell Village Plaza- Commercial, L.P.; and authorizing the City Manager to sign. Councilmember Faught seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 24. Consider appointments to the City's Boards/Commissions/Committees. Presentation: Mayor Stover read the proposed slate as follows: American Red Cross: 3-year Regular Ron Carpenter cm091107 Page 13 of 17 Animal Services Advisory & Appeals Board: 2-year Regular Tressa Broadhead 2-year Alternate Tom Sawyer Board of Adjustment: 2-year Regular Don Perschbacher John Hoppie 2-year Alternate Harold Copher, Jr. Virginia Harn Conduct Review Board: 2-year Regular Shannon Chambless Alicia Guadarrama Virginia Harn Barbara Piels Linda Pilone Marie Reed Venky Venkatraman James Walker April Terry Coppell Economic Development Committee: 2-year Regular Amanda O’Neal Eric Hansen Matt Hall Dornell Reese Coppell Education Development Committee: 2-year Regular Bill Elieson Marilyn Kibler David Caviness Jeff Kreisberg cm091107 Page 14 of 17 Keep Coppell Beautiful Board: 2-year Regular Thomas Hudon Mary Karish Angie Huff Carole Gayler Keep Coppell Beautiful Board (Youth Advisors): 1-year Student Regular Geetika Rao James Halpin Library Board: 2-year Regular Mahesh Guduru Eric Ratliff Jennifer Johnson 2-year Alternate Nancy Maurer Library Board (Youth Advisors): 1-year Student Regular Paul Chung Whitney Sun Parks and Recreation Board (Youth Advisors): 1-year Student Regular Anthony Ho Robert Lamilla Planning and Zoning Commission: 2-year Regular Eddie Haas Charles Sangerhausen Robert Shipley David Shute Special Counsel: 2-year Regular Mike Ramirez April Terry Thomas Trahan James Walker cm091107 Page 15 of 17 Action: Councilmember Peters moved to approve the appointments as read. Councilmember York seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught, Franklin and York voting in favor of the motion. 25. City Manager's Report. A. Council meeting schedule for November/December. B. Joint Meetings with the Planning & Zoning Commission, Economic Development Committee and Park & Recreation Board. C. Water Tower Painting & Logo. A/B City Manager Jim Witt recommended canceling the second meeting in December since it would fall on Christmas Day. He suggested utilizing the October 30th and November 27th dates to meet with various advisory boards in a Work-Session format. C. City Manager Jim Witt stated he was re-evaluating the painting of the water tower and city logo and will present alternatives for council consideration in the future. 26. Mayor and Council Reports. A. Report by Mayor Stover regarding Metroplex Mayors’ Meeting. B. Report by Mayor Stover regarding Coppell Women’s Club Luncheon. C. Report by Mayor Stover regarding Susan G. Komen “Dig for the Cure” volleyball event September 21st. A. City Manager Jim Witt attended the Metroplex Mayors’ Meeting where the Public Employee Benefit Alliance gave a general report. The new director for the North Texas Transportation Association was onsite and discussed transportation issues. B. Mayor Stover advised he was invited to speak at the Coppell Women’s Club Luncheon where he presented updates on the half-cent sales tax election, Market Street, the cemetery and Old Town Coppell. C. Mayor Stover reminded the community of the “Dig for a Cure” fundraising event that will be held on September 21st. The Coppell cm091107 Page 16 of 17 High School Volleyball Team will be holding a “Pink Out” in honor of former Mayor Candy Sheehan’s fight against breast cancer. 27. Necessary action resulting from Work Session. Action: Councilmember Peters moved to instruct the City Manager to bring forward a contract with Oncor Electric Delivery for the installation of street lights in the median of Parkway Boulevard from Graham Drive to Coppell Road North, and in the median of MacArthur Boulevard from Sandy Lake Road to Condor. Mayor Pro Tem Hinojosa-Flores seconded the motion; the motion carried 5-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Faught and York voting in favor of the motion. 28. 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 cm091107 Page 17 of 17 WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: Police September 25, 2007 10/B ✔ PROCEDURAL Consider approval of renewing the service agreement with Motorola, Inc. for the maintenance of all city radios and the communication network in the amount of $60,166.68; and authorizing the City Manager to sign. This service contract is an annual contract that is funded out of the Police Department budget yearly. Funds are budgeted in the Police Department Operating Budget for this agreement. Staff recommends approval. )Motorola - 1AR SERVICE AGREEMENT Attn: National Service Support 1307 East Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 09/07/2007 Contract Number: S00001003240 Contract Modifier: RN02-JUL-07 10:50:23 Supercedes Agreement(s): Company Name: Coppell, City Of Attn: Billing Address: P O Box 9478 City, State, Zip: Coppell, TX 75019 Customer Contact: Jerod Anderson Phone: (972)304-3643 Fax: Required P.O.: No Customer # : 1011985134 Bill to Tag # : 0007 Contract Start Date: 10/01/2007 Contract End Date: 09/30/2008 Anniversary Day: Sep 30th Payment Cycle: ANNUAL Tax Exempt: Exempt From All Taxes PO # : Qty Model/Option Description Monthly Ext Extended ***** Recurring Services ***** SVC01SVC1422C LOCAL RADIO COMBO PACKAGE $ 4,075.63 $ 48,907.56 2 SVC447AC ENH: GTX MOBILE 128 SVC647AA MTS2000 13 SVC652AA MTX 800/900 SERIES 23 SVC645AA MCS2000 16 SVC700AA XTS3000 (COSMO) SVC02SVC0030C SP - LOCAL REPAIR WITH ONSITE RESPO $ 938.26 $ 11,259.12 3 CLASSIC CRT CONSOLE 3 XTL5000 4 STX PORTABLE 1 MCS2000 1 CHARGER 5 SIREN PACKAGE SPECIAL INSTRUCTIONS - ATTACH STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS Subtotal - Recurring Services $ 5,013.89 $ 60,166.68 Subtotal - One-Time Event Services $ .00 $ .00 Total $5,013.89 $60,166.68 Taxes - - Grand Total $ 5,013.89 $ 60,166.68 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA. Subcontractor(s) City State DFW COMMUNICATIONS INC IRVING TX DFW COMMUNICATIONS INC IRVING TX I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference. AUTHORIZED CUSTOMER SIGNATURE TITLE DATE CUSTOMER (PRINT NAME) MOTOROLA REPRESENTATIVE (SIGNATURE)TITLE DATE Derek Johnson MOTOROLA REPRESENTATIVE (PRINT NAME)PHONE FAX Service Terms and Conditions Motorola, Inc., through its Commercial, Government, and Industrial Solutions Sector ("Motorola"), and the customer named in this Agreement ("Customer"), hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola agrees to provide to Customer either (1) maintenance, support and/or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions will take precedence over any cover page, and the cover page will take precedence over any attachments, unless the cover page or attachment specifically states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement will become binding only when accepted in writing by Motorola. The term of this Agreement will begin on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for such services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for such additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives such written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to such Equipment; remove such Equipment from the Agreement; or increase the price to Service such Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by such transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for such charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are specifically stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY This limitation of liability provision shall apply notwithstanding any contrary provision in this Agreement. Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement shall not affect its applicability. In no event shall either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: (i) such purchase order, acknowledgement, or other writings specifically refer to this Agreement; (ii) clearly indicate the intention of both parties to override and modify this Agreement; and (iii) such purchase order, acknowledgement, or other writings are signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any such information or data to any person, or use such information or data itself for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it shall be modified as necessary to conform to such law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to such property, and return it to Motorola upon request. Such property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes such as strikes, material shortages, or acts of God that are beyond that party's reasonable control. 17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.7. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for such services on a time and materials basis at Motorola's then effective hourly rates. WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ ȱ City Manager September 25, 2007 10/C ✔ CONTRACT/BID or PROPOSAL Consider approval of a grant for technology in the amount of $139,550 for literacy between Carrollton/Farmers Branch ISD, the city of Coppell, and the Coppell Education Development Corporation, and authorizing the City Manager to sign. Approved by CEDC Board. Funds for this grant will be provided by the 1/2 percent CEDC sales tax. Staff recommends approval. !2007L03 STATE OF TEXAS § COPPELL EDUCATION DEVELOPMENT CORPORATION § COUNTY OF DALLAS § GRANT AGREEMENT This Educational Development Grant Agreement (“AGREEMENT”) is made by and between the city of Coppell, Texas (“CITY”), the Coppell Education Development Corporation (“CEDC”) and the Carrollton/Farmers Branch Independent School District (the “CFBISD”), acting by and through their respective authorized officers. W I T N E S S E T H : WHEREAS, the CITY is authorized by TEX. LOC. GOV’T CODE § 379A to provide educational development grants to publicly funded institutions through the CEDC for the promotion of literacy, foreign language and career technology for a skilled workforce; and WHEREAS, the CITY seeks to support programs for promoting literacy, foreign language and career technology for a skilled workforce; and WHEREAS, the CFBISD has submitted a grant application No. 2007-L03 to provide funding for four full-time paraprofessional salaries and additional printed material for the library at Riverchase Elementary School in Coppell (the PROJECT); and WHEREAS, the CFBISD serves 515 students from the CITY, and has developed the PROJECT in order to raise the literacy levels of all the students; and WHEREAS, CFBISD is in need of funding the three full-time instructional support salaries and provide printed material for the library, and seeks the assistance of the CEDC for such assistance; and WHEREAS, the CITY has determined that making an education development grant to the CFBISD in accordance with this AGREEMENT will further the objectives of the CITY, will benefit the CITY and the CITY’s inhabitants and will promote career technology in the CITY. NOW THEREFORE, in consideration of the foregoing, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged on the terms and conditions hereinafter set forth, the parties agree as follows: GENERAL PROVISIONS 1. Subject to availability of funds collected from the 379A sales tax, the CITY agrees to provide the CFBISD an education development grant (the “GRANT”) in an amount not to exceed One Hundred Thirty-nine Thousand Five Hundred Fifty Dollars and no cents ($139,550.00). _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 1 2. CFBISD agrees to utilize the GRANT to fund four full-time instructional support salaries and provide printed material for the library at Riverchase Elementary School in Coppell. 3. CITY agrees to provide the GRANT of One Hundred Thirty-nine Thousand Five Hundred Fifty Dollars and no cents ($139,550.00) funds payable on a quarterly basis with the first payment to be made in November 2007. Funds to be expended in accordance with the budget categories set forth in the GRANT application. 4. On a quarterly basis beginning no later than February 1, 2008 the CFBISD shall submit personnel costs and invoices for this GRANT to the CEDC. The detailed expenditures shall include, but not be limited to, salaries, number of students from Coppell served, grade levels actually served, and any changes in personnel during the period covered by this GRANT, invoices for books and other purchases. 5. In the event the CFBISD breaches any of the terms of this AGREEMENT or fails to use the GRANT for the purposes set forth herein, then the CFBISD, after expiration of the notice and cure period described herein, shall be in default of this AGREEMENT. As liquidated damages in the event of such default, the CFBISD shall, within thirty (30) days after demand, repay to the CITY, the GRANT with interest at the rate of eight percent (8%) per annum from the date of receipt of the GRANT until paid. The parties acknowledge that actual damages in the event of default would be speculative and difficult to determine. Upon breach by CFBISD of any obligations under this AGREEMENT, the CITY shall notify the CFBISD in writing, who shall have thirty (30) days from receipt of the notice in which to cure such default. If CFBISD fails to cure the default within the time provided herein, or, as such time period may be extended, then the CITY at its sole option, shall have the right to terminate this AGREEMENT without further notice to the CFBISD. 6. The terms and conditions of this AGREEMENT are binding upon the successors and assigns of all parties hereto. This AGREEMENT may not be assigned without the express written consent of CITY and CEDC. 7. It is understood and agreed between the parties that CFBISD, in the use of the GRANT and in satisfying the conditions of this AGREEMENT, is acting independently, and that the CITY and/or the CEDC assumes no responsibilities or liabilities to third parties in connection with these actions. CFBISD agrees to indemnify and hold harmless the CITY and the CEDC from all such claims, suits, and causes of action, liabilities and expenses, including reasonable attorney’s fees, of any nature whatsoever arising out of the CFBISD’S performance of the conditions under this AGREEMENT. 8. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage pre-paid, certified mail, return receipt requested, addressed to the party at the address set forth opposite the signature of the party. 9. This 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 Dallas County, Texas. _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 2 10. 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 effect the other provisions, and the AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. EXECUTED this _______ day of _____________________, 2007. CITY OF COPPELL, TEXAS By: ______________________________________ JIM WITT, CITY MANAGER 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 ATTEST: By: ______________________________________ EXECUTED this _______ day of _____________________, 2007. COPPELL EDUCATION DEVELOPMENT CORPORATION By: ______________________________________ ANTONIO ALTEMUS, PRESIDENT 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 ATTEST: By: ______________________________________ _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 3 SIGNED this ______ day of ________________, 2007. CARROLLTON-FARMERS BRANCH INDEPENDENT SCHOOL DISTRICT By: ______________________________________ DR. ANNETTE GRIFFIN, SUPERINTENDENT Carrollton-Farmers Branch Independent School District 1445 North Perry Road Carrollton, Texas 75006 ATTEST: By: ______________________________________ CITY’S ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _____ day of _______________, 2007, 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: _________________________ _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 4 COPPELL EDUCATION DEVELOPMENT CORPORATION STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Antonio Altemus, President of the Coppell Education Development Corporation, on behalf of said corporation. Notary Public, State of Texas My Commission expires: ______________________ CARROLLTON/FARMERS BRANCH INDEPENDENT SCHOOL DISTRICT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Dr. Annette Griffin, Superintendent of Carrollton/Farmers Branch Independent School District, on behalf of said district. Notary Public, State of Texas My Commission expires: ______________________ _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 5 WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ ȱ City Manager September 25, 2007 10/D ✔ CONTRACT/BID or PROPOSAL Consider approval of a grant for technology in the amount of $54,525 for technology between Carrollton/Farmers Branch ISD, the city of Coppell, and the Coppell Education Development Corporation, and authorizing the City Manager to sign. Approved by CEDC Board. Funds for this grant are provided by the 1/2 percent CEDC sales tax. Staff recommends approval. !2007T05 STATE OF TEXAS § COPPELL EDUCATION DEVELOPMENT CORPORATION § COUNTY OF DALLAS § GRANT AGREEMENT This Educational Development Grant Agreement (“AGREEMENT”) is made by and between the city of Coppell, Texas (“CITY”), the Coppell Education Development Corporation (“CEDC”) and the Carrollton/Farmers Branch Independent School District (the “CFBISD”), acting by and through their respective authorized officers. W I T N E S S E T H : WHEREAS, the CITY is authorized by TEX. LOC. GOV’T CODE § 379A to provide educational development grants to publicly funded institutions through the CEDC for the promotion of literacy, foreign language and career technology for a skilled workforce; and WHEREAS, the CITY seeks to support programs for promoting literacy, foreign language and career technology for a skilled workforce; and WHEREAS, the CFBISD has submitted a grant application No. 2007-T05 to provide funding for salary and benefits for a half-time instructional technology support person, and substitutes for 27 days of technology staff development at Riverchase Elementary School in Coppell (the PROJECT); and WHEREAS, the CFBISD serves 515 students from the CITY, and has developed the PROJECT in order to raise the technology levels of all the students; and WHEREAS, CFBISD is in need of funding the half-time instructional technology support person and seeks the assistance of the CEDC for such assistance; and WHEREAS, the CITY has determined that making an education development grant to the CFBISD in accordance with this AGREEMENT will further the objectives of the CITY, will benefit the CITY and the CITY’s inhabitants, and will promote career technology in the CITY. NOW THEREFORE, in consideration of the foregoing, and other valuable consideration the receipt and sufficiency of which are hereby acknowledged on the terms and conditions hereinafter set forth, the parties agree as follows: GENERAL PROVISIONS 1. Subject to availability of funds collected from the 379A sales tax, the CITY agrees to provide the CFBISD an education development grant (the “GRANT”) in an amount not to exceed Fifty-four Thousand Five Hundred Twenty-five Dollars and no cents ($54,525.00). _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 1 2. CFBISD agrees to utilize the GRANT to fund a half-time instructional technology support person and substitutes for 27 days of technology staff development at Riverchase Elementary School in Coppell. 3. CITY agrees to provide the GRANT of Fifty-four Thousand Five Hundred Twenty-five Dollars and no cents ($54,525.00) funds payable on a quarterly basis with the first payment to be made in November 2007. Funds to be expended in accordance with the budget categories set forth in the GRANT application. 4. On a quarterly basis beginning no later than February 1, 2008 the CFBISD shall submit personnel costs for this GRANT to the CEDC. The detailed expenditures shall include, but not be limited to, salaries, number of students from Coppell served, grade levels actually served, and any changes in personnel during the period covered by this GRANT. 5. In the event the CFBISD breaches any of the terms of this AGREEMENT or fails to use the GRANT for the purposes set forth herein, then the CFBISD, after expiration of the notice and cure period described herein, shall be in default of this AGREEMENT. As liquidated damages in the event of such default, the CFBISD shall, within thirty (30) days after demand, repay to the CITY, the GRANT with interest at the rate of eight percent (8%) per annum from the date of receipt of the GRANT until paid. The parties acknowledge that actual damages in the event of default would be speculative and difficult to determine. Upon breach by CFBISD of any obligations under this AGREEMENT, the CITY shall notify the CFBISD in writing, who shall have thirty (30) days from receipt of the notice in which to cure such default. If CFBISD fails to cure the default within the time provided herein, or, as such time period may be extended, then the CITY at its sole option, shall have the right to terminate this AGREEMENT without further notice to the CFBISD. 6. The terms and conditions of this AGREEMENT are binding upon the successors and assigns of all parties hereto. This AGREEMENT may not be assigned without the express written consent of CITY and CEDC. 7. It is understood and agreed between the parties that CFBISD, in the use of the GRANT and in satisfying the conditions of this AGREEMENT, is acting independently, and that the CITY and/or the CEDC assumes no responsibilities or liabilities to third parties in connection with these actions. CFBISD agrees to indemnify and hold harmless the CITY and the CEDC from all such claims, suits, and causes of action, liabilities and expenses, including reasonable attorney’s fees, of any nature whatsoever arising out of the CFBISD’S performance of the conditions under this AGREEMENT. 8. Any notice required or permitted to be delivered hereunder shall be deemed received when sent by United States mail, postage pre-paid, certified mail, return receipt requested, addressed to the party at the address set forth opposite the signature of the party. 9. This 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 Dallas County, Texas. _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 2 10. 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 effect the other provisions, and the AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in it. EXECUTED this _______ day of _____________________, 2007. CITY OF COPPELL, TEXAS By: ______________________________________ JIM WITT, CITY MANAGER 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 ATTEST: By: ______________________________________ EXECUTED this _______ day of _____________________, 2007. COPPELL EDUCATION DEVELOPMENT CORPORATION By: ______________________________________ ANTONIO ALTEMUS, PRESIDENT 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 ATTEST: By: ______________________________________ _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 3 SIGNED this ______ day of ________________, 2007. CARROLLTON-FARMERS BRANCH INDEPENDENT SCHOOL DISTRICT By: ______________________________________ DR. ANNETTE GRIFFIN, SUPERINTENDENT Carrollton-Farmers Branch Independent School District 1445 North Perry Road Carrollton, Texas 75006 ATTEST: By: ______________________________________ CITY’S ACKNOWLEDGMENT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _____ day of _______________, 2007, 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: _________________________ _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 4 COPPELL EDUCATION DEVELOPMENT CORPORATION STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Antonio Altemus, President of the Coppell Education Development Corporation, on behalf of said corporation. Notary Public, State of Texas My Commission expires: ______________________ CARROLLTON/FARMERS BRANCH INDEPENDENT SCHOOL DISTRICT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Dr. Annette Griffin, Superintendent of Carrollton/Farmers Branch Independent School District, on behalf of said district. Notary Public, State of Texas My Commission expires: ______________________ _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 5 WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ ȱ ȱ City Manager September 25, 2007 10/E ✔ CONTRACT/BID or PROPOSAL Consider approval of an agreement for the architectural services of J. Stuart Todd, Inc., for the Rolling Oaks Cemetery in an amount not to exceed $135,000 and authorizing the City Manager to sign. Staff recommend approval. Funds for this agreement will be provided by the 2007 Bond Issue. Staff recommends approval. !Architect ;'AIX Document 8151'"-1997 Abbreviated Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the Seventeenth day of September in the year Two Thousand Seven (In words,indicate day,month and year) BETWEEN the Architect's client identified as the Owner: (Name,address and o}her information) City of Coppell 255 Parkway Boulevard P.O.Box 9478 Coppell.Texas 75019 and the Architect: (Name,address and other information) J.Stuart Todd.Inc. 2919 Welborn.Suite 101 Dallas.Texas 75219 Telephone Number:214-522-4033 Fax Number:214-522-7988 For the following Project: (Include detailed description of Project) Rolling Oaks Cemetery Intersection of N.E.comer of Ruby Road and Freeport Parkway Coppell.Texas Development of Municipal City Cemetery Construction Documents and Construction Administration Architect's proiect no.04751.02 The Owner and Architect agree as follows. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Init.AlA Document B151™-1997.Copyright ©1974.1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA'" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA~Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order No.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 1 Init. ARTICLE 1 ARCHITECT'S RESPONSIBILITIES §1.1 The services performed by the Architect,Architect's employees and Architect's consultants shall be as enumerated in Articles 2,3 and 12. §1.2 The Architect's services shall be performed as expeditiously as is consistent with professional skill and care and the orderly progress of the Project.The Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services which may be adjusted as the Project proceeds.This schedule shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project.Time limits established by this schedule approved by the Owner shall not, except for reasonable cause,be exceeded by the Architect or Owner. §1.3 The Architect shall designate a representative authorized to act on behalf of the Architect with respect to the Project. §1.4 The services covered by this Agreement are subject to the time limitations contained in Section 11.5.1. ARTICLE 2 SCOPE OF ARCHITECT'S BASIC SERVICES §2.1 DEFINITION The Architect's Basic Services consist of those described in Sections 2.2 through 2.6 and any other services identified in Article 12 as part of Basic Services,and include normal structural,mechanical and electrical engineering services. §2.2 SCHEMATIC DESIGN PHASE §2.2.1 The Architect shall review the program furnished by the Owner to ascertain the requirements of the Project and shall arrive at a mutual understanding of such requirements with the Owner. §2.2.2 The Architect shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other,subject to the limitations set forth in Section 5.2.1. §2.2.3 The Architect shall review with the Owner alternative approaches to design and construction of the Project. §2.2.4 Based on the mutually agreed-upon program,schedule and construction budget requirements,the Architect shall prepare,for approval by the Owner,Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. §2.2.5 The Architect shall submit to the Owner a preliminary estimate of Construction Cost based on current area, volume or similar conceptual estimating techniques. §2.3 DESIGN DEVELOPMENT PHASE §2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program,schedule or construction budget,the Architect shall prepare,for approval by the Owner,Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the Project as to architectural,structural,mechanical and electrical systems,materials and such other elements as may be appropriate. §2.3.2 The Architect shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost. §2.4 CONSTRUCTION DOCUMENTS PHASE §2.4.1 Based on the approved Design Development Documents and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner,the Architect shall prepare,for approval by the Owner,Construction Documents consisting of Drawings and Specifications setting forth in detail the requirements for the construction of the Project. §2.4.2 The Architect shall assist the Owner in the preparation of the necessary bidding information,bidding forms, the Conditions of the Contract,and the form of Agreement between the Owner and Contractor. AlA Document 8151 ™-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAfJ Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 2 Init. §2.4.3 The Architect shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. §2.4.4 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. §2.5 BIDDING OR NEGOTIATION PHASE The Architect,following the Owner's approval of the Construction Documents and of the latest preliminary estimate of Construction Cost,shall assist the Owner in obtaining bids or negotiated proposals and assist in awarding and preparing contracts for construction. §2.6 CONSTRUCTION PHASE-ADMINISTRATION OF THE CONSTRUCTION CONTRACT §2.6.1 The Architect's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the initial Contract for Construction and terminates at the earlier of the issuance to the Owner of the final Certificate for Payment or 60 days after the date of Substantial Completion of the Work. §2.6.2 The Architect shall provide administration of the Contract for Construction as set forth below and in the edition of AlA Document A20 I,General Conditions of the Contract for Construction,current as of the date of this Agreement,unless otherwise provided in this Agreement.Modifications made to the General Conditions,when adopted as part of the Contract Documents,shall be enforceable under this Agreement only to the extent that they are consistent with this Agreement or approved in writing by the Architect. §2.6.3 Duties,responsibilities and limitations of authority of the Architect under this Section 2.6 shall not be restricted,modified or extended without written agreement of the Owner and Architect with consent of the Contractor,which consent will not be unreasonably withheld. §2.6.4 The Architect shall be a representative of and shall advise and consult with the Owner during the administration of the Contract for Construction.The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement unless otherwise modified by written amendment. §2.6.5 The Architect,as a representative of the Owner,shall visit the site at intervals appropriate to the stage of the Contractor's operations,or as otherwise agreed by the Owner and the Architect in Article 12,(I)to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed,(2)to endeavor to guard the Owner against defects and deficiencies in the Work,and (3)to determine in general if the Work is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect shall neither have control over or charge of,nor be responsible for,the construction means,methods,techniques,sequences or procedures,or for safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. §2.6.6 The Architect shall report to the Owner known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor.However,the Architect shall not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect shall be responsible for the Architect's negligent acts or omissions,but shall not have control over or charge of and shall not be responsible for acts or omissions of the Contractor,Subcontractors,or their agents or employees,or of any other persons or entities performing portions of the Work. §2.6.7 The Architect shall at all times have access to the Work wherever it is in preparation or progress. §2.6.8 Except as otherwise provided in this Agreement or when direct communications have been specially authorized,the Owner shall endeavor to communicate with the Contractor through the Architect about matters arising out of or relating to the Contract Documents.Communications by and with the Architect's consultants shall be through the Architect. AlA Document B151TM -1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA'" Document Is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of this AlAe Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 3 Init. §2.6.9 CERTIFICATES FOR PAYMENT §2.6.9.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. §2.6.9.2 The Architect's certification for payment shall constitute a representation to the Owner,based on the Architect's evaluation of the Work as provided in Section 2.6.5 and on the data comprising the Contractor's Application for Payment,that the Work has progressed to the point indicated and that,to the best of the Architect's knowledge,information and belief,the quality of the Work is in accordance with the Contract Documents.The foregoing representations are subject (1)to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,(2)to results of subsequent tests and inspections,(3)to correction of minor deviations from the Contract Documents prior to completion,and (4)to specific qualifications expressed by the Architect. §2.6.9.3 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods,techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or (4)ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. §2.6.10 The Architect shall have authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable,the Architect shall have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents,whether or not such Work is fabricated,installed or completed.However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,Subcontractors,material and equipment suppliers,their agents or employees or other persons or entities performing portions of the Work. §2.6.11 The Architect shall review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the Owner,Contractor or separate contractors,while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §2.6.12 If professional design services or certifications by a design professional related to systems,materials or equipment are specifically required of the Contractor by the Contract Documents,the Architect shall specify appropriate performance and design criteria that such services must satisfy.Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional's written approval when submitted to the Architect.The Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications or approvals performed by such design professionals. §2.6.13 The Architect shall prepare Change Orders and Construction Change Directives,with supporting documentation and data if deemed necessary by the Architect as provided in Sections 3.1.1 and 3.3.3,for the Owner's approval and execution in accordance with the Contract Documents,and may authorize minor changes in the Work not involving an adjustment in the Contract Sum or an extension of the Contract Time which are consistent with the intent of the Contract Documents. §2.6.14 The Architect shall conduct inspections to determine the date or dates of Substantial Completion and the date of final completion,shall receive from the Contractor and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract Documents and assembled by the AlA Document BI51'"-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlAe Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order No.1000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 4 Init. Contractor,and shall issue a final Certificate for Payment based upon a final inspection indicating the Work complies with the requirements of the Contract Documents. §2.6.15 The Architect shall interpret and decide matters concerning performance of the Owner and Contractor under, and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §2.6.16 Interpretations and decisions of the Architect shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings.When making such interpretations and initial decisions,the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either,and shall not be liable for results of interpretations or decisions so rendered in good faith. §2.6.17 The Architect shall render initial decisions on claims,disputes or other matters in question between the Owner and Contractor as provided in the Contract Documents.However,the Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. §2.6.18 The Architect's decisions on claims,disputes or other matters in question between the Owner and Contractor,except for those relating to aesthetic effect as provided in Section 2.6.17,shall be subject to mediation and arbitration as provided in this Agreement and in the Contract Documents. ARTICLE 3 ADDITIONAL SERVICES §3.1 GENERAL §3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in Article 12, and they shall be paid for by the Owner as provided in this Agreement,in addition to the compensation for Basic Services.The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner.If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Architect's control,the Architect shall notify the Owner prior to commencing such services.If the Owner deems that such services described under Section 3.3 are not required,the Owner shall give prompt written notice to the Architect.If the Owner indicates in writing that all or part of such Contingent Additional Services are not required,the Architect shall have no obligation to provide those services. §3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES §3.2.1 If more extensive representation at the site than is described in Section 2.6.5 is required,the Architect shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. §3.2.2 Project Representatives shall be selected,employed and directed by the Architect,and the Architect shall be compensated therefor as agreed by the Owner and Architect.The duties,responsibilities and limitations of authority of Project Representatives shall be as described in the edition of AlA Document B352 current as of the datc of this Agreement,unless otherwise agreed. §3.2.3 Through the presence at the site of such Project Representatives,the Architect shall endeavor to provide further protection for the Owner against defects and deficiencies in the Work,but the furnishing of such project representation shall not modify the rights,responsibilities or obligations of the Architect as describcd clsewhere in this Agreement. §3.3 CONTINGENT ADDITIONAL SERVICES §3.3.1 Making revisions in drawings,specifications or other documents when such revisions are: .1 inconsistent with approvals or instructions previously given by the Owner,including revisions made necessary by adjustments in the Owner's program or Project budget; .2 required by the enactment or revision of codes,laws or regulations subsequent to the preparation of such documents;or .3 due to changes required as a result of the Owner's failure to render decisions in a timely manner . .4 revisions required bv planning and zoning,special presentations or svecial plan requirements deemed necessary by government agencies. AlA Document B151™-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA"' Document Is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of this AIA~Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order No.1000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 5 Init. §3.3.2 Providing services required because of significant changes in the Project including,but not limited to,size, quality,complexity,the Owner's schedule,or the method of bidding or negotiating and contracting for construction, except for services required under Section 5.2.5. §3.3.3 Preparing Drawings,Specifications and other documentation and supporting data,evaluating Contractor's proposals,and providing other services in connection with Change Orders and Construction Change Directives. §3.3.4 Providing services in connection with evaluating substitutions proposed by the Contractor and making subsequent revisions to Drawings,Specifications and other documentation resulting therefrom. §3.3.5 Providing consultation concerning replacement of Work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such Work. §3.3.6 Providing services made necessary by the default of the Contractor,by major defects or deficiencies in the Work of the Contractor,or by failure of performance of either the Owner or Contractor under the Contract for Construction. §3.3.7 Providing services in evaluating an extensive number of claims submitted by the Contractor or others in connection with the Work. §3.3.8 Providing services in connection with a public hearing,a dispute resolution proceeding or a legal proceeding except where the Architect is party thereto. §3.3.9 Preparing documents for alternate,separate or sequential bids or providing services in connection with bidding,negotiation or construction prior to the completion of the Construction Documents Phase. §3.4 OPTIONAL ADDITIONAL SERVICES §3.4.1 Providing analyses of the Owner's needs and programming the requirements of the Project. §3.4.2 Providing financial feasibility or other special studies. §3.4.3 Providing planning surveys,site evaluations or comparative studies of prospective sites. §3.4.4 Providing special surveys,environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. §3.4.5 Providing services relative to future facilities,systems and equipment. §3.4.6 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. §3.4.7 Providing services to verify the accuracy of drawings or other information furnished by the Owner. §3.4.8 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner. §3.4.9 Providing services in connection with the work of a construction manager or separate consultants retained by the Owner. §3.4.10 Providing detailed estimates of Construction Cost. §3.4.11 Providing detailed quantity surveys or inventories of material,equipment and labor. §3.4.12 Providing analyses of owning and operating costs. §3.4.13 Providing interior design and other similar services required for or in connection with the selection, procurement or installation of furniture,furnishings and related equipment. AlA Document B151'M -1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA"Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 6 Init. §3.4.14 Providing services for planning tenant or rental spaces. §3.4.15 Making investigations,inventories of materials or equipment,or valuations and detailed appraisals of existing facilities. §3.4.16 Preparing a set of reproducible record drawings showing significant changes in the Work made during construction based on marked-up prints,drawings and other data furnished by the Contractor to the Architect. §3.4.17 Providing assistance in the utilization of equipment or systems such as testing,adjusting and balancing, preparation of operation and maintenance manuals,training personnel for operation and maintenance,and consultation during operation. §3.4.18 Providing services after issuance to the Owner of the final Certificate for Payment,or in the absence of a final Certificate for Payment,more than 60 days after the date of Substantial Completion of the Work. §3.4.19 Providing services of consultants for other than architectural,structural,mechanical and electrical engineering portions of the Project provided as a part of Basic Services. §3.4.20 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice. ARTICLE 4 OWNER'S RESPONSIBILITIES §4.1 The Owner shall provide full information in a timely manner regarding requirements for and limitations on the Project,including a written program which shall set forth the Owner's objectives,schedule,constraints and criteria, including space requirements and relationships,flexibility,expand ability,special equipment,systems and site requirements.The Owner shall furnish to the Architect,within 15 days after receipt of a written request,information necessary and relevant for the Architect to evaluate,give notice of or enforce lien rights. §4.2 The Owner shall establish and periodically update an overall budget for the Project,including the Construction Cost,the Owner's other costs and reasonable contingencies related to all of these costs. §4.3 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such designated representative shall render decisions in a timely manner pertaining to documents submitted by the Architect in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. §4.4 The Owner shall furnish surveys to describe physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site.The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;adjacent drainage; rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site; locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade, including inverts and depths.All the information on the survey shall be referenced to a Project benchmark. §4.5 The Owner shall furnish the services of geotechnical engineers when such services are requested by the Architect.Such services may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with reports and appropriate recommendations. §4.6 The Owner shall furnish the services of consultants other than those designated in Section 4.5 when such services are requested by the Architect and are reasonably required by the scope of the Project. §4.7 The Owner shall furnish structural,mechanical,and chemical tests;tests for air and water pollution;tests for hazardous materials;and other laboratory and environmental tests,inspections and reports required by law or the Contract Documents. AlA Document B151™-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA'" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 01 this AlA"Document,or any portion 01 It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order No.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 7 Init. §4.8 The Owner shall furnish all legal,accounting and insurance services that may be necessary at any time for the Project to meet the Owner's needs and interests.Such services shall include auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf of the Owner. §4.9 The services,information,surveys and reports required by Sections 4.4 through 4.8 shall be furnished at the Owner's expense,and the Architect shall be entitled to rely upon the accuracy and completeness thereof. §4.10 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project,including any errors,omissions or inconsistencies in the Architect's Instruments of Service. ARTICLE 5 CONSTRUCTION COST §5.1 DEFINITION §5.1.1 The Construction Cost shall be the total cost or,to the extent the Project is not completed,the estimated cost to the Owner of all elements of the Project designed or specified by the Architect. §5.1.2 The Construction Cost shall include the cost at current market rates oflabor and materials furnished by the Owner and equipment designed,specified,selected or specially provided for by the Architect,including the costs of management or supervision of construction or installation provided by a separate construction manager or contractor,plus a reasonable allowance for their overhead and profit.In addition,a reasonable allowance for contingencies shall be included for market conditions at the time of bidding and for changes in the Work. §5.1.3 Construction Cost does not include the compensation of the Architect and the Architect's consultants,the costs of the land,rights-of-way and financing or other costs that are the responsibility of the Owner as provided in Article 4. §5.2 RESPONSIBILITY FOR CONSTRUCTION COST §5.2.1 Evaluations of the Owner's Project budget,the preliminary estimate of Construction Cost and detailed estimates of Construction Cost,if any,prepared by the Architect,represent the Architect's judgment as a design professional familiar with the construction industry.It is recognized,however,that neither the Architect nor the Owner has control over the cost of labor,materials or equipment,over the Contractor's methods of determining bid prices,or over competitive bidding,market or negotiating conditions.Accordingly,the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Architect. §5.2.2 No fixed limit of Construction Cost shall be established as a condition of this Agreement by the furnishing, proposal or establishment of a Project budget,unless such fixed limit has been agreed upon in writing and signed by the parties hereto.If such a fixed limit has been established,the Architect shall be permitted to include contingencies for design,bidding and price escalation,to determine what materials,equipment,component systems and types of construction are to be included in the Contract Documents,to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the Construction Cost to the fixed limit.Fixed limits,if any,shall be increased in the amount of an increase in the Contract Sum occurring after execution of the Contract for Construction. §5.2.3 If the Bidding or Negotiation Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner,any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry. §5.2.4 If a fixed limit of Construction Cost (adjusted as provided in Section 5.2.3)is exceeded by the lowest bona fide bid or negotiated proposal,the Owner shall: .1 give written approval of an increase in such fixed limit; .2 authorize rebidding or renegotiating of the Project within a reasonable time; .3 terminate in accordance with Section 8.5;or .4 cooperate in revising the Project scope and quality as required to reduce the Construction Cost. §5.2.5 If the Owner chooses to proceed under Section 5.2.4.4,the Architect,without additional compensation,shall modify the documents for which the Architect is responsible under this Agreement as necessary to comply with the AlA Document B15FM -1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA'" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution 01 this AlA'"Document,or any portion 01 It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1000269570_1 which expires on 1/16/2008,and is nollor resale. User Notes:(2154128374) 8 Init. fixed limit,if established as a condition of this Agreement.The modification of such documents without cost to the Owner shall be the limit of the Architect's responsibility under this Section 5.2.5.The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. ARTICLE 6 USE OF ARCHITECT'S INSTRUMENTS OF SERVICE §6.1 Drawings,specifications and other documents,including those in electronic form,prepared by the Architect and the Architect's consultants are Instruments of Service for use solely with respect to this Project.The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service and shall retain all common law,statutory and other reserved rights,including copyrights. §6.2 Upon execution of this Agreement,the Architect grants to the Owner a nonexclusive license to reproduce the Architect's Instruments of Service solely for purposes of constructing,using and maintaining the Project,provided that the Owner shall comply with all obligations,including prompt payment of all sums when due,under this Agreement.The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement.Any termination of this Agreement prior to completion of the Project shall terminate this license. Upon such termination,the Owner shall refrain from making further reproductions of Instruments of Service and shall return to the Architect within seven days of termination all originals and reproductions in the Owner's possession or control.If and upon the date the Architect is adjudged in default of this Agreement,the foregoing license shall be deemed terminated and replaced by a second,nonexclusive license permitting the Owner to authorize other similarly credentialed design professionals to reproduce and,where permitted by law,to make changes,corrections or additions to the Instruments of Service solely for purposes of completing,using and maintaining the Project. §6.3 Except for the licenses granted in Section 6.2,no other license or right shall be deemed granted or implied under this Agreement.The Owner shall not assign,delegate,sublicense,pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect.However,the Owner shall be permitted to authorize the Contractor,Subcontractors,Sub-subcontractors and material or equipment suppliers to reproduce applicable portions of the Instruments of Service appropriate to and for use in their execution of the Work by license granted in Section 6.2.Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants.The Owner shall not use the Instruments of Service for future additions or alterations to this Project or for other projects,unless the Owner obtains the prior written agreement of the Architect and the Architect's consultants.Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. §6.4 Prior to the Architect providing to the Owner any Instruments of Service in electronic form or the Owner providing to the Architect any electronic data for incorporation into the Instruments of Service,the Owner and the Architect shall by separate written agreement set forth the specific conditions governing the format of such Instruments of Service or electronic data,including any special limitations or licenses not otherwise provided in this Agreement. ARTICLE 7 DISPUTE RESOLUTION §7.1 MEDIATION §7.1.1 Any claim,dispute or other matter in question arising out of or related to this Agreement shall be subject to non-binding mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party.If such matter relates to or is the subject of a lien arising out of the Architect's services,the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by arbitration.non-binding mediation. §7.1.2 The Owner and Architect shall endeavor to resolve claims,disputes and other matters in question between them by mediation whieh,unless the parties mutually agree otherwise,SHallbe in acconlanee with the Construetion Industry Mediation Rules of the :\meriean Arbitration :\ssociation currently in eff-ect.Request for non-binding mediation.Request for non-binding mediation shall be filed in writing with the other party to this f.greement and with the American Arbitration :\ssociation.The request may be made concurrently with the filing of a demand for arbitration but in sHch event mediation shall eroceed in ad'/ance of arbitration or ICf'"alAr AAllitahh'lnrorr""diR~~ AlA Document B151TM -1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA'" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlA"Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order No.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 9 Init. which shall be stayed pending mediation for a period of 60 days from the date of filing,tmless stayed for a longer period by agmement of the parties or court order. Agreement. §7.1.3 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §7.2 "'\RBITRATION .§7.2.1 Any claim,dispute or other matter in question arising out of or related to this :\greement shall be subject to arbitratien.Prier te arbitration,the parties shall endeavor to resolve disputes by mediation in aeeordanee ',vith 5;pC'tinn7 1 §7.2.2 Claims,dispHtes and other matters in question between the parties that are not resolved by mediation sRall be decided by arbitration which,unless the parties mutually agree otherwise,shall be in accor-dance witli the Construction Industry .\rbitration Rules of the American .\rbitration :\ssociation currently in effect.The demand for arbitration shall be filed in writing with the other party to this :\greement and with the .A.meriean:\rbitration A~~n('i:ltinR §7.2.3 A e••emand f,. question has a'sr arbitration shall b e .nsen In e mae .qmtable proceee"no event sRall th e Within a reaso .,m"".of Hm;''';~::".".d ,n 'Hoh d;~7·fa,".;,rnti::."~·•.me,f."Ih,d,im d',lSpute or other e ~ade after the d 'Ispute or other .matter In questi ate when instit t'matter IRonwouldbebuIonoflegalarredbyth.oreapplicaBle §7.2.4 No arbitration arising out of or relating to this .A.greementshall indude,by consolidation or joinder or in any otRer manner,an additional person or entity net a party to this Agreement,eJlCeptby written consent containing a specific reference to this .A"greementand signed by the Owner,.\rchitect,and any other person or entity sought to be joined.Consent to arBitration involying an additional person or entity shall not eonstit1:lteconsent to arbitration of any claim,dispHte or other matter in question not described in the written consent or with a person or entity not named or described therein.The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly eonsented to by parties to this :\greement shall be specifically enforeeable in Accnrn:uWf1with ARRli(>AR]f1lAWin AI'!"C'CI1lrt1m";",!>'illri~cl;(>tin'"th'>rI>nf §7.2.5 The award rendered by the arbitrator or arbitrators shall be final,and judgment may be entered upon it in aeeordanee '.vith aoolicable law in any court Ravin!!iuri~niclion IRBreof §7.3 Clf.lMS FOR CONSEQUENTIAL DAMAGES The .\rehiteet and Owner waive conseqHential damages for claims,disputes or other matters in qHestion arising out of or relating to this Agreement.This mutual wai'ler is applieable,without limitation,to all eonsequential damages nUB10 f1ilhf1rAArl"'~lf1rm;",M;on;'"AC'C'ornAR(>f1..·ith ArtiC']p~ ARTICLE 8 TERMINATION OR SUSPENSION §8.1 If the Owner fails to make payments to the Architect in accordance with this Agreement,such failure shall be considered substantia]nonperformance and cause for termination or,at the Architect's option,cause for suspension of performance of services under this Agreement.If the Architect elects to suspend services,prior to suspension of services,the Architect shall give seven days'written notice to the Owner.In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services.Before resuming services,the Architect shall be paid all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. §8.2 If the Project is suspended by the Owner for more than 30 consecutive days,the Architect shall be compensated for services performed prior to notice of such suspension.When the Project is resumed,the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services.The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. AlA Document B151'M -1997.Copyright ©1974,1978.1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 10 Init. §8.3 If the Project is suspended or the Architect's services are suspended for more than 90 consecutive days,the Architect may terminate this Agreement by giving not less than seven days'written notice. §8.4 This Agreement may be terminated by either party upon not less than seven days'written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. §8.5 This Agreement may be terminated by the Owner upon not less than seven days'written notice to the Architect for the Owner's convenience and without cause. §8.6 In the event of termination not the fault of the Architect,the Architect shall be compensated for services performed prior to termination,together with Reimbursable Expenses then due and all Termination Expenses as defined in Section 8.7. §8.7 Termination Expenses are in addition to compensation for the services of the Agreement and include expenses directly attributable to termination for which the Architect is not otherwise compensated,plus an amount for the Architect's anticipated profit on the value of the services not performed by the Architect. ARTICLE 9 MISCELLANEOUS PROVISIONS §9.1 This Agreement shall be governed by the law of the principal place of business of the Architect,unless otherwise provided in Article 12. §9.2 Terms in this Agreement shall have the same meaning as those in the edition of AlA Document A201,General Conditions of the Contract for Construction,current as of the date of this Agreement. §9.3 Causes of action between the parties to this Agreement pertaining to acts or failures to act shall be deemed to have accrued and the applicable statutes of limitations shall commence to run not later than either the date of Substantial Completion for acts or failures to act occurring prior to Substantial Completion or the date of issuance of the final Certificate for Payment for acts or failures to act occurring after Substantial Completion.In no event shall such statutes of limitations commence to run any later than the date when the Architect's services are substantially completed. §9.4 To the extent damages are covered by property insurance during construction,the Owner and Architect waive all rights against each other and against the contractors,consultants,agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in the edition of AlA Document A20 I,General Conditions of the Contract for Construction,current as of the date of this Agreement.The Owner or the Architect,as appropriate,shall require of the contractors,consultants,agents and employees of any of them similar waivers in favor of the other parties enumerated herein. §9.5 The Owner and Architect,respectively,bind themselves,their partners,successors,assigns and legal representatives to the other party to this Agreement and to the partners,successors,assigns and legal representatives of such other party with respect to all covenants of this Agreement.Neither the Owner nor the Architect shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to an institutional lender providing financing for the Project.In such event,the lender shall assume the Owner's rights and obligations under this Agreement.The Architect shall execute all consents reasonably required to facilitate such assignment. §9.6 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Architect. §9.7 Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Architect. §9.8 Unless otherwise provided in this Agreement,the Architect and Architect's consultants shall have no responsibility for the discovery,presence,handling,removal or disposal of or exposure of persons to hazardous materials or toxic substances in any form at the Project site. AlA Document B151'M -1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlAS Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 11 Init. §9.9 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials.The Architect shall be given reasonable access to the completed Project to make such representations.However,the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary.The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. §9.10 If the Owner requests the Architect to execute certificates,the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution.The Architect shall not be required to execute certificates that would require knowledge,services or responsibilities beyond the scope of this Agreement. ARTICLE 10 PAYMENTS TO THE ARCHITECT §10.1 DIRECT PERSONNEL EXPENSE Direct Personnel Expense is defined as the direct salaries of the Architect's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto,such as employment taxes and other statutory employee benefits,insurance,sick leave,holidays,vacations,employee retirement plans and similar contributions. §10.2 REIMBURSABLE EXPENSES §10.2.1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Architect and Architect's employees and consultants directly related to the Project,as identified in the following Clauses: .1 transportation in connection with the Project,authorized out-of-town travel and subsistence,and electronic communications; .2 fees paid for securing approval of authorities having jurisdiction over the Project; .3 reproductions,plots,standard form documents,postage,handling and delivery of Instruments of Service; .4 expense of overtime work requiring higher than regular rates if authorized in advance by the Owner; .5 renderings,models and mock-ups requested by the Owner; .6 expense of professional liability insurance dedicated exclusively to this Project or the expense of additional insurance coverage or limits requested by the Owner in excess of that normally carried by the Architect and the Architect's consultants; .7 reimbursable expenses as designated in Article 12; .8 other similar direct Project-related expenditures. §10.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES §10.3.1 An initial payment as set forth in Section 11.1 is the minimum payment under this Agreement. §10.3.2 Subsequent payments for Basic Services shall be made monthly and,where applicable,shall be in proportion to services performed within each phase of service,on the basis set forth in.Section 11.2.2. §10.3.3 If and to the extent that the time initially established in Section 11.5.1 of this Agreement is exceeded or extended through no fault of the Architect,compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 11.3.2. §10.3.4 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed,compensation for those portions of the Project shall be payable to the extent services are performed on those portions,in accordance with the schedule set forth in Section II.2.2,based on (1) the lowest bona fide bid or negotiated proposal,or (2)if no such bid or proposal is received,the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions of the Project. §10.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES Payments on account of the Architect's Additional Services and for Reimbursable Expenses shall be made monthly upon presentation of the Architect's statement of services rendered or expenses incurred. AlA Document B151™-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAfJ Document.or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 12 Init. §10.5 PAYMENTS WITHHELD No deductions shall be made from the Architect's compensation on account of penalty,liquidated damages or other sums withheld from payments to contractors,or on account of the cost of changes in the Work other than those for which the Architect has been adjudged to be liable. §10.6 ARCHITECT'S ACCOUNTING RECORDS Records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of hourly rates or a multiple of Direct Personnel Expense shall be available to the Owner or the Owner's authorized representative at mutually convenient times. ARTICLE 11 BASIS OF COMPENSATION The Owner shall compensate the Architect as follows: §11.1 An Initial Payment of Zero Dollars and Zero Cents ($0.00 )shall be made upon execution of this Agreement and credited to the Owner's account at final payment. §11.2 BASIC COMPENSATION §11.2.1 For Basic Services,as described in Article 2,and any other services included in Article 12 as part of Basic Services,Basic Compensation shall be computed as follows: (Insert basis of compensation,including stipulated sums,multiples or percentages,and identify phases to which particular methods of compensation apply,if necessary.) Compensation shall be seven (7.00%)percent of Cost of Construction as defined in paragraph 5.1 Agreement is for Construction Documents and Construction Administration as outlined in Preliminarv Probable Cost Estimate dated Julv 27.2007 (COpyattached) §11.2.2 Where compensation is based on a stipulated sum or percentage of Construction Cost,progress payments for Basic Services in each phase shall total the following percentages of the total Basic Compensation payable: (Insert additional phases as appropriate.) Schematic Design Phase:Completedpercent(%) DesignDevelopmentPhase: Completedpercent(%) ConstructionDocumentsPhase: Four and one halfpercent(4.50%) BiddingorNegotiationPhase: Included inpercent(%) Construction Documents PhaseConstructionPhase: Two and one halfpercent(2.50-%1 Seven 7.00 TotalBasicCompensatioH 0116 hundredpereent(-lOO,OO-%1 §11.3 COMPENSATION FOR ADDITIONAL SERVICES §11.3.1 For Project Representation Beyond Basic Services,as described in Section 3.2,compensation shall be computed as follows: 2.5 (multiple of the Direct Personnel expenses as defined in Section 10.1 or at an hourly rate as set forth in 11.3.2 based on the amount and scope of work required and agreed to.Prior to increasing the "project Representation Beyond the Basic Services"as defined in Paragraph 3.2 both parties will agree to the basis of compensation in writing. §11.3.2 For Additional Services of the Architect,as described in Articles 3 and 12,other than (1)Additional Project Representation,as described in Section 3.2,and (2)services included in Article 12 as part of Basic Services,but excluding services of consultants,compensation shall be computed as follows: (Insert basis of compensation,including rates and multiples of Direct Personnel Expense for Principals and employees,and identify Principals and classify employees,if required.Identify specific services to which particular methods of compensation apply,if necessary.) AlA Document B15FM -1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA" Document Is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of this AlA'"Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 13 Hourly rates as follows: Principals and Senior Proiect Managers Cemetery Planner and Landscape Architect Proiect Manager CADD Drafting Personnel Interior Designer Interior Design Assistant Secretarial Personnel $150.00 130.00 90.00 60.00 90.00 50.00 50.00 Init. §11.3.3 For Additional Services of Consultants,including additional structural,mechanical and electrical engineering services and those provided under Section 3.4.19 or identified in Article 12 as part of Additional Services,a multiple of One (1.00 )times the amounts billed to the Architect for such services. (Identify specific types of consultants in Article 12,if required.) §11.4 REIMBURSABLE EXPENSES For Reimbursable Expenses,as described in Section 10.2,and any other items included in Article 12 as Reimbursable Expenses,a multiple of One (1.00 )times the expenses incurred by the Architect,the Architect's employees and consultants directly related to the Project. §11.5 ADDITIONAL PROVISIONS §11.5.1 If the Basic Services covered by this Agreement have not been completed within Twenty-four (~) months of the date hereof,through no fault of the Architect,extension of the Architect's services beyond that time shall be compensated as provided in Sections 10.3.3 and 11.3.2. §11.5.2 Payments are due and payable Thirty (m days from the date of the Architect's invoice.Amounts unpaid Sixty (QQ.J days after the invoice date shall bear interest at the rate entered below,or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Insert rate of interest agreed upon.) per annum (Usury laws and requirements under the Federal Truth in Lending Act,similar state and local consumer credit laws and other regulations at the Owner's and Architect's principal places of business,the location of the Project and elsewhere may affect the validity of this provision.Specific legal advice should be obtained with respect to deletions or modifications,and also regarding requirements such as written disclosures or waivers.) §11.5.3 The rates and multiples set forth for Additional Services shall be adjusted in accordance with the normal salary review practices of the Architect. ARTICLE 12 OTHER CONDITIONS OR SERVICES (Insert descriptions of other services,identify Additional Services included within Basic Compensation and modifications to the payment and compensation terms included in this Agreement.) 12.1 The consultants retained at the Architect's expense as part of Basic Services under Article 2 are Structural Engineer.Mechanical.Electrical and Plumbing Engineer. 12.2 Landscape and Irrigation Design shall be performed under this agreement for a flat sum fee of $25,000.00. 12.3 Civil Engineer and Soils Testing will be retained at Owner's expense. 12.4 Planning and zoning,special presentations or special plan requirements deemed necessary by government agencies will be charged at an hourly rate as per Section 11.3.2. AlA Document B151™-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AIA~ Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlAe Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 14 Init. This Agreement entered into as of the day and year first written above. OWNER (Signature) Jim Witt,City Manager (Printed name and title) AlA Document B151™-1997.Copyright ©1974,1978,1987 and 1997 by The American Institute of Architects.All rights reserved.WARNING:This AlA'" Document Is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution 01 this AlA"Document,or any portion 01 It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1 000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 15 Certification of Document's Authenticity AIA®Document D401™-2003 I,Nora Hampton,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with this certification at 09:51 :27 on 09/14/2007 under Order No.1000269570_1 from AlA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AlA ®Document B 151 ™-1997 -Abbreviated Standard Form of Agreement Between Owner and Architect,as published by the AlA in its software,other than changes shown in the attached final document by underscoring added text and striking over deleted text. ~<>-~ (Signed) a c;t...n...""1""n t>.-J-1 a c~ (Title) q-I"'I-D ~ (Dated) AlA Document D401'M -2003.Copyright ©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AlA"Document Is protected by U.S.Copyright law and International Treaties.Unauthorized reproduction or distribution of this AlAI)Document,or any portion of It, may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AlA software at 09:51 :27 on 09/14/2007 under Order NO.1000269570_1 which expires on 1/16/2008,and is not for resale. User Notes:(2154128374) 1 ARCHITECTURE INTERIORS PLANNING Bob Killingsworth, AlA President John Gary,AlA Vice President J.STUART TODD,INC. CITY OF COPPELL -ROLLING OAKS CEMETERY PRELIMINARY PROBABLE COST ESTIMATE July 27,2007 5.Landscape 4.Irrigation J.Stuart Todd,AlA Founder 2919 Welborn Suite 101 Dallas,TX 75219 Tel 214 522-4033 Fax 214 522-7988 1. 2. 3. Site Wark and Infrastructure Pavilion Columbarium 10%Contingency Items 1-3 10%Contingency Items 4-5 Sub-Total Architect &Engineering Fee (7%) (of item 1,2 and 3 with contingency as listed above) Civil Engineering Fee (Estimated) Landscape &Irrigation Design Fee Testing Services $1,036,803.00 291,067.00409.358.00 $1,737,228.00173.722.80 $1,910,950.80 270,000.00 250.000.00 520,000.0052.000.00 $572,000.00 $2,482,950.80 133,766.56 45,000.00 25,000.0010,000.00 $213,766.56 $2,696,717.36 Notes: 1.Estimate does not include funeral home site or building. 2.Estimate had input from local contractor,civil engineer and J.Stuart Todd Architects. 3.Northstar Construction's estimated grand total is $1,423,165.50.The funeral home allocation from this total will be $386,362.50.This number will be added to the funeral home estimate. 4.Deduction of $60,000.00 of columbarium niches. P:\2004 PROJECTS\04751 City of Coppell Master Plan\Mausoleum-Cemetery\Probable Cost\Recap 7.27.07c.doc WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: Human Resources September 25, 2007 10/F ✔ CONTRACT/BID or PROPOSAL Consider approval of a professional services agreement with Brinson Benefits, Inc. for benefit consulting services and other health and wellness related services in the amount $117,839.00 and authorizing the City Manager to sign. This professional services agreement is for benefit consulting services for the City's entire benefit's program which consists of medical, dental, life and ad&d, long term disability, flexible spending accounts and vision programs. In addition to the benefit consulting services, Brinson Benefits, Inc. through its membership with United Benefit Advisors, allows the city to access other professional services at very discounted costs such as the city's electronic enrollment software (Benefits Connect) and the city's new wellness (Wellness Works) program and its wellness website owned by Matria. Attached you will find the professional services agreement and related costs of these programs. Funds are budgeted in the Self Insurance Fund for this agreement. Staff recommends approval &Brinsonagreement-1AR Professional Services Agreement THE STATE OF TEXAS) DALLAS COUNTY OF TEXAS) This contract is made and entered into by and between the CITY OF COPPELL, a home rule municipal corporation, of Dallas County, Texas, (hereinafter Referred to as "CITY") and Brinson Benefits, Inc. having a principal place of business at 12720 Hillcrest Road, Suite 810-b, Dallas, TX, 75230, (hereinafter referred to as "CONTRACTOR"). 1. PURPOSE The purpose of this Contract is to state the terms and conditions under which CONTRACTOR shall provide Employee Benefit Consultant Services. 2. DESCRIPTION OF SERVICES CONTRACTOR'S services hereunder shall include, but shall not be limited to, the following: A. CONTRACTOR shall perform all the services as set forth and agreed to by the CITY attached hereto as Exhibit "A" and "B" inclusive of agreed to Contractor's fees for Required Services, both of which are made a part of this Contract for all purposes; should there be any future conflict between the terms of the Required Services and rates for the Required Services as provided by the Contractor, the agreed to terms of this Contract shall be final and binding. B. CONTRACTOR shall work closely with the Director of Administration/Human Resources or his/her designee (hereinafter referred to as "City Staff" and appropriate CITY officials) and perform any and all related tasks required by City Staff in order to fulfill the purposes of this Contract. C. CONTRACTOR shall deliver all data, reports and documents which result from its services to City Staff in such form as is satisfactory to the City Staff. D. CONTRACTOR shall work through the appropriate city staff to obtain all pricing and proposals by means that comply with State and Federal Laws. 3. PERFORMANCE OF SERVICES CONTRACTOR and its employees or associates shall perform all the services under the Contract. CONTRACTOR represents that all its employees or associates who perform services under the Contract shall be fully qualified and competent to perform the service described in Section 2. 4. TERM The term of this Contract shall begin on October 1, 2007 and renew on October 1st of each subsequent year subject to City Staff recommendation and City Council approval. CONTRACTOR understands and agrees that time is of the essence. All services, written reports, and other data are to be completed and delivered to CITY by agreed upon dates and times within the contract period unless an extension of time, based upon good reasons presented by CONTRACTOR, is approved by City Staff. 5. PAYMENT FOR SERVICES In consideration of the professional services to be performed by CONTRACTOR under the terms of the Contract, CITY shall pay CONTRACTOR for services actually performs as set out by the Fees for Required Services as defined in Exhibit "A" unless other conditions necessitate additional services, which must be authorized in advance by the City Manager or designee. CONTRACTOR'S charges for its services are not to exceed similar charges of CONTRACTOR for comparable services to other customers. Payments to CONTRACTOR shall be in the amount shown by the billings and other documentation submitted and shall be subject to City Staff's approval. All services shall be performed to the satisfaction of City Staff, and CITY shall not be liable for any payment under this Contract for services which are unsatisfactory and which have not been approved by City Staff. 6. CHANGE IN SERVICES CITY through its City Staff may request, from time to time, changes in the scope or focus of the activities and services conducted or to be conducted by CONTRACTOR pursuant to the Contract. Any such change which varies significantly from the scope of services set out in Section 2 and would entail a significant increase in cost or expense to CONTRACTOR shall be mutually agreed on by CONTRACTOR and the City Staff. Changes in the scope, which in the opinion of CONTRACTOR and the City Staff would require additional funding by CITY, must first be authorized in advance by the City Manager or his designee. 7. CONFIDENTIAL WORK No reports, information, project evaluation, project designs, data or any other documentation developed by, given to, prepared by or assembled by CONTRACTOR under this Contract shall be disclosed or made available to any individual or organization by CONTRACTOR without the express prior written approval of the City Manager. 8. OWNERSHIP OF DOCUMENTS Upon acceptance or approval by CITY, all reports, information and other data, given to, prepared or assembled by CONTRACTOR UNDER THIS Contract, and any other related documents or items shall become the sole property of CITY and shall be delivered to CITY. CONTRACTOR may make copies of any and all documents for its files. 9. CONTRACTOR'S LIABILITY Approval of CITY shall not constitute nor be deemed a release of the responsibility and liability of CONTRACTOR, its employees, agents or associates for the accuracy and competency for their designs, reports, information, and other documents or services nor shall approval be deemed to be the assumption of such responsibility by CITY for any defect, error or omission in the documents prepared by CONTRACTOR, its employees, agents or associates. 10. INDEMNITY CONTRACTOR shall defend, indemnify, and hold CITY whole and harmless against any and all claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned by or from any negligent act, error or omission of CONTRACTOR or any agent, servant, or employee of CONTRACTOR in the execution or performance of this Contract. 11. RIGHT OF REVIEW CITY may review any and all of the services performed by CONTRACTOR under this Contract. 12. The following shall be conditions of, and a part of, the consideration of this Contract, to- wit: CONFLICT OF INTEREST OF CITY EMPLOYEES No officer or employee of the City shall have any financial interest, direct or indirect, in any contract with the City or be financially interested, directly or indirectly, in the sale to the City of any land, materials, supplies or services, except on behalf of the City as an officer or employee. Any violation of this section shall constitute malfeasance in office and any officer or employee guilty thereof may be subject to removal from his office or position. Any violation of this section, with knowledge, express or implied, of the person or corporation contracting with the City shall render the contract involved voidable by the City Manager. CONFLICT OF INTEREST OF CONTRACTOR Contractor shall not accept other employment or engage in outside activities incompatible with the proper discharge of his duties and responsibilities with the City, or which might impair his independent judgement in the performance of his duty to the City nor personally provide services for compensation, directly or indirectly, to a person or organization who is requesting an approval, investigation or determination from the City. 13. NONDISCRIMINATION As a condition of this Contract, CONTRACTOR covenants that CONTRACTOR will take all necessary actions to insure that, in connection with any work under this Contract, CONTRACTOR, his associates and subcontractors, will not discriminate in the treatment or employment of any individual or groups of individuals on the grounds of race, color, religion, national origin, age, sex, or physical handicap unrelated to job performance, either directly, indirectly or through contractual or other arrangements. In this regard, CONTRACTOR shall keep, retain and safeguard all records relating to the Contract or work performed hereunder for a minimum period of three (3) years from final Contract completion, with full access allowed to authorized representatives of the City, upon request, for purposes of evaluating compliance with this and other provisions of the Contract. 14. CONTRACT PERSONAL The Contract provides for personal or professional services, and the CONTRACTOR shall not assign the Contract, in whole or in part, without the prior written consent of CITY. 15. TERMINATION CITY may terminate this Contract upon Thirty (30) days written notice to CONTRACTOR with the understanding that all services being performed under this Contract shall cease upon the date specified in such notice. CONTRACTOR shall invoice for all services completed and shall be compensated in accordance with the terms of this Contract for all such services performed by CONTRACTOR prior to the date specified in such notice. 16. NOTICES All notices, communications, and reports required or permitted under this Contract shall be personally delivered or mailed to the respective parties by depositing same in the United States mail, postage prepaid, or delivered electronically at the following addresses. Mailed notices shall be deemed communicated as of five (5) days after mailing. If intended for CITY, to: Vivyon V. Bowman (vbowman@ci.coppell.tx.us) Director of Administration/Human Resources City of Coppell 255 Parkway Blvd. Coppell, TX 75019 If intended for CONTRACTOR, to: Brinson Benefits, Inc. 12720 Hillcrest Road, Suite 810-b Dallas, TX 75230 ATTN: Dee Beasley Hayden 17. INDEPENDENT CONTRACTOR In performing services under this Contract, CONTRACTOR is performing services of the type performed prior to this Contract, and CITY and CONTRACTOR by the execution of this Contract do not change the independent status of CONTRACTOR. No term or provision of this Contract shall be construed as making CONTRACTOR the agent, servant, or employee of CITY. 18. VENUE The obligation of the parties to this Contract are performable in Dallas County, Texas, and if legal action is necessary to enforce same, exclusive venue shall lie in Dallas County, Texas. 19. APPLICABLE LAWS This Contract is made subject to the provisions of the Charter and ordinances of CITY, as amended, and all applicable State and Federal laws. 20. GOVERNING LAW This Contract shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. 21. LEGAL CONSTRUCTION In case any one or more of the provisions contained in this Contract shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Contract. 22. COUNTERPARTS This Contract may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 23. CAPTIONS The captions to the various clause of this Contract are for informational purposes only and shall not alter the substance of the terms and conditions of this Contract. 24. SUCCESSORS AND ASSIGNS This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and, except as otherwise provided in this Contract, their assigns. 25. ENTIRE AGREEMENT This Contract embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to matters in the Contract, 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 Contract. EXECUTED this the ___________day of _________________________________, 2007, by CITY, signing by its City Manager and by CONTRACTOR. Jim Witt, City Manager BY ________________________________ City Manager CONTRACTOR: Brinson Benefits, Inc. BY _________________________________ S. Dawn Brinson President EXHIBIT A ““JJuusstt ppuullll oouutt yyoouurr PPuurrppllee CCaarrdd!!”” City of Coppell Financial Options Revised - Total Fee Based on 333 Active & Retiree Employees Brinson Benefits, Inc. services include: Purple Card Patient Advocate Plan Benefit/Cost Renewal Analysis Plan Design Consultation & Strategic Benefit Planning Plan Management and Data Analysis Vendor Negotiations Annual Plan Implementation Open Enrollment/Communication Support Customer Service Consulting Fee Includes Medical (Specific and Aggregate Stop Loss), Dental, Basic Life and AD&D, and LTD $47,029 annually Subsequent Renewals 3% cost of living increase The following are not included in the compensation: printing, graphic design work, custom programming, contracted third-party services &/or products (5500 preparation, Technology, Legal/Accounting, COBRA/HIPAA services, Wellness Services, etc.), travel outside of DFW area, and independent third party audits. Any lines of coverage or services not provided in this proposal are subject to additional fees. Available Upon Request PROFESSIONAL SERVICES AGREEMENT ADDENDUM EXHIBIT A City of Coppell Total Fee Brinson Benefits, Inc. services include: Plan Benefit/Cost Renewal Analysis Plan Design Consultation & Strategic Benefit Planning Plan Management and Data Analysis Vendor Negotiations Annual Bid Process and Plan Implementations Open Enrollment/Communication Support Customer Service Consulting Fee $47,029/Annual Includes Medical, Specific and Aggregate Stop Loss, Transplant, Dental, Vision, Basic Life & AD&D, Voluntary Products and Disability Subsequent Renewal Annual 3% Cost of Living Adjustment Brinson Benefits Purple Card Employee Benefit Statements Matria/Wellness Works Program (additional fees will apply if additional services are purchased, i.e. biometric screenings, incentives, custom workshops, etc.) $4,378/Annual $15 per Employee Statement $8 pepm Benefits Connect (additional fees will apply if changes are made to the system throughout the year) HRA Trust Documentation Preparation $27,469 $2,000 The following are not included in the compensation: 5500 preparation, printing, graphic design work, custom programming, contracted third-party services &/or products for COBRA/HIPAA, Technology, Legal/Accounting, travel outside of DFW area, and independent third party audits. Any lines of coverage or services not provided in this proposal are subject to additional fees. To be determined at time of request and agreed upon by the City. PROFESSIONAL SERVICES AGREEMENT ADDENDUM EXHIBIT B MATRIA PROGRAM ADDENDUM The City of Coppell (the “Customer”) has elected to utilize one or more wellness programs (the “Programs”) developed and maintained by Matria Health Enhancement Company and its Affiliates (“Matria”). Brinson Benefits, Inc. the “Participating Member Firm”) has an agreement with Matria requiring the Participating Member Firm to enter into an agreement with the Customer to have the Customer to acknowledge and fulfill certain obligations with respect to the Programs. This addendum to the contract between the Customer and the Participating Member Firm (the “Contract”) sets forth those obligations and is incorporated into, and forms a part of, the Contract. For the consideration specified in the Contract, including the ability to utilize the Programs, the Customer acknowledges and agrees to the following: 1. The Customer will: (i) conduct business in a manner that does not reflect unfavorably on the products, services, goodwill and reputation of Matria or the Participating Member Firm, (ii) avoid deceptive, misleading, or unethical practices that are or might be detrimental to Matria or the Participating Member Firm or its products or services, including without limitation disparagement of Matria or the Participating Member Firm or its products or services, (iii) make no false or misleading representation with respect to the Programs, (iv) not publish or use any misleading or deceptive advertising material, and (v) not convert, adjust, alter or modify Programs without Matria’s prior written consent. 2. Matria and the Participating Member Firm may sell the Programs and any other products and services to other entities unrelated to the Customer without any obligation to the Customer. 3. The Customer will not directly or indirectly sell the Programs. 4. The Customer will use all reasonable efforts to cause its employees, Affiliates, agents, and End-Users to cooperate with the Participating Member Firm in connection with Matria’s provision of the Programs. For purposes of this addendum, the term “Affiliate” means any individual, enterprise or entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such party. For purposes of this addendum, the term “End-User” means all active employees of the Customer and non- Medicare eligible retirees of the Customer eligible for a Program, all persons on long-term disability eligible for a Program, all non-Medicare eligible employees or retirees claiming COBRA coverage that are eligible for a Program, and all persons who obtain coverage, including COBRA coverage, for a non-Medicare eligible dependent who is eligible for a Program. 2 5. In connection with the use of the Programs, the Customer will comply with all applicable laws, including, without limitation, laws regarding confidentiality of health records, and will only access, use and disclose patient health records and information in accordance with all applicable laws. Without limiting the generality of the foregoing, the Customer agrees to comply with the applicable provisions of HIPAA, the Employee Retirement Income Security Act (“ERISA”), if applicable, and related regulations, and to enter into such agreements with the Participating Member Firm as may be reasonably necessary from time to time to evidence such compliance. 6. The Customer will designate one member of its staff to serve as a liaison between the Customer and the Participating Member Firm and Matria with respect to the use of the Programs. 7. The Customer hereby represents and warrants to the Participating Member Firm as follows: a) The Customer owns, holds or otherwise possesses, or lawfully uses, all licenses that are in any manner necessary for it to utilize the Programs. b) To the extent required by applicable laws, including HIPAA, the Customer represents and warrants that it has obtained all legally required consents and authorizations that are necessary for the Participating Member Firm and Matria and their Affiliates to provide the Programs to the Customer and End-Users. c) The Customer will utilize the reports provided by the Participating Member Firm or Matria solely for the purpose of evaluating the Programs. The Customer will not provide the reports or any information therein to any third party without the Participant Member Firm’s or Matria’s prior written consent. To the extent that the Customer has requested the Participating Member Firm or Matria to provide reports or information that may in any way provide identifiable End-User information, the Customer (1) will only allow persons to have access to such information to the extent authorized in accordance with all applicable laws, including without limitation, ERISA, if applicable and HIPAA, and (2) will not use or disclose such information in violation of this addendum or any applicable law, including, without limitation, ERISA, if applicable, and HIPAA. 8. This addendum will terminate upon the termination of the Contract. This addendum may be terminated by the Participating Member Firm (1) in the event the Participating Member Firm’s ability to provide the Programs terminates or (2) upon 60 days advance written notice to the Customer. The Customer may terminate this addendum upon 60 days advance written notice to the Participating Member Firm. Notwithstanding the preceding sentence, the Customer may not terminate the addendum for at least one year. If the Customer elects to utilize a 3 Program other than Matria’s “On Line Wellness Program,” the use of that other Program may only be terminated by the Customer on an annual anniversary date of the commencement of the use of the On Line Wellness Program. Upon termination of this addendum for any reason, the Customer will immediately: (i) discontinue use of Matria Marks, (ii) cease all use of the Programs, and (iii) return all Confidential Information (as defined below) to Matria or the Participating Member Firm. Each of the parties will reasonably cooperate to wind-up the relationship between the parties. The Customer will bear the expense of notifying its End-Users of the termination of the addendum and any costs associated with transitioning its End-Users to a new program. Termination of this addendum will not relieve the Customer of its obligation to pay all fees incurred prior to the effective date of such termination and will not limit a party from pursuing all remedies available to it. Provisions of this addendum relating to confidentiality, proprietary rights, disclaimers, limitations of liability and indemnification, along with other provisions intended to survive, will survive termination of this addendum. 9. The Customer will (a) not, directly or indirectly, use or disclose Confidential Information except to the extent necessary to utilize the Programs, and (b) retain Confidential Information in strictest confidence. These restrictions will apply so long as this addendum is in effect and for a period of three years thereafter; provided, that with regarding to any Confidential Information constituting a “trade secret” under applicable law, these restrictions will continue to apply for so long as such item constitutes a trade secret. Notwithstanding the foregoing, a party may disclose Confidential Information when, and to the extent, required to do so by applicable law, a court of competent jurisdiction or a governmental entity; provided, however, that such party shall, to the extent practicable, give prompt notice of such requirement to the other party so that such other party may seek a protective order or other appropriate remedy and may disclose Confidential Information to its attorney. For purposes of this addendum, the term “Confidential Information” means (1) any materials, information, or data of Matria, its affiliates and suppliers in any form, and (2) any derivative works based on any such materials, information or data; provided, however, Confidential Information shall not include materials, information or data to the extent it (i) was lawfully known to the receiving party at the time of disclosure and not subject to an agreement of confidentiality between the parties, (ii) is or becomes publicly known through no act or omission by the receiving party, (iii) is disclosed to the receiving party by a third party having the legal right to make such disclosure without restriction, or (iv) is intended to be distributed to the Participating Member Firm or Customer, including but not limited to marketing materials to be provided to potential Customers. In addition, the terms of this Addendum and the pricing for the Programs will be considered Confidential Information of Matria. 4 10. The Programs are proprietary to Matria and/or its Affiliates and are comprised, in part, of Matria Confidential Information. Except as expressly set forth in this addendum, the Programs and Confidential Information may not be duplicated, modified, reproduced, or used for the benefit of a third party. The Customer acknowledges and agrees that it does not now own, nor by virtue of this addendum or the serves rendered hereunder will it acquire, any right, title or interest in or to the Programs or the intellectual property underlying such Programs, including, without limitation, Matria web sites, educational materials, Program software and hardware, technology, content, information, know how, forms, policies, procedures, manuals, specifications, service models, and designs, or any Matria Confidential Information, and that such right, title and interest is and will remain owned by Matria and its Affiliates, as applicable. 11. During the period in which this addendum is in effect, the parties may use the Marks of the other party to the extent reasonable and necessary to convey information and perform their obligations under this addendum; provided, that each party will retain all right, title, and interest in such Marks; further provided, that Matria may issue a statement and/or other release noting that the Customer is a customer of Matria, subject to the approval of the Customer. For purposes of this addendum, “Mark” includes without limitation trademarks, trade names, service marks, and service names. The Customer and Matria reserve the right to change their Marks at any time. The Customer will be responsible for choosing Marks and private labels that do not infringe the rights of others, that do not inaccurately portray the Programs or mislead End-Users, and that are chosen and used in accordance with all applicable laws. The Customer will indemnify, defend and hold harmless Matria, its Affiliates and is subcontractors against claims brought by third parties regarding such Marks and private labels, including, but not limited to, infringement by or of its own Marks. 12. If the Customer breaches or threatens to commit a breach of any of the provisions of paragraphs 9, 10 or 11, Matria will have the right to seek injunctive relief and specific performance, each of which is in addition to, and not in lieu of, any other rights and remedies available to Matria at law or in equity (or otherwise), it being agreed that any such breach or threatened breach would cause irreparable injury to Matria and that money damages would not provide an adequate remedy. 13. THE PROGRAMS ARE EDUCATIONAL AND INFORMATIONAL TOOLS ONLY AND DO NOT CONSTITUTE CLINICAL SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER THE PARTICIPATING MEMBER FIRM NOR MATRIA MAKES AND HEREBY DISCLAIMS ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OR MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, REGARDING THE PROGRAMS, THEIR ABILITY TO REDUCE COSTS OR IMPROVE OUTCOMES. IN NO EVENT SHALL EITHER THE PARTICIPATING MEMBER FIRM OR MATRIA BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR SPECIAL 5 DAMAGES, LOSS OF DATA OR LOST PROFITS, EVEN IF EITHER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MATRIA’S AND THE PARTICIPATING MEMBER FIRM’S AGGREGATE MONETARY LIABILITY TO THE CUSTOMER, ITS AFFILIATES AND END-USERS UNDER THIS ADDENDUM AND WITH RESPECT TO THE PROGRAMS FURNISHED HEREUNDER (WHETHER UNDER CONTRACT, TORT, OR ANY OTHER THEORY OF LAW OR EQUITY) SHALL NOT EXCEED, UNDER ANY CIRCUMSTANCES, THE LESSER OF (I) THE PRICE PAID BY THE CUSTOMER TO THE PARTICIPATING MEMBER FIRM FOR THE PROGRAMS DURING THE ONE YEAR PRECEDING THE CLAIM, OR (II) FIVE HUNDRED THOUSAND DOLLARS ($500,000). THE FOREGOING LIMITATION OF LIABILITY REPRESENTS THE ALLOCATION OF RISK BETWEEN THE PARTIES AS REFLECTED IN THE PRICING HEREUNDER AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. HEALTH INFORMATION PROVIDED IS BASED ON MEDICAL LITERATURE. HOWEVER, USE OF SUCH INFORMATION IS NOT INTENDED TO REPLACE PROFESSIONAL MEDICAL ADVICE AND CARE FROM A DOCTOR. THE HEALTH INFORMATION IS INTENDED TO HELP PEOPLE MAKE BETTER HEALTH CARE DECISIONS AND TAKE GREATER RESPONSIBILITY FOR THEIR OWN HEALTH, BUT MAY NOT RESULT IN ACTUAL ACHIEVEMENT OF THESE GOALS. THE CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT NEITHER THE PARTICIPATING MEMBER FIRM NOR MATRIA IS RESPONSIBLE FOR THE RESULTS OF ITS END-USERS’ USE OF SUCH INFORMATION, INCLUDING, BUT NOT LIMITED TO, END-USERS CHOOSING TO SEEK OR NOT TO SEEK PROFESSIONAL MEDICAL CARE, OR END- USERS CHOOSING OR NOT CHOOSING SPECIFIC TREATMENT. 14. In addition to the indemnity provided in the contract, the Customer will indemnify and hold harmless Matria, the Participating Member Firm, their respective Affiliates and their respective shareholders, directors, partners, officers, employees and agents, from and against any and all claims, damages, costs and expenses (including, without limitation, attorneys’ fees and expenses) (collectively “Damages”), brought or otherwise claimed by a third party and arising out of or relating to any material breach by Customer of this addendum or from the willful misconduct or negligence of the Customer or any of its officers, agents or employees in any manner related to the subject matter of this addendum. The Customer’s indemnification obligations under this paragraph will be conditioned on the receipt of prompt written notice from Matria or the Participating Member Firm to the Customer specifying any event or assertion of which Matria or the Participating Member Firm may request indemnification hereunder. Matria and/or the Participating Member Firm and the Customer will cooperate in determining the validity of any claim or assertion requiring 6 indemnity hereunder and in defending against third parties with respect to the same. Unless otherwise determined by the Customer in its sole discretion, the defense of such litigation will be within the control of the Customer. In the event that the Customer elects to control the defense of any such litigation, Matria and/or the Participating Member Firm will be entitled to participate in such defense with counsel of its choice at its own expense, and shall cooperate fully in connection therewith. Matria’s and/or the Participating Member Firm’s failure to give timely notice or to provide copies of documents or to furnish relevant data in connection with any such third party claim will constitute a defense (in whole or in part) to any claim for indemnification by it. 15. The relationship of the parties will be that of independent contractors, and nothing in this addendum will be construed to: (a) give either party the power to direct and control the day-to-day activities of the other, (b) permit either party to make any representation on behalf of the other or to bind the other, or (c) constitute the parties as partners, joint venturers or co-owners. 16. Notwithstanding anything to the contrary, Matria will have the right to de-identify information and data (collectively, “Data”) and to aggregate such de-identified Data with Matria’s and/or its Affiliates’ databases, and to use such de-identified Data in accordance with all applicable laws for purposes such as to evaluate and improve performance of its Programs, and such de-identified Data will be the property of Matria or its Affiliates. 17. During the period this addendum is in effect and for one year thereafter, the Customer will not, directly or indirectly, employ or offer to employ (as an employee, independent contractor, consultant or otherwise) any current or former employee of Matria or the Participating Member Firm, who then is or was during the preceding one year period involved, in any material respect, in the provisions or receipt of services under this addendum. 18. Neither Matria nor the Participating Member Firm will be liable for any claim under or breach of this addendum resulting from any failure to perform if such performance is prevented by any event of force majeure, including, without limitation, fire or explosion, flood, earthquake, severe weather or other act of God, strike, lockout, boycott, picketing, labor dispute or disturbance, order of any governmental entity, act of terrorism, or other reason beyond the reasonable control of the parties. 19. The Customer (a) makes all payment determinations with respect to an End-User or a health care provider’s claim for health care services and neither the Participating Member Firm nor Matria is responsible for payment of any such claims and (b) makes all coverage decisions with respect to an End-User’s eligibility for or entitlement to coverage or entitlement to receive payment for any admission or health care service provided to the End-User and neither the Participating Member Firm nor Matria shall have any duty to advise healthcare providers or End-Users, with respect to the foregoing. Neither the Participating 7 Member Firm nor Matria, its Affiliates or agents are required to engage in any activity which may be construed or deemed to constitute the practice of medicine under any state’s laws. 20. The parties agree and intend that, for purposes of ERISA, if applicable, the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), and any other applicable law, neither the Participating Member Firm nor Matria will be deemed the “Administrator” and/or “named Fiduciary” or other fiduciary. The Customer waives and will not have any cause of action, at law or in equity, against the Participating Member Firm or Matria, their Affiliates, employees, agents, officers and directors, and hereby releases each of the foregoing parties of and from any and all claims, demands, obligations, liabilities, and causes of action of every nature whatsoever, relating to, arising out of, or resulting from the enforcement of any compliance with ERISA, if applicable, or COBRA. 21. Due to the provisions of the Programs by Matria to the Customer through the Participating Member Firm, Matria is entitled to the benefit of the foregoing acknowledgements, disclaimers and limitations. Executed by Customer: Date: ____________________________ Signature: ________________________ Printed Name: ___________________________ KD_IM-740315_4.DOC WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ Engineering September 25, 2007 11 ✔ CONTRACT/BID or PROPOSAL Consider approval of Supplemental Agreement #1 To Interlocal Cooperation Agreement Regarding SH-121 Dated February 1, 2000 to allow for the refund of $1,200,000.00 previously paid for SH-121; and authorizing the Mayor to sign. Approval of this agreement will allow a refund from Denton County to the City of Coppell of the State Infrastructure Bank Loan expenditure of $1,200,00.00 paid toward completion of the State Highway 121 project. Staff recommends approval of Supplemental Agreement #1, and will be available to answer any questions at the Council meeting. Funds will be deposited into the Street CIP accounts to be used on future street projects. Staff recommends approval of Supplemental Agreement #1. #Supplemental SH121 ICA MEMORANDUM TO: Mayor and City Council FROM: Kenneth M. Griffin, P.E., Director of Engineering/Public Works DATE: September 25, 2007 REF: Consider approval of Supplemental Agreement #1 To Interlocal Cooperation Agreement Regarding SH-121 Dated February 1, 2000; and authorizing the Mayor to sign. In August 1999, the Council approved Resolution 081099.3 supporting the use of the State Infrastructure Fund to expedite the State Highway 121 main lanes from Collin County to DFW Airport. One of the trade-offs in utilizing the State Infrastructure Fund was that five cities adjacent to this section of State Highway 121 committed to each paying approximately $2 million dollars so Denton County could leverage the money to borrow a larger amount to expedite the construction of State Highway 121. In September 1999, Council ratified the city’s financial commitment of approximately $2 million dollars toward the expedited construction of the main lanes of State Highway 121. And, in January 2000 Council approved the Interlocal Agreement between the city of Coppell and Denton County that committed the city of Coppell to pay $2 million dollars toward the expedited construction of the State Highway 121 main lanes in five annual installments of $400,000. The city of Coppell had paid three of the annual $400,000 payments when discussions concerning the construction of the State Highway 121 main lanes started leaning more towards the road being constructed as a tollway as opposed to a freeway. In March 2004, TxDOT approved a Minute Order that allowed TxDOT to issue bonds to fund state highway system improvements. That action led TxDOT and NCTCOG to recommend that the construction of SH 121 be expedited and constructed as a tollway. This led to many, many meetings and discussions between the original participants in the State Infrastructure Bank loan, TxDOT and NCTCOG. Eventually a Memorandum of Understanding was agreed upon that would provide support from the adjacent cities for the conversion of the State Highway 121 main lanes to a tollway. Approval of that Memorandum of Understanding alleviated the cities from making any other payments and also provided the opportunity for the cities to be reimbursed for any prior payments. Shortly after a September 2004 Council meeting concerning the Memorandum of Understanding, I notified the Denton County Auditor’s office that the city of Coppell would not make the final two $400,000 payments and would expect the refund of the $1.2 million previously paid. The only outstanding issue at that time concerning the repayment of the $1.2 million dollars to Coppell was the official approval to convert State Highway 121 to a tollway and just the minor task of selecting a firm to construct the project. As we all know, things are never really simple or easy. However, after a very interesting and intriguing bid process, NTTA was chosen as the firm that would construct State Highway 121 as a tollway. Now that that decision has been finalized, the city of Coppell has been notified by representatives of Denton County that the previously paid $1.2 million dollars will now be refunded. With this agenda item is a Supplemental Agreement #1 to the Interlocal Cooperation Agreement between Denton County and the city of Coppell regarding State Highway 121. Once Council approves this supplemental agreement and it is approved by the Denton County Commissioner’s Court, the refund of the $1.2 million dollars will be processed through the Denton County Auditor’s office for reimbursement to the city of Coppell. Staff recommends approval of the Supplemental Agreement #1 to the Interlocal Cooperation Agreement regarding State Highway 121 will be available to answer any questions at the Council meeting. PAUL JOHNSON CRIMINAL DISTRICT ATTORNEY CIVIL DIVISION Kim Gilles Chief John Feldt Jennifer McClure Hardy Burke Claire Yancey Dawn Bracket 1450 East McKinney Suite 3100 P O Box 2850 Denton Texas 76202 940 349 2750 Fax 940 349 2751 September 12 2007 Ms Jennifer Miller c o City ofCoppell P O Box 9478 Coppell Texas 75019 RE Supplemental Agreement 1 to ICA regarding SH 121 Dear Ms Miller Please find the enclosed three 3 original copies of Supplemental Agreement 1 to the Interlocal Cooperation Agreement between Denton County and the City of Coppell for State Highway 121 Please execute and return all three 3 originals to our office Once the Amendment is approved by the Denton County Commissioners Court we will mail one 1 original back to your office and a check will be processed through the Denton County Auditor and sent to your attention Thank you in advance for your cooperation in this matter If you have any questions please feel free to contact our office Sin Oeldt Assistant District Attorney Enclklt approximately 12 1 acrea f property located at the aouthweat colDer 01 S Royal Laae aDd Creek View Drive Gmy Sieb Director of Planning and Community Services made a presentation to the Council Mayor Sheehan opened the Public Hearing and advised that no one had signed up to speak on this item Councilmember Peters moved to close the Public Hearing and approve the Freeport North Lot 3 Block A Freeport Building VI Site Plan to allow the development of a 227 280 square foot office warehouse facility on approximately 12 1 acres of property located at the southwest comer of S Royal Lane and Creek View Drive subject to the following condition 1 An off site right of way dedication of Creek View Drive be recorded and provided to the City prior to the Replat being recorded with Dallas County Councilmember Keenan seconded the motion the motion carried 7 0 with Mayor Pro Tem Tunnell and Councilmembers Garcia Peters Keenan Stover Wheeler and York voting in favor of the motion 21 Conalder approval of aD Intelloca1 apeement for State Hip121betweenTheCltofCoppeDandDentonCountyaDd authorlzln the lIayor to up Mayor Sheehan made a presentation to the Council City Manager Jim Witt made a presentation to the Council Ken Griffin Director of Engineering and Public Works made a presentation to the Council John Polster Consultant made a presentation to the Council Mter discussion Councilmember York moved to approve interlocal agreement for State Highway 121 between The City of Coppell and Denton County and authorizing the Mayor to signCouncilmemberKeenansecondedthemotionthemotioncarried70with Mayor Pro Tern Tunnell and Councilmembers Garcia Peters Keenan Stover Wheeler and York voting in favor of the motion 22 lfecesaary action reau1tlnl from Work SealoD aT RECEIVED FEB09sm 323 RECORDS CENTER CITY OF COPPELL STATE OF TEXAS II II IiCOUNTYOFDENTON INTERLOCAL COOPERATION AGREEMENT r THIS INTERLOCAL COOPERATION AGREEMENT is made and entered into as of the day of ftJtu 2000 by and between the City of Coppell City acting by and through its dty Council lDenton County Texas the County WITNESSETH WHEREAS the County and the City desire to enter into an agreement for the designconstructionandimprovementofSection13ofStateHighway121CSJ364217and364364 the Project WHEREAS the Interlocal Cooperation Act codified as V T C A Government Code Chapter 791 the Act provides authorization for any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act and WHEREAS the County has filed an application with the Texas Department of Transportation to obtain a 10 000 000 loan from the State Infrastructure Bank the sm Loan to fund a portion of the Project including particularly the engineering therefore WHEREAS the City has heretofore expressed its support of the Project and the fundingofaportionofthecostsofsaidProject WHEREAS to enable the County to perform certain functions related to the Project the City has heretofore agreed to pay to the County a total amount of 2 000 000 payable in five equal annual installments of 400 000 each as hereinafter provided WHEREAS the parties hereto agree that if the sm Loan is not made or the conditions provided herein have not been met on or before October 1 2000 the City reserves the right towithdrawitscommitmentunderthisAgreement WHEREAS the City and the County have both found and determined and do herebyfindanddeterminethattheProjectisinthebestinterestsofthecitizensofboththeCityandtheCounty NOW THEREFORE in consideration of the premises and covenants herein containedtheCityandtheCountyagreeasfollows INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL PAGE 1 30752 8 o 9 o I The provisions of this Agreement contained in the preambles set forth above are herebyincorporatedbyreferenceasiffullysetforthinthebodyofthisAgreementandshallbecomeand are hereby made a part of this Agreement for all purposes II The City hereby agrees to pay when the Project reaches priority 2 the County thesum of Two Million Dollars 2 000 000 00 the City Commitment payable in annual installments of Four Hundred Thousand Dollars 400 000 00 on or before October 1 of the year priority 2 is reached and each October 1 thereafter until fully paid The County agrees to provide and perform governmental functions and services as permitted by the Act in connection with the Project In addition the City reserves the right to withdraw and cancel the City Commitment in the event the County has not received the sm Loan proceeds by or before October 1 2000 NO interest shall be charged to the City in connection with the installment payments of the CityCommitmentTheCityherebyreservestherighttoprepaytheCityCommitmentatanytime during the term of this Agreement without penalty In the event the Project does not achieve priority one status by TXDOT by October I 2002 the City shall be refunded any payments made under the terms of this Agreement III The City Commitment shall be paid only from current revenues of the City as those revenues exist from time to time IV This Agreement shall be for a term of six 6 years or until the City Commitment is paidinfullwhicheverisless V This Agreement may not be amended or modified without the prior written consent of both the City and the County VI If any clause provision or section of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction the invalidity or unenforceability thereof shall not affect any of the remaining clauses provisions or sections hereof INTERLOCAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPELL PAGE 2 30752 VIL This Agreement may be executed in several counterparts each of which shall be an original and all of which shall constitute but one and the same documents VIll This Agreement shall be governed in all respects by the laws of the State ofTexas IN WITNESS WHEREOF the City and the County have caused this Agreement to be executed by their duly authorized representatives pursuant to fordinance or resolution 1 number of the City and Commissioners Court Order No 3 DENTON COUNTY TEXAS CITY OF COPPEIL TEXAS ATTEST By coKirkWilsonDentonCountyJugefY5 0 J 11 f 6il1 T pi oJ II t r OI JS 01 By By w Id Assistant District Attorney 7 By APPROVED AS TO FORM INTERLOcAL COOPERATION AGREEMENT BETWEEN DENTON COUNTY AND CITY OF COPPFT T PAGE 3 30752 THE STATE OF TEXAS COUNTY OF DENTON SUPPLEMENTAL AGREEMENT 1 TO INTERLOCAL COPOPERATION AGREEMENT REGARDING SH 121 DATED FEBRUARY 1 2000 This Supplemental Agreement 1 the Supplement to the Interlocal Agreement SH 121 executed February 1 2000 is entered into as of the day of 2007 by and between Denton County Texas hereinafter the County and the City of Coppell Texas hereinafter the City WITNESSETH WHEREAS the County and the City entered into an agreement for the design and construction of improvement of Section 13 of State Highway 121 CST 364 2 17 and 364 3 64 hereinafter the Project and WHEREAS the Interlocal Cooperation Act Chapter 791 Texas Government Code provides authorization for any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act and WHEREAS the SH 121 Memorandum of Understanding executed March 24 2005 stated that upon reimbursement by the Texas Department of Transportation TxDOT Denton County agrees to refund the City of Coppell s State Infrastructure Loan expenditures NOW THEREFORE In consideration of the premIses and covenants herein contained the City and the County agree as follows SUPPLEMENT AL AGREEMENT I CITY OF COPPELL Page lof3 Section 1 The provisions of this Agreement contained in the preambles set forth above are hereby incorporated by reference as if fully set forth in the body of this Agreement and shall become and are hereby made a part of this Agreement for all purposes Section 2 The County hereby agrees to refund the City of Coppell s total State Infrastructure Bank Loan expenditure in the amount of ONE MILLION TWO HUNDRED THOUSAND AND NOIlOO DOLLARS 1 200 000 00 On February 1 2000 the City made a commitment to the County toward completion of the Project in the amount of TWO MILLION AND NO lOO DOLLARS 2 000 000 00 payable in five annual installments of FOUR HUNDRED THOUSAND AND NO I00 DOLLARS 400 000 00 The City only paid three out of five installments to the County for a total expenditure toward completion of the Project by the City of ONE MILLION TWO HUNDRED THOUSAND DOLLARS 1 200 000 00 Section 3 If any clause provision or section of this Agreement is ruled invalid or unenforceable by a court of competent jurisdiction the invalidity or unenforceability thereof shall not affect any of the remaining clauses provisions or sections hereof Section 4 This Agreement may be executed in several counterparts each of which shall be original and all of which shall constitute but one and the same documents Section 5 This Agreement shall be governed in all respects by the laws of the State of Texas SUPPLEMENT AL AGREEMENT I CITY OF COPPELL Page 2 of3 IN WITNESS WHEREOF the City and the County have caused this Agreement to be executed by their duly authorized representatives pursuant to Resolution number of the City and Commissioners Court Order Number DENTON COUNTY TEXAS CITY OF COPPELL TEXAS By Mary Horn Denton County Judge By Doug Stover Mayor ATTEST By By Deputy County Clerk City Secretary APPROVED AS TO FORM By By Assistant District Attorney City Attorney SUPPLEMENTAL AGREEMENT 1 CITY OF COPPELL Page 3 of3 WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: COPPELL EDUCATION DEVELOPMENT CORPORATION ANNUAL REPORT FY06-07 ANNUAL PERFORMANCE REVIEW FY07-08 PROJECTION OF GOALS FY08 BUDGET SEPTEMBER 25, 2007 ANNUAL CORPORATE BUDGET FY06-07 ANNUAL PERFORMANCE REVIEW, FY07-08 PROJECTION OF GOALS AND FY07 BUDGET FY06-07 ANNUAL PERFORMANCE REVIEW FY06-07 (October 1, 2006 through September 30, 2007) was the sixth fiscal year for the Coppell Education Development Corporation (CEDC). Sales tax collection for the CEDC is scheduled to end December 31, 2007. The following seven individuals comprised the CEDC Board of Directors: 1) Antonio Altemus 467 Clear Creek Lane, Coppell, TX 75019 2-yr. term 2) Gina Mote 1523 Falls Road, Coppell, TX 75019 2-yr. term 3) JoAnn Schauf* 215 Westwind Drive, Coppell, TX 70519 2-yr. term 4) Carrie Mamantov 126 Turnberry Lane, Coppell, TX 75019 1-yr. term 5) Brian Letzkus 105 Branchwood Trail, Coppell, TX 75019 2-yr. term 6) Thomas Massimi 1018 Gibbs Crossing, Coppell, TX 75019 2-yr. term 7) April Terry** 164 Bricknell Lane, Coppell, TX 75019 1-yr. term *Removed July 2007 due to failure to meet attendance requirements. **Filled unexpired term D. Michaels. The CEDC Board of Directors met on Wednesday, October 11, 2006 at Coppell Town Center. At this first meeting the CEDC Board elected the following to serve as officers per its bylaws: „ Antonio Altemus, President „ JoAnn Schauf, Vice President „ Gina Mote, Secretary With these officers presiding, joined by the CEDC staff liaison Jim Witt, Coppell City Manager, and Kathy Bowling, Recording Secretary, the CEDC held five Board of Director meetings throughout FY06-07 including October 11, 2006, November 8, 2006, December 13, 2006, June 13, 2007 and September 12, 2007. The regularly scheduled January, February, March, April, May, July, and August 2007 meetings were cancelled because there were no grants to review. 2 GRANT APPLICATIONS AND REVIEW At the October 11, 2006 meeting the Board unanimously approved three grants from the Coppell Independent School District. They included: A grant in the amount of $804,917 for 13 Literacy Intervention Support teachers; a grant in the amount of $1,083,600 for nine certified teachers and three aides for ESOL; and a grant in the amount of $644,375 for 12 Spanish teachers. Two grants from The North Hills School were also approved. The first grant was for computers, projectors, screens, etc., to update technology in the amount of $16,311.53. The second grant was in the amount of $21,746.40 to purchase hardware and software for promoting foreign language. At the November 8, 2006 meeting the Board voted to approve a grant application from the Coppell Independent School District in the amount of $128,833 for three certified Spanish teachers. The Board then viewed a film on Open Meetings. At the December 13, 2006 meeting three grant applications from the Lewisville Independent School District (LISD) were approved unanimously. The first was in the amount of $7,675 for technology at Killough High School North. The second application was in the amount of $8,872 to provide funding for technology at Durham Middle School. And the third grant application was in the amount of $41,193 for books and technology at Rockbrook Elementary. A fourth grant application in the amount of $9,917 was approved contingent upon a correction to the amount listed on page 8. The representative from LISD emailed the corrected page 8, which was forwarded to all Board members for their approval, which was received. At the June 13, 2007 meeting two grants from the Coppell Independent School District were approved unanimously. The first grant was for library print material in the amount of $126,000. The second grant was for equipment in the Engineering Technologies Pathway program at Coppell High School in the amount of $35,000. City Manager Jim Witt distributed the estimated sales tax collections as of March 31, 2007. SCHOOL # OF STUDENTS % OF FUNDS BUDGET ALLOCATION FOR AS OF 6/30/07 PLUS CARRYOVERS Coppell ISD 8,292 92.68% $8,444,401.41 Carrollton/Farmers Branch ISD 515 5.76% $633,116.02 North Hills School 84 .94% $48,358.64 Lewisville ISD 56 .63% $5,246.18 TOTAL 8,947 100.00% $9,131,122.26 3 At the September 12, 2007 meeting the Board voted unanimously to approve two grant applications from the Carrollton-Farmers Branch Independent School District. The first was for a half-time technology support specialist and substitutes for 27 days of staff development in the amount of $54,525. The second grant was for four full-time paraprofessional salaries and additional printed material to improve reading skills in the amount of $139,550. Also at this meeting the Board approved the Annual Corporate Budget for the Coppell Education Development Corporation. 2006 ACTUAL RESULTS CISD Total: $2,859,392 of $4,804,315 leaving $1,944,923 CFBISD Total: $154,800 of $295,444 leaving $140,644 NHS Total: $38,058 of $36,371 leaving $-0- LISD Total: $28,531 of $31,895 leaving $3,364 $3,080,781 of $5,168,024 Original sales tax projection was $3,045,000. Actual collections were $4,047,864 -- $1,002,864 excess due to revenues being higher than anticipated. Any unspent funds roll forward to the next year. SUMMARY OF FY 2006-07 GRANT AWARDS 2006-L03 CISD ESOL $1,083,600.00 2006-L04 CISD Literacy $804,917.00 2006-S01 CISD Spanish Teachers $644,375.00 2006-S02 CISD Spanish Teachers $128,833.00 2006-T02 North Hills Technology $ 16,311.53 2006-L05 North Hills Language Labs $ 21,746.40 2007-T01 LISD Technology $ 7,675.00 2007-T02 LISD Technology $ 8,872.00 2007-T03 LISD Technology $ 9,917.00 2007-L01 LISD Books $ 41,193.00 4 2007-L02 CISD Books $126,000.00 2007-T04 CISD Technology $ 35,000.00 2007-T05 C-FB Technology $ 54,525.00 2007-L03 C-FB Books $139,550.00 TOTAL $3,173,624.93 FY07-08 PROJECTION OF GOALS The purpose and overriding goal of the Coppell Education Development Corporation, a nonprofit, non-stock corporation with no members, is to finance programs to publicly funded institutions which will promote literacy, foreign language and career technology for a skilled workforce, as authorized by Section 379A of the TEXAS LOCAL GOVERNMENT CODE, as amended. The collection of a half-cent sales tax for education is scheduled to end on December 31, 2007. Members who take office in October 2007, along with the remaining board members, will continue to serve until all funds have been expended. In support of this goal, the objectives of the CEDC Board of Directors for FY07-08 (October 1, 2007 through final disbursement in 2008) are represented in brief by the following bulleted list: „ Continue to convene the CEDC Board of Directors at regularly scheduled meetings throughout FY08 to faithfully administer the CEDC grant application, review and award funding in accordance with the bylaws, and the grant review policy adopted by the Mayor and Council. The current CEDC education development plan, in accordance with city of Coppell budgetary estimates, expects to administer in the remaining months of FY08 the following levels of grant awards: FY07 379A Sales Tax Revenue Estimate $10,312,372 „ Successfully integrate new members into the CEDC Board of Directors in October 2007. „ Process FY08 Grant Applications from October 2007 through the final collections in December 2007 that will be paid to the City sometime in 2008. „ Finalize FY08 Grant Agreements from October 2007 through collections in 2008. „ Develop and submit final CEDC Annual Corporate Budget report by October 1, 2008. 5 FY08 BUDGET The CEDC FY08 Budget included herein is based on the most current available estimate of FY08 collectable 379A sales tax revenues as provided by the Coppell Finance Director. This budget is also simply modeled to reflect the four (4) top-level account categories used as a standard in the budgets of the city of Coppell. Revenues Section 379A (Municipal Education Development Act) Sales Tax Revenue $1,181,250 Expenditures Salary & Benefits $0 Supplies $0 Maintenance $0 Services Grant Award Services $10,312,372 This Annual Corporate Budget report is respectfully submitted in accordance with the Bylaws of the Coppell Education Development Corporation (CEDC) this 25th day of September 2007. ON BEHALF OF THE CEDC BOARD OF DIRECTORS By: ___________________________________ Antonio Altemus, President 6 WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ City Manager's Office September 25, 2007 13 ✔ PROCEDURAL Consider approval of a new Tax Abatement Policy for the City of Coppell to take effect on October 1, 2007. City Council reviewed this policy in Work Session last October. This new policy requires a $7,000,000 investment for industrial users to qualify for a 75% abatement for 5 years and a $5,500,000 investment for office users to qualify for an 85% abatement for 5 years. Approve the new Tax Incentive Policy for the City of Coppell to take effect on October 1, 2007. !Tax Abatement Policy - 1 AR TAX ABATEMENT APPLICATION City of Coppell Economic Development 255 Parkway Boulevard Phone: (972) 304-3677 Fax: (972) 304-3673 Date:_________________________ Information may be submitted on this form using extra pages where necessary or submitted as a separate application document addressing the matters listed herein. Applications must be filed with the Office of Economic Development no later than 60 days from the time a project receives approval from the Coppell Planning and Zoning Commission. No project currently under construction or completed will receive consideration for any type of incentive. NAME OF APPLICANT: Name ________________________________________________________________________ Address ______________________________________________________________________ City, State, Zip _________________________________________________________________ Telephone Number ______________________________________________________________ Fax Number ___________________________________________________________________ E-Mail _______________________________________________________________________ APPLICANT’S REPRESENTATIVE: Name ________________________________________________________________________ Address ______________________________________________________________________ City, State, Zip _________________________________________________________________ Telephone Number ______________________________________________________________ Fax Number ___________________________________________________________________ E-Mail _______________________________________________________________________ ELIGIBILITY FOR TAX ABATEMENT The city of Coppell is committed to the attraction, retention and expansion of high quality development in the city and to an ongoing improvement in the quality of life for its citizens. To help meet these objectives, the city of Coppell will consider tax abatements or other economic incentives as stimulus for quality economic development in the city. The purpose of such incentives is to encourage development from those companies that enhance the overall economic strength of the Coppell economy through the creation of a broader tax base, revitalization to distressed areas and/or quality jobs for Coppell citizens. Equally, the purpose is to attract and/or retain those companies that will become good corporate citizens, meeting the goals and objectives of the city of Coppell. Nothing herein shall imply or suggest that the city of Coppell is under any obligation to provide any incentive to any applicant. In the following pages, applicant must provide a written narrative detailing how a development/project meets the following minimum requirements: 1. An investment of at least $7.0 million in taxable assets for industrial uses or $5.5 million for office uses. (The acquisition cost of the real estate land is not included in computing the amount of taxable assets.) 2. The City may consider tax abatement for an investment less than $7.0 million for industrial uses and $5.5 million for office uses in taxable assets based upon City evaluation of economic development factors, including but not limited to: a) the location of taxable inventory on the property; b) the amount of sales tax which the project or property will generate for the City; c) the amount of any rollback taxes triggered by the development or project. 3. The project makes a substantial contribution to redevelopment efforts. 4. The project has high visibility, image impact, or is a significantly higher level of development. 5. The project is in an area that might not otherwise be developed because of restrains of topography, ownership patterns, site configuration, or other constraints. 6. The project stimulates concentration of employment and/or commercial activity. A project submitted for tax abatement shall be subject to fiscal impact analysis to determine whether or not the services required for the facility will exceed the amount of taxes generated if an abatement was provided. No tax abatement will be offered to a project that generates negative costs to the City. CRITERIA If more than one building is being considered for incentives, please answer in detail for each building. The applicant must respond in written narrative format to the following: 1. What is the address and/or legal description of the property for the proposed facility? 2. What is the estimated value of land and approximate acreage of the property? 3. What is the proposed use of the facility? 4. What is the estimated taxable value? 5. What is the square footage for the proposed facility? 6. Describe the type of product the proposed company produces. Are any hazardous materials involved? 7. Will the facility be a shell building or a build-to-suit? 8. Will the applicant be the owner or lessee? If lessee, are occupancy commitments already existing? If yes, how long? 9. What is the projected employment number at the proposed facility and the estimated average salary? 10. Are the new jobs to be created likely to be filled by Coppell’s labor force? 11. What is the estimated number of employees that would possibly reside in Coppell? 12. What is the estimated value of building and FF&E (Furniture, Fixtures, and Equipment)? 13. What is the estimated value of inventory (not subject to Freeport Exemption)? 14. What is the estimated amount of annual sales subject to State Sales & Use Tax? 15. What will be the hours of operation? 16. Location of company headquarters. Any existing facilities in the Coppell or Dallas-Fort Worth area? 17. What types and values of public improvements, if any, will be made by the applicant? 18. Does or can the project meet all relevant zoning, subdivision and other legal requirements? 19. What impact will the project have on other taxing units? (Coppell Independent School District) 20. Will the project increase the business opportunities of existing local businesses? 21. Is the project consistent with the comprehensive plan of the City? 22. Is the level of quality significantly higher than the typical projects of a similar use? Are site amenities provided such as landscaping, public art, water fountains, plazas, etc.? 23. Does the project pose any negative environmental, operational, visual or other impact (i.e. pollution, noise traffic congestion, etc.)? AMOUNT OF TAX ABATEMENT Amount of Taxable Value Subject to Percentage of Abatement Percentage of abatement or the excess taxable value The amount by which the total assessed taxable value of the real property and/or tangible personal property, or both exceeds the assessed taxable value for the property in the year the agreement is executed (base year). Office: 85% Warehouse & Distribution: Maximum 75% Fabrication & Assembly: Maximum 50% Manufacturing & Processing: Maximum 25% Mixed-use/Flex uses will be considered on an individual basis. Any other uses will also be considered on an individual basis to evaluate the desirability and compatibility of the proposed use for the community. All determined “desirable uses” by the City will receive no more than an 85% tax abatement. Tax abatements are for a period of five (5) consecutive tax years; however, the City may delay the commencement of the tax abatement until January 1 of the second year following the year in which the tax abatement is executed (i.e. tax abatement agreement is entered into during the calendar year 2004—the first year of taxes subject to abatement could be January 1, 2006). SUBMITTAL GUIDELINES Applicant should submit to the Office of Economic Development the following: 1. A completed application form addressing the criteria and guidelines listed on the previous pages. 2. A legal description of the property (if a portion of a larger platted piece of property, a separate legal description for the subject area is required). 3. A plat showing the precise location of the property, all roadways within five hundred feet of the site, and all existing zoning and land uses within five hundred feet of the site. 4. A site plan showing buildings, landscaping, parking, ingress/egress, etc. 5. Elevations showing signage, building materials, etc. ADOPTION OF AGREEMENT Any tax abatement agreement must include the following: 1. General description of the project. 2. Amount of tax abatement. 3. Method for calculating the value of the abatement. 4. Term of the abatement. 5. Legal description of the property. 6. Type, number, location and timetable of planned improvements. 7. Any specific terms or conditions to be met by the applicant. The agreement will be presented to the City Council for adoption and execution by the City Manager and any other participating taxing unit. *Should the terms of the tax abatement agreement subsequently not be satisfied, the tax abatement shall be null and void and all abated taxes will immediately become due and payable to the City of Coppell and any other taxing jurisdiction participating in the tax abatement agreement. Provisions to this effect will be incorporated into the agreement. WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ City Manager's Office September 25, 2007 14 ✔ PROCEDURAL Consider approval of a tax incentive policy for Old Town Coppell to take effect on October 1, 2007. City Council reviewed this policy in Work Session in October. This policy addresses incentives specifically for projects in Old Town Coppell. See attached spreadsheet for a breakdown of available incentives. Approve a tax incentive policy for Old Town Coppell to take effect on October 1, 2007. !Old Town Coppell Incentive Policy IncentiveAmount/Duration RequirementsTax Abatement max. 75% abatement of real and/or personal property taxes for a max. of 5 yearsminimum combined investment of $200,000Sales Tax Rebate max. 100% of the City's 1% for a max. of 3 yearsminimum of $250,000 in annual salesFee Waivers max. of 50% waiver of Roadway Facilities Impact Fees, Building Permit Fess or bothno minimum requirementsDevelopment Incentive Reimbursement of typical industry standard loan closing costs with each applicant being limited to a max. incentive of $5,000applicant must use a lending institution located within the city limits of Coppell for financing and must close on the property within 90 days of incentive approval from the CityFaçade Grants An amount equal to 50% of the actual costs - including construction and material costs - to renovate the exterior façade of the building with a maximum award of $25,000 per structuremust meet a minimum project cost of $3,000; applicant must begin project within 90 days of approval and complete the project within 12 months after commencing; improvements must consist of more than simply painting the exterior and must be reviewed and approved by Planning & Zoning staff prior to commencement of the projectOld Town Coppell Incentives OLD TOWN COPPELL TAX INCENTIVE POLICY I. Location: For the purpose of this incentive policy, Old Coppell is considered to be any land generally located within the boundaries of the map attached as Appendix A. II. Purpose: The City of Coppell seeks to promote and develop Old Coppell through specialized incentives that encourage new development as well as preservation and rehabilitation of existing development. The development of Old Coppell will act as a tool for creating a sense of place based on Coppell’s unique, natural and cultural assets. This comprehensive policy for promoting physical revitalization and financial reinvestment in Old Coppell is designed to attract visitors to the area, encourage preservation of existing assets and add new and exciting uses to the vicinity. The purpose of this policy is to provide general guidelines and application instructions for proceeding through the incentive process in Old Coppell. Assessment for financial assistance shall be on an individual basis; therefore, each incentive package will be considered case-by-case and requires final approval from the Coppell City Council or their designee. The total package of incentives is generally designed to enhance the economic viability of awarded projects. This approach will allow the City the flexibility necessary to satisfy the unique needs and concerns of each applicant and the needs and concerns of the City and its citizens. This policy does not imply or guarantee that the City of Coppell will provide tax incentives to any applicant. III. Criteria for Economic Development Incentives: Incentives shall be awarded based on the degree to which the proposed project meets the goals and objectives of the City for Old Coppell. All projects must meet the following minimum criteria to be considered for any tax incentives: (1) Project must be compatible with the Old Coppell Master Plan and character of Old Coppell in the sole opinion of City Council; (2) Project must meet the minimum development standards and design guidelines set forth in the Coppell Zoning Ordinance. Additional criteria are listed for each type of available incentive. Each applicant must complete the Old Coppell Incentive Application attached as Appendix B and submit a site plan package with the application. IV. Available Incentives: Incentives may be granted for eligible facilities on all or a portion of the increased taxable value of the property over the base year value. Tax Abatements Applicants may receive up to a 75% abatement of real and personal property taxes for a maximum of 5 years. Duration and amount of abatement granted will be based upon capital investment and impact of the project to the area. Abatements are limited to new and/or improved property value. To qualify, the project must have a minimum combined real property and business personal property investment of two-hundred thousand dollars. Projects not meeting this criteria may still be considered and qualify for a smaller incentive based upon City Council’s discretion. Sales Tax Rebates For businesses that generate sales tax revenue in the City of Coppell, a rebate of the City’s portion of sales tax may be granted. Businesses must have a minimum of two- hundred fifty thousand dollars in annual sales to qualify for the sales tax rebate incentive. Up to 100% of the 1% collected by the City may be rebated for a maximum of 3 years. Rebates will occur once per year during the month of April. Projects not meeting this criteria may still be considered and qualify for a smaller incentive based upon City Council’s discretion. Fee Waivers Projects that qualify may receive up to a 50% waiver of Roadway Facilities Impact Fees, Building Permit Fees or both. Development Incentive The Development Incentive is designed to help spur development in Old Coppell. Applicants can apply for a development incentive to receive reimbursement of typical industry standard loan closing costs. Each applicant is limited to a maximum incentive of $5,000 and will be approved on a case-by-case basis. To qualify for this incentive, the applicant must use a lending institution located within the city limits of the City of Coppell for financing on property, and the applicant must close on the property within 90 days of incentive approval from the City. The applicant must submit the closing cost estimates at the time of incentive consideration. Once the applicant has closed on the property and the loan, documentation must be provided from the Coppell lending institution of choice showing actual closing costs. No reimbursements will be made until the property is under construction and proper documentation has been provided. Façade Grants The City of Coppell has dedicated a pool of funds to aid in the rehabilitation and restoration of the exterior facades of existing property in Old Coppell. The pool of funds will be distributed on a first come, first served basis, and approved projects will be awarded an amount equal to 50% of the actual costs to renovate the exterior façade. The minimum project cost to be considered is $3,000. To qualify for a façade grant, exterior façade renovations must include improvements such as appropriate windows, doors, awnings/canopies, shutters and signage, and any other acceptable improvement - not simply painting the exterior of the building. Projects may include rehabilitation to the entire exterior façade, but to be considered for a grant, the aforementioned improvements must also enhance the street appeal of the structure. Applicant must submit plans for construction prior to the start of the project along with bids for the improvements. All plans will need to be reviewed and approved by the Planning staff prior to commencement of the project. If plans are rejected, the applicant has the right to appeal to the Planning and Zoning Commission. The project must meet the standards for construction stated within the Historic District of the Zoning Ordinance, the Old Coppell Design Guidelines and other applicable codes. The applicant must begin the project within 90 days of approval and must complete the project within 12 months after commencing. Extensions can be approved on a case-by-case basis at the City’s discretion. If approved for a grant, the City of Coppell will rebate 50% of construction costs and material costs once an applicant has completed their structure. Applicant should submit to the City of Coppell receipts at the end of the project, and the City will issue reimbursement checks once per year during the month of April. Regardless of the project cost, the total amount awarded will be capped at $25,000 per structure. Appendix A Old Coppell Boundary Map Appendix B Old Coppell Incentive Application City of Coppell Office of Economic Development 255 Parkway Boulevard Coppell, TX 75019 Phone: (972) 304-3677 Fax: (972) 304-3673 Date:___________________ Information may be submitted on this form using extra pages where necessary or submitted as a separate application document addressing the matters listed herein. NAME OF APPLICANT: __________________________________________________________________ Name __________________________________________________________________ Address __________________________________________________________________ City State Zip Code ________________________ ______________________________ Telephone Number Fax Number APPLICANT’S REPRESENTATIVE: __________________________________________________________________ Name __________________________________________________________________ Address __________________________________________________________________ City State Zip Code ________________________ ______________________________ Telephone Number Fax Number Applicant must provide a written narrative detailing how a development/project meets the following minimum requirements: 1. What is the address and/or legal description of the property for the proposed faciltity? 2. What is the proposed use of the facility? 3. What is the estimated value of the land and approximate acreage of the property? 4. Size of building: 5. Size of suite: 6. The project makes a substantial contribution to redevelopment efforts. 7. The project is consistent with the character of Old Coppell. 8. What is the estimated cost of the project? 9. What is the projected employment number at the proposed facility and the estimated average salary? 10. What is the estimated value of the building? 11. What is the estimated value of the FF&E (Furniture, Fixtures & Equipment)? 12. Will the facility be a shell building or a build-to-suit? 13. What is the estimated amount of annual sales subject to State Sales & Use Tax? 14. What will be the hours of operation? 15. What is the general nature of the business? 16. Location of company headquarters. Are there any existing facilities in the Coppell or Dallas-Ft. Worth area? 17. What types and values of public improvements, if any, will be made by the applicant? 18. Will the applicant be the owner or lessee? If lessee, are occupancy commitments already existing? If yes, how long? 19. Does or can the project meet all relevant zoning, subdivision and other legal requirements? 20. Is the project consistent with the comprehensive plan of Old Coppell? 21. Does the project pose any negative environmental, operational, visual or other impact (i.e. pollution, noise, traffic congestion, etc.)? WORK SESSION CONSENT REGULAR DEPT: DATE: ITEM #: AGENDA REQUEST FORM ITEM TYPE: ITEM CAPTION: GOAL(S): EXECUTIVE SUMMARY: FINANCIAL COMMENTS: RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL: ȱ ȱ ȱ ȱ City Manager September 25, 2007 15 ✔ PROCEDURAL Consider approval of Council goals for 2007. Staff recommends approval Staff recommends approval. !Goals CITY of COPPELL COUNCIL GOALS 2007-2012 1 CITY COUNCIL GOALS 2012 Maintain a Sustainable, Financially Sound City Government with Excellent Services 1. Maintain quality customer service resulting in 90+% customer satisfaction ratings 2. Ensure adequate resources to support defined services and service levels 3. Retain reserves consistent with city policy 4. Invest in the city’s future: operations & capital 5. Ensure residents are aware of city vision, goals, services and programs Develop & Revitalize Commercial Areas & Corridors 1. Continue development: corporate offices and major distribution businesses 2. Revitalize aged or deteriorating strip centers 3. Maintain and expand business tax base 4. Develop a quality hotel serving residents and guests 5. Retain and support expansion of current businesses located in Coppell Maintain & Upgrade City Infrastructure 1. Maintain and improve quality of roads, alleys, and sidewalks 2. Improve quality of storm water management systems 3. Improve and maintain quality of city facilities 4. Facilitate efficient traffic flow within and through the city 5. Improve municipal utilities where necessary and maintain existing Develop an Alive Old Coppell – A Community Destination 1. Develop a community destination: residents think of Old Coppell as a place to go 2. Attract small, niche retail businesses 3. Attract more restaurants 4. Maintain and expand the Farmer’s Market 5. Attract non-residents to come and return for dining, shopping and entertainment. Maintain Attractive, Livable Neighborhoods with Quality Homes 1. Protect the integrity and identity of current neighborhoods 2. Enhance the attractiveness of neighborhood infrastructure (trees, streetscapes) 3. Maintain and increase property values in older homes 4. Have infill developments that add value to the neighborhood 5. Have a high percentage of owner occupied single family homes Create a City for a Lifetime 1. Provide leisure and recreational opportunities for all family generations 2. Maintain a reputation as a safe community for all 3. Have all generations and diverse populations feel welcome 4. Maintain top quality schools in partnership with ISD’s 5. Rejuvenate community events with a high level of participation 2 COUNCIL GOALS 2012 October 2007 through September 2012 Maintain Financially Sound and Sustainable City Government with Excellent Services Goal Description The city manager and staff will continue to focus on quality service delivery supported by sound financial policies, practices and diversified revenues creating a financially sustainable community. Working with the City Council, the city manager and staff will develop work plan elements to address the following City Council objectives: - Maintain quality customer service resulting in 90+% customer satisfaction rating - Ensure adequate resources to support defined services and service levels - Retain reserves consistent with city policy - Invest in the city’s future: operations & capital - Ensure residents are aware of city vision, goals, services and programs Work Plan Elements (1) Provide continuing information regarding sales tax elections for street maintenance and crime control. (10/07-11/07) (2) Provide information to facilitate decision regarding funding CRDC projects. (12/07) (3) Determine ultimate impacts of potential development outside of Coppell and determine service delivery implications. (TBD) (4) Provide necessary information to City Council to determine need and size of potential general obligation bond package. (1/08) (5) Develop affordable, sustainable health/wellness program. (7/08) (6) Assist in the Coppell 2030 process as needed. (10/07-6/08) (7) Continue 5-Year Financial Planning effort presenting update to City Council. (4/08) (8) Conduct annual review of outstanding & proposed debt. (4/08) (9) Continue city-wide & departmental satisfaction surveys. (Ongoing) (10) Continue organizational succession planning efforts. (Ongoing) (11) Continue sales tax audit program. (Ongoing) (12) Evaluate various “green” & sustainability programs for implementation. (Ongoing) (13) Complete inventory of current city sustainability efforts. (03/08) (14) Monitor potentially harmful state & federal legislation (Ongoing) (15) Continue use of Program/Policy financial impact analysis for new programs, services (Ongoing) 3 Develop & Revitalize Commercial Areas & Corridors Goal Description The city manager and staff will continue to place an emphasis on quality commercial development with a new emphasis placed on redevelopment. Planning, economic development, and code enforcement staff will proactively monitor new development and existing developments to ensure initial quality in developed and maintained. The city manager and staff will develop work plan elements to address the following City Council objectives: - Continue development: corporate offices and major distribution businesses - Revitalize aged or deteriorating strip centers - Maintain and expand business tax base - Develop a quality hotel serving residents and guests - Retain and support expansion of current businesses located in Coppell Work Plan Elements (1) Develop policy to encourage redevelopment within the community. (3/08) (2) Continue to facilitate the development of the Leslie tract. (Ongoing) (3) Assist the City Council and Economic Development Committee in developing a comprehensive retail strategy. (3/08) (4) Initiate revision to Comprehensive Plan to incorporate Coppell 2030 direction. (8/08) (5) Revise development standards in keeping with Coppell 2030 findings. (8/08) (6) Develop a bona-fide business retention plan with or without the assistance from outside agencies. (6/08) (7) Provide a comprehensive review of current sign code issues and assist in revising the code to better meet the intent of the City Council (3/08) 4 Maintain & Upgrade City Infrastructure Goal Description The city manager and staff will continue to identify Infrastructure Maintenance Fund projects and priorities and provide Council with funding recommendations for FY ’08 budget and future projections. Staff will continue to place an emphasis on street, facility, and grounds maintenance. Staff will continue work to complete capital improvements as planned. The city manager and staff will develop work plan elements to address the following City Council objectives: - Maintain and improve quality of roads, alleys, and sidewalks - Improve quality of storm water management systems - Improve and maintain quality of city facilities - Facilitate efficient traffic flow within and through the city - Improve municipal utilities where necessary and maintain existing Work Plan Elements (1) Complete the design and issue certificates of obligation for Coppell Road, Southwestern Boulevard, and Deforest Road. (9/08) (2) Initiate construction of South Coppell Road. (9/08) (3) Finalize funding and begin design for Freeport extension. (TBD) (4) Secure ROW for remaining portions of Sandy Lake and Bethel Roads. (1/08) (5) Initiate debris removal program from creeks to lessen flood potential. (Ongoing) (6) Install way-finding signage upon City Council approval. (9/08) (7) Implement sidewalk completion plan upon issuance of certificates of obligation. (9/08) (8) Provide annual update to the Infrastructure Maintenance Plan. (4/08) (9) Complete annual street, sidewalk, alley maintenance program. (Ongoing) (10) Complete design of Bethel and Coppell Roads ensuring streetscapes and parking compliment Old Coppell. (5/08) 5 Develop an Alive Old Coppell – A Community Destination Goal Description Working with the City Council, Economic Development Committee and the development community, the city manager and staff will continue to explore various development opportunities in Old Coppell. Street improvements in Old Coppell will be completed to facilitate the development of the area. The city manager and staff will develop work plan elements to address the following City Council objectives: - Develop a community destination: residents think of Old Coppell as a place to go - Attract small, niche retail businesses - Attract more restaurants - Maintain and expand the Farmer’s Market - Attract non-residents to come and return for dining, shopping and entertainment - Work Plan Elements (1) Continue assessment of Carter-Crowley development options (Ongoing) (2) Monitor the progress of the Kolberg development. (Ongoing) (3) Begin construction on the Senior/Community Center. (11/07) (4) Determine final site for Kirkland house. (2/08) (5) Evaluate additional public parking needs in Old Coppell. (3/08) (6) Complete design of Bethel and Coppell Roads ensuring streetscapes and parking compliment Old Coppell. (5/08) (7) Continue to assess Farmers Market and make temporary improvements as necessary. (Ongoing) (8) Determine use of existing Senior Center. (2/08) (9) Work with Old Town interest groups to develop a clear understanding of City role and perspective on future of Old Coppell. (6/08) (10) Develop a detailed incentive program designed to attract commercial development to Old Coppell. (3/08) 6 Maintain Attractive, Livable Neighborhoods with Quality Homes Goal Description The city manager and staff will provide enhanced code enforcement and neighborhood integrity efforts. Efforts to preserve the environment will continue and expand. Infrastructure maintenance efforts will continue to facilitate the preservation of property values. The city manager and staff will develop work plan elements to address the following City Council objectives: - Protect the integrity and identity of current neighborhoods - Enhance the attractiveness of neighborhood infrastructure (trees, streetscapes) - Maintain and increase property values in older homes - Have infill developments that add value to the neighborhood - Have a high percentage of owner occupied single-family homes Work Plan Elements (1) Complete a comprehensive review of neighborhood integrity programs assessing their effectiveness and provide recommendations for improvement to the City Council (2/08) (2) Continue communication efforts with HOA’s and other neighborhoods to ensure HOA common area responsibilities are maintained per zoning requirements. (Ongoing) (3) Explore options available to conduct a fence condition inventory to assist the staff in neighborhood integrity code enforcement efforts. (2/08) (4) Provide City Council with data from Coppell 2030 effort and other sources regarding residential redevelopment to assist in determining desirability of “McMansions” and/or “empty nester” housing alternatives. (8/08) (5) Implement enhanced code enforcement and neighborhood integrity effort with the addition of one code enforcement officer. (1/08) 7 Create a City for a Lifetime Goal Description Working with the community, City Council, and all interested parties, the city manager and staff will work to provide services, amenities, and programs for residents of all ages, ethnicities, and interest levels. Recreation, leisure services, and library services will evolve to meet the changing demands in the community. Efforts to continually improve the quality of City sponsored special events will continue. Efforts to support the ISD’s serving our community will continue. Public safety service delivery will continue to be a priority of the Council and staff. The city manager and staff will develop work plan elements to address the following City Council objectives: - Provide leisure and recreational opportunities for all family generations - Maintain a reputation as a safe community for all - Have all generations and diverse populations feel welcome - Maintain top quality schools in partnership with ISD’s - Rejuvenate community events with a high level of participation Work Plan Elements (1) Finalize cemetery operational plans and begin phase I construction. (4/08) (2) Complete the annual update of the park master plan and make recommendations through the Park Board regarding project development and construction of CRDC and general park improvements timely to provide opportunity for possible park bond election. (1/08) (3) Provide staff liaisons to youth activity groups including the YAC and Get Connected efforts. Provide quarterly reports to the City Council regarding this effort. (1/08, 4/08, 7/08, 10/08) (4) Maintain library programs including Volunteen, Summer Reading and Homework Center programs. (Ongoing) (5) Enhance library E-Branch to increase flexibility for library patrons and streamlined operations for staff. (Ongoing) (6) Employ Coppell 2030 recommendations regarding how to better communicate with an increasingly diverse population. (Ongoing) (7) Complete the CARE diversity training for all staff. (9/08) (8) Develop methods to use various points of contact as a means to reach out to diverse populations, particularly the Library and the Aquatics & Recreation Center. (Ongoing) (9) Implement Coppell 2030 findings incorporating needed service delivery changes to meet changes in demand and expectations. (9/08) (10) City staff will continue Citizen Emergency Response Teams (CERT) by providing continuing education opportunities for existing members. (Ongoing) 8 (11) City staff will utilize HOA’s to educate the public and provide information regarding emergency incidents in the community and how neighborhoods can better prepare for emergencies. (Ongoing) (12) City staff will maintain information for the City’s website designed to assist citizens in making preparations to deal with an emergency or disaster. (Ongoing) (13) City staff will continue, and expand where needed, the many public safety education classes offered through the Police and Fire Departments including, but not limited to, Self-Defense for Women, CPR, First Aid, and others. (Ongoing) (14) City staff will develop and disseminate information to the community regarding the Code Red system on a quarterly basis. (Quarterly) (15) Plan, coordinate and execute an annual themed community event, beginning in October of 2007. (10/07) (16) Complete construction of the Town Center Plaza. (01/08) (17) Work with the Park Board to review methods of enhancing the July 4th Parade. (07/08) (18) Plan, coordinate and execute the July 4th Community Parade and Fir Fireworks. (07/08) (19) Plan, coordinate and execute the annual Holiday Parade and Open House. (12/08) (20) Traffic Report – Activities of the Traffic and Patrol Units regarding citations and warnings issued as well as arrests for DWI/DUI and traffic enforcement issues. Education programs regarding traffic safety within the community will also be reported. (1/08, 4/08, 7/08, 10/08) (21) Community Services Report – Activities of the Community Services Unit regarding educational programs for children and adults to include, but not limited to National Night Out activities, Women’s Self Defense, Women’s Self Defense for High School Seniors, Citizens Police Academy, Drug and Alcohol Education in CISD and all other community oriented programs that are educational or informative. (1/08, 4/08, 7/08, 10/08) (22) Organized Crime Unit Report – Activities of the Organized Crime Unit (OCU) regarding narcotic and alcohol violations in the Metroplex that have a direct impact on the citizens of the City of Coppell. (1/08, 4/08, 7/08, 10/08) 9 AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: 16 MAYOR AND COUNCIL REPORTS A. Report by Mayor Stover regarding the “Dig for a Cure” held on September 22nd. B. Report by Councilmember Faught regarding Grapefest. C. Report by Councilmember Tunnell regarding National League of Cities. D. Report by Councilmember Tunnell regarding Economic Development Steering Committee Meeting. Agenda Request Form - Revised 09/02 Document Name: %mayorreport AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: 17 COUNCIL COMMITTEE REPORTS A. Carrollton/Farmers Branch ISD/Lewisville ISD – Councilmember Tunnell. B. Coppell ISD – Councilmembers Peters and Faught. C. Coppell Seniors – Councilmembers Brancheau and Faught. D. Dallas Regional Mobility Coalition – Councilmember Peters. E. Economic Development Committee – Mayor Pro Tem Hinojosa-Flores and Councilmember Franklin. F. International Council for Local Environmental Initiatives (ICLEI) – Councilmember Brancheau G. Metrocrest Hospital Authority – Councilmember Tunnell. H. Metrocrest Medical Foundation – Councilmember Tunnell. I. Metrocrest Medical Services – Mayor Pro Tem Hinojosa-Flores. J. Metrocrest Social Service Center – Councilmember Tunnell. K. North Texas Council of Governments – Councilmember Brancheau. L. NTCOG/Regional Emergency Management – Councilmember Franklin. M. North Texas Commission – Councilmember York. N. Senior Adult Services – Councilmember Faught. Agenda Request Form - Revised 06/03 Document Name: %ccommreport AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: ES-18 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. 2. Seek legal advice from the City Attorney regarding applicability of City of Coppell Zoning Ordinance and actions of the Planning and Zoning Commission. B. Section 551.087, Texas Government Code – Economic Development Negotiations. 1. ED Prospects West of Beltline/Denton Tap and south of Bethel Road. C. Section 551.074, Texas Government Code - Personnel Matters. 1. Deliberation regarding City Manager Evaluation. Agenda Request Form - Revised 02/04 Document Name: %exsessn AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: 19 NECESSARY ACTION RESULTING FROM WORK SESSION Agenda Request Form - Revised 02/04 Document Name: %necessaryactionwork AGENDA REQUEST FORM DATE: September 25, 2007 ITEM #: 20 NECESSARY ACTION RESULTING FROM EXECUTIVE SESSION Agenda Request Form - Revised 09/02 Document Name: %necessaryactionexec CERTIFICATE OF AGENDA ITEM SUBMISSION Council Meeting Date: September 25, 2007 Department Submissions: Item No. 10/B was placed on the Agenda for the above-referenced City Council meeting by the Police Department. I have reviewed the Agenda Request (and any backup if applicable) and hereby submit this item to the City Council for consideration. ____________________ Police Department Item No. 10/F was placed on the Agenda for the above-referenced City Council meeting by the Human Resources Department. I have reviewed the Agenda Request (and any backup if applicable) and hereby submit this item to the City Council for consideration. ____________________ Human Resources Department Item No. 11 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 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 he same to the and hereby submit t City Council for consideration. ____________________ City Manager (or Deputy City Manager)