Loading...
CP 2007-12-11 NOTICE OF CITY COUNCIL MEETING AND AGENDA DECEMBER 11, 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) Executive Session Immediately Following 1st Fl. Conf. Room (Closed to the Public) Work Session Immediately Following 1st Fl. Conf. Room (Open to the Public) Regular Session 7:00 p.m. Council Chambers (Open to the Public) Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular Called Session on Tuesday, December 11, 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., to be held at Town Center, 255 Parkway Boulevard, Coppell, Texas. As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein. The City of Coppell reserves the right to reconvene, recess or realign the Work Session or called Executive Session or order of business at any time prior to adjournment. The purpose of the meeting is to consider the following items: ITEM # ITEM DESCRIPTION 1. Call to order. ag121107 Page 1 of 8 ITEM # ITEM DESCRIPTION EXECUTIVE SESSION (Closed to the Public) 2. Convene Executive Session A. Section 551.071, Texas Government Code - Consultation with City Attorney. 1. The City of Coppell and Coppell Independent School District opposition to a change of zoning request of the Billingsley Corporation in the City of Dallas, Zoning Case Number Z045- 107; and City of Coppell vs. CB Parkway Business Center VI, et al in the County Court at Law No. 3; and CB Parkway Business Center, et al vs. City of Coppell, et al; and City of Dallas vs. Douglas Stover, et al in the 191st District Court; and City of Coppell, et al vs. City of Dallas, et al in the 101st District Court. B. Section 551.072, Texas Government Code – Deliberation regarding Real Property. 1. Discussion regarding mineral rights. C. Section 551.087, Texas Government Code – Economic Development Negotiations. 1. ED Prospects West of Beltline/Denton Tap and south of Bethel Road. D. Section 551.074, Texas Government Code - Personnel Matters. 1. City Manager Evaluation. WORK SESSION (Open to the Public) 3. Convene Work Session A. Discussion regarding Christmas Parade TV Recording. 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. REGULAR SESSION (Open to the Public) 4. Convene Regular Session. 5. Invocation. 6. Pledge of Allegiance. ag121107 Page 2 of 8 ITEM # ITEM DESCRIPTION 7. Presentation by Gary Roden and Barbara Schmidt regarding Coppell's 2030 Strategic Visionary Committee. 8. Citizens' Appearances. CONSENT AGENDA 9. Consider approval of the following consent agenda items: A. Consider approval of minutes: November 12, 2007 November 14, 2007 November 27, 2007. B. Consider approval of a grant agreement between the city of Coppell, the Coppell Independent School District, and the Coppell Education Development Corporation for 13 literacy intervention support teachers in the amount of $761,314.00 and authorizing the City Manager to sign. C. Consider approval of a grant agreement between the city of Coppell, the Coppell Independent School District, and the Coppell Education Development Corporation for 18 ESL teachers, 3 aides and 3 bilingual teachers in the amount of $1,236,368.00 and authorizing the City Manager to sign. D. Consider approval of a grant agreement between the city of Coppell, the Coppell Independent School District, and the Coppell Education Development Corporation for 13 Spanish teachers at the high school and 2.5 Spanish teachers at Coppell middle schools in the amount of $847,412.00 and authorizing the City Manager to sign. E. Consider approval of a grant agreement between the city of Coppell, The North Hills School and the Coppell Education Development Corporation for a technology program for grades 3 through 8 in the amount of $54,210.00 and authorizing the City Manager to sign. F. Consider approval of awarding Bid # Q-1107-01, for First Floor Renovation of Town Center, to KC Construction Services in the amount of $116,622.87 as budgeted. ag121107 Page 3 of 8 ITEM # ITEM DESCRIPTION G. Consider approval of awarding Bid #Q-1207-02 to Uretek USA, Inc. for the Annual Concrete Slab Raising Services program; in the amount of $125,000.00 as provided for in the Infrastructure Maintenance fund; and authorizing the City Manager to sign. H. Consider approval of an Ordinance amending the Code of Ordinances of the City of Coppell, Texas by amending Section 8-3-1 (A) of the Code of Ordinances; making it unlawful to park, stand or stop a vehicle at all times on the east side of Hartford Circle and on the south side of Halifax Drive; beginning 33 feet north of the south property line of Lot 13 Block B of the Devonshire Subdivision extending north and eastward to the east property line of Lot 13 Block B in its entirety; and authorizing the Mayor to sign. I. Consider approval of an Ordinance amending the Code of Ordinances of the City of Coppell, Texas by amending Section 8-3-1 (A) of the Code of Ordinances; making it unlawful to park, stand or stop a vehicle at all times on both sides of Town Center Boulevard; beginning at its intersection with Parkway Boulevard extending south in its entirety; and authorizing the Mayor to sign. J. Consider approval for the procurement of three (3) 2008 Chevrolet Tahoes through BuyBoard from Baby Jack Auto Group in Caldwell, Texas for the amount not to exceed $85,995 and a Buyboard fee of $400, as budgeted in the Motor Vehicle Fund in the Fire Department and Emergency Management Capital Outlay; and authorizing the City Manager to sign all required documents relative to the purchase. K. Consider approval of an Ordinance for Case No. PD-231-H, Oroza Office Addition, Lots 1 & 2, Block A, a zoning change from H (Historic) to PD-231-H (Planned Development 231-Historic) to allow the construction of a two-story, 3,620-square-foot office building and the retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Coppell Road and authorizing the Mayor to sign. L. Consider approval of an Ordinance for Case No. S-1244-LI, Rolling Oaks Memorial Center zoning change from LI (Light Industrial) to SUP-1244-LI (Special Use Permit-1244-Light Industrial) to allow the development of a Municipal Cemetery and ancillary uses on 33.50 acres of property, including a detail site plan for Phase 1 including; Mortuary, Columbarium, Pavilion and burial areas on 16.27 acres of ag121107 Page 4 of 8 ITEM # ITEM DESCRIPTION property located at the northeast corner of Ruby Road and Freeport Parkway and authorizing the Mayor to sign. END OF CONSENT 10. PUBLIC HEARING: Consider approval of Case No. PD-232-C, Chicken Express, zoning change request from C (Commercial) to PD-232-C (Planned Development 232- Commercial) to allow the construction of a 3,348-square-foot freestanding restaurant with drive-thru, drive-in and eat-in service on approximately 1.1 acres of property located on the north side of E. Belt Line Road, approximately 175 feet east of S. Denton Tap Road. 11. Consider approval of the Chicken Express Addition, Minor Plat to establish fire lanes and easements to allow the construction of a freestanding restaurant with drive-thru, drive-in and eat-in service on approximately 1.1 acres of property located on the north side of Belt Line Road, approximately 175 feet east of S. Denton Tap Road. 12. PUBLIC HEARING: Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property described as Lot 1, Block 1, Bethel Business Park (11.706 acres), located along the north side of Bethel Road, east of the proposed extension of Creekview Road, Coppell, Texas. 13. Consider approval of an Ordinance designating CH REALTY IV/BETHEL, L.P., Reinvestment Zone No. 55, and authorizing the Mayor to sign. 14. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and CH REALTY IV/BETHEL, L.P., and authorizing the Mayor to sign. 15. PUBLIC HEARING: Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property owned by TDC Gateway Business Center, L.P. described as Lots 1 & 2, Block A, Gateway Business Park No. 3 (18.09 acres), located at the NWC of Freeport Parkway and I.H. 635, Coppell, Texas. ag121107 Page 5 of 8 ITEM # ITEM DESCRIPTION 16. Consider approval of an Ordinance designating TDC Gateway Business Center, L.P., Reinvestment Zone No. 58, and authorizing the Mayor to sign. 17. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and TDC Gateway Business Center, L.P., and authorizing the Mayor to sign. 18. PUBLIC HEARING: Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property described as Lots 1 & 2, Block 1, Minyard Addition (79.528 acres), located at the SWC of Freeport Parkway and Bethel Road, Coppell, Texas. 19. Consider approval of an Ordinance designating KTR COPPELL LLC, Reinvestment Zone No. 59, and authorizing the Mayor to sign. 20. PUBLIC HEARING: Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property owned by Texas Dugan Limited Partnership, described as Block A, Block B and Lots 2 & 3, Block C, Duke-Lesley Addition (approximately 155.712 acres) and located at the NWC of Belt Line Rd. and I.H. 635. 21. Consider approval of an Ordinance designating Duke Realty Limited Partnership, Reinvestment Zone No. 57, and authorizing the Mayor to sign. 22. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West I, and authorizing the Mayor to sign. 23. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West II, and authorizing the Mayor to sign. 24. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West III, and authorizing the Mayor to sign. 25. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West IV, and authorizing the Mayor to sign. ag121107 Page 6 of 8 ITEM # ITEM DESCRIPTION 26. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West V, and authorizing the Mayor to sign. 27. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West VI, and authorizing the Mayor to sign. 28. Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West VII, and authorizing the Mayor to sign. 29. Consider approval of an Engineering Services Contract with Teague Nall & Perkins, Inc. to provide professional engineering and design services for the Freeport Parkway Infrastructure Improvements (from West Sandy Lake Road to Ruby Road), Project #ST 05-02 A; in an amount not to exceed $432,300.00 as provided for in CIP funds; and authorizing the City Manager to sign. 30. Mayor and Council Reports. A. Report by Mayor Stover regarding Holiday Parade Thanks. B. Report by Mayor Stover regarding visits with Mockingbird Second graders, Coppell Youth Leadership and CHS Government classes. C. Report by Mayor Stover regarding reflections on Zelma Plumlee. D. Report by Mayor Stover regarding Metroplex Mayors’ Breakfast. E. Report by Mayor Stover regarding Christmas wishes. F. Report by Councilmember Brancheau regarding National League of Cities in New Orleans. 31. Necessary action resulting from Work Session. 32. Necessary action resulting from Executive Session. Adjournment. ____________________________________ Douglas N. Stover, Mayor ag121107 Page 7 of 8 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 7th day of December, 2007, at __________________. ____________________________________ Libby Ball, City Secretary 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). ag121107 Page 8 of 8 KEY TO COUNCIL GOALS ICONS 2007 — 2012 Maintain Sustainable, Financially Sound City Government with Excellent Services • Maintain quality customer service resulting in 90+% customer satisfaction ratings • 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 Develop & Revitalize Commercial Areas & Corridors • 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 Maintain & Upgrade City Infrastructure • 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 Develop an Alive Old Coppell – A Community Destination • 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 Farmers’ Market • Attract non-residents to come and return for dining, shopping and entertainment Maintain Attractive, Livable Neighborhoods with Quality Homes • 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 Create a City for a Lifetime • 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 AGENDA REQUEST FORM DATE: December 11, 2007 ITEM #: ES-2 EXECUTIVE SESSION A. Section 551.071, Texas Government Code – Consultation with City Attorney. 1. The City of Coppell and Coppell Independent School District opposition to a change of zoning request of the Billingsley Corporation in the City of Dallas, Zoning Case Number Z045-107; and City of Coppell vs. CB Parkway Business Center VI, et al in the County Court at Law No. 3; and CB Parkway Business Center, et al vs. City of Coppell, et al; and City of Dallas vs. Douglas Stover, et al in the 191st District Court; and City of Coppell, et al vs. City of Dallas, et al in the 101st District Court. B. Section 551.072, Texas Government Code – Deliberation regarding Real Property. 1. Discussion regarding mineral rights. C. Section 551.087, Texas Government Code – Economic Development Negotiations. 1. ED Prospects West of Beltline/Denton Tap and south of Bethel Road. D. Section 551.074, Texas Government Code – Personnel Matters. 1. City Manager Evaluation. Agenda Request Form - Revised 02/04 Document Name: %exsessn AGENDA REQUEST FORM DATE: December 11, 2007 ITEM #: WS-3 WORK SESSION A. Discussion regarding Christmas Parade TV Recording. 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 ȱ City Manager December 11, 2007 7 ✔ PRESENTATION Presentation by Gary Roden and Barbara Schmidt regarding Coppell's 2030 Strategic Visionary Committee. !2030 AGENDA REQUEST FORM DATE: December 11, 2007 ITEM #: 8 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 December 11, 2007 9/A ✔ PROCEDURAL Consider approval of minutes: November 12, 2007, November 14, 2007 and November 27, 2007. Minutes of the City Council meeting held on November 12, 2007, the Canvass of Election held on November 14, 2007 and the meeting held on November 27, 2007. Staff recommends approval. %minutes MINUTES OF NOVEMBER 12, 2007 The City Council of the City of Coppell met in Special Session on Monday, November 12, 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 (late arrival) Tim Brancheau, Councilmember Jayne Peters, Councilmember Marsha Tunnell, Councilmember Billy Faught, Councilmember Marvin Franklin, Councilmember Councilmember York was 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. cm111207 Page 1 of 11 B. Section 551.087, Texas Government Code – Economic Development Negotiations. 1. ED Prospects West of Beltline/Denton Tap and south of Bethel Road. Mayor Stover convened into Executive Session at 5:47 p.m. as allowed under the above-stated article. Mayor Pro Tem Hinojosa-Flores arrived during Executive Session. Mayor Stover adjourned the Executive Session at 6:30 p.m. and opened the Work Session. WORK SESSION (Open to the Public) 3. Convene Work Session A. Streamlined Sales Tax Update. B. Farmers’ Market Update. C. Discussion of Agenda Items. SPECIAL SESSION (Open to the Public) 4. Convene Regular Session. 5. Invocation. Councilmember Franklin led those present in the Invocation. 6. Pledge of Allegiance. The Pledge of Allegiance was led by Boy Scout Zack McMurtrey. 7. Presentation by Captain Matthew Trayler of the Salvation Army regarding their annual Red Kettle Campaign. Major Rick Raymer kicked off the annual Red Kettle Campaign. cm111207 Page 2 of 11 8. Citizens' Appearances. There was no one signed up to speak under this item. CONSENT AGENDA 9. Consider approval of the following consent agenda items: A. Consider approval of minutes: October 23, 2007. B. Consider approval of a Memorandum Of Understanding between the City of Coppell, North Central Texas Council of Governments and Texas Department of Transportation providing for the "de-federalization" of funding for the extension of Freeport Parkway from West Sandy Lake Road to SH 121; and authorizing the City Manager to sign. C. Consider approval of an agreement with Oncor Electric Delivery to provide street lighting in the median of Parkway Boulevard from the intersection of Graham Drive to the intersection of Coppell Road in the amount of $116,758.00; and authorizing the City Manager to sign. D. Consider approval an Ordinance for Case No. PD-108R9-SF-9, The Chateaus of Coppell, zoning change 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, and authorizing the Mayor to sign. E. Consider approval of an Ordinance for Case No. PD-108R10-H, Grapevine Springs Community Center, Lot 1, Block A. zoning change request from PD-108-H (Planned Development 108- cm111207 Page 3 of 11 Historic) and H (Historic) to PD-108-R10-H (Planned Development 108-Revised 10-Historic) to allow the construction of a 13,560-square-foot Recreation/Community Center building on 26.09 acres of property located south of Bethel Road and west of Park Road, and authorizing the Mayor to sign. F. Consider approval of an Ordinance for Case No. PD-230-O, Riverchase Golf Course, zoning change from SF-12 and SUP- 1037-A (Single Family-9 and Special Use Permit-1037-A) to PD-230-O (Planned Development-230-Office, for golf course and related uses, and to amend Ordinance 297-A-83 (S- 1037.1) to delete condition 2., on approximately 95.5 acres of property located east and west of Riverchase Drive, north Belt Line Road, and authorizing the Mayor to sign. Action: Councilmember Peters moved to approve Consent Agenda Items A, B, C, D carrying Ordinance No. 91500-A-484, E carrying Ordinance No. 91500-A-485, and F carrying Ordinance No. 91500-A-486. Councilmember Franklin seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. 10. PUBLIC HEARING: Consider approval of Case No. PD-231-H, Oroza Office Addition, Lots 1 & 2, Block A, a zoning change request from H (Historic) to PD-231-H (Planned Development 231-Historic) to allow the construction of a two-story, 3,620-square-foot office building and the retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Coppell Road. Presentation: Gary Sieb, Director of Planning, made a presentation to the Council. cm111207 Page 4 of 11 Public Hearing: Mayor Stover opened the Public Hearing and advised that no one had signed up to speak on this proposal. Action: Councilmember Tunnell moved to close the Public Hearing and approve: Item No. 10: Case No. PD-231-H, Oroza Office Addition, Lots 1 & 2, Block A, a zoning change request from H (Historic) to PD-231-H (Planned Development 231-Historic) to allow the construction of a two-story, 3,620-s quare-foot office building and the retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Coppell Road subject to the following conditions: 1) Revise landscape area calculations to include the proposed square footage of the entire turf-stone area. 2) Within the PD Conditions Table: a. Include required and provided area calculations for each lan dscape category. b. Include number of required 3” caliper trees and number of provided trees with sizes. 3) Indicate that the fence on the north end is "to be replaced" and that the one on the east end is "existing". 4) A tree removal permit is required prior to the start of construction. 5) Ensure Fire lane is constructed to Engineering standards; And Item No. 11: The Oroza Office Addition, Lots 1 and 2, Block A, Minor Plat to allow the construction of a two-story, 3,620-square-foot office building and retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Coppell Road. cm111207 Page 5 of 11 Councilmember Franklin seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. 11. Consider approval of the Oroza Office Addition, Lots 1 and 2, Block A, Minor Plat to allow the construction of a two-story, 3,620-square- foot office building and retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Cop pell Road. This item was considered with Item 10. See item 10 for minutes. 12. PUBLIC HEARING: Consider approval of Case No. S-1244-LI, Rolling Oaks Memorial Center zoning change request from LI (Light Industrial) to SUP- 1244-LI (Special Use Permit-1244-Light Industrial) to allow the development of a Municipal Cemetery and ancillary uses on 33.50 acres of property, including a detail site plan for Phase 1 including; Mortuary, Columbarium, Pavilion and burial areas on 16.27 acres of property located at the northeast corner of Ruby Road and Freeport Parkway. 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 Tunnell moved to close the Public Hearing and approve Case No. S-1244-LI, Rolling Oaks Memorial Center zoning change request from LI (Light Industrial) to SUP-1244-LI (Special Use Permit-1 244- cm111207 Page 6 of 11 Light Industrial) to allow the development of a Municipal Cemet ery and ancillary uses on 33.50 acres of property, including a detail site plan for Phase 1 including; Mortuary, Columbarium, Pavilion and burial areas on 16.27 acres of property located at the northeast corner of Ruby Road and Freeport Parkway. Councilmember Peters seconded the motion; th e motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. 13. Consider approval of the Arbor Manors Phase II, Final 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. Presentation: Gary Sieb, Director of Planning, made a presentation to the Council. Action: Councilmember Franklin moved to approve the Arbor Manors Phase II, Final Plat, to allow the development of two (2) single-family h omes, 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 Faught seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. 14. Consider approval of City of Coppell Change Order #6 to the Bethel Road Project #ST 99-05 in the amount of $270,088.40 as provided for in the Development Agreement with CH Realty IV/Bethel L.P. approved by Council on October 9, 2007; and authorizing the City Manager to sign. cm111207 Page 7 of 11 Presentation: Ken Griffin, Director of Engineering and Public Works, made a presentation to the Council. Action: Councilmember Peters moved to approve City of Coppell Change Order #6 to the Bethel Road Project #ST 99-05 in the amount of $270,088.40 as provided for in the Development Agreement with CH Realty IV/Bethel L.P. approved by Council on October 9, 2007; and authorizing the City Manager to sign. Councilmember Brancheau seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. 15. Consider approval of additional funding as provided for in the existing City/County Agreement in the amount of $134,373.55 for construction of an asphalt parking lot for the Farmer's Market and a detour road needed during construction of Bethel Road in the Old Town area. Presentation: Ken Griffin, Director of Engineering and Public Works, made a presentation to the Council. Action: Councilmember Peters moved to approve additional funding as provided for in the existing City/County Agreement in the amount of $134,373.55 for construction of an asphalt parking lot for the Farmer's Market and a detour road needed during construction of Bethel Road in the Old Town area. Councilmember Franklin seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. cm111207 Page 8 of 11 16. Consider approval of a resolution casting a vote for the fourth member of the Board of Directors of the Dallas Central Appraisal District, and authorizing the Mayor to sign. Presentation: City Manager Jim Witt made a presentation to the Council. Action: Councilmember Brancheau moved to approve Resolution No. 2007-11 12.1 casting a vote for Scott Wheeler as the fourth member of the Board of Directors of the Dallas Central Appraisal District, and authori zing the Mayor to sign. Councilmember Peters seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. 17. Consider approval of a resolution casting two votes for members of the Board of Directors of the Denton Central Appraisal District , and authorizing the Mayor to sign. Presentation: City Manager Jim Witt made a presentation to the Council. Action: Councilmember Peters moved to approve Resolution No. 2007-1112.2 casting one vote for Steve Mossman and one vote for Lee Baker as members of the Board of Directors of the Denton Central Appraisal District, and authorizing the Mayor to sign. Councilmember Franklin seconded the motion; the motion carried 6-0 with Mayor Pro Tem Hinojosa-Flores and Councilmembers Brancheau, Peters, Tunnell, Faught and Franklin voting in favor of the motion. cm111207 Page 9 of 11 18. Mayor and Council Reports. A. Report by Mayor Stover regarding the Sales Tax Election Results. B. Report by Mayor Stover regarding Coppell High School Football. C. Report by Mayor Stover regarding Coppell High School Volleyball. A. Mayor Stover reported on the Sales Tax Election held on November 6th. The local referendum passed with approximately 2000 voters turning out for the election. The tax will take effect on April 1, 2008 with a quarter cent reallocation going towards Crime Prevention, and a quarter cent reallocation going towards road improvements. B. Mayor Stover announced the Coppell High School Football Team finished the season 7-3, resulting in them not moving forward to the play-offs. Mayor Stover stated this was a testament on how tough the district was this year. He expressed his gratitude to Coach Bob Shipley and congratulated the team on a remarkable job. C. Mayor Stover also announced that the Coppell High School Volleyball Team was eliminated in the third round of the play-offs. He congratulated the team on their success and commended Coach Hankins on a successful year. Mayor Stover reminded the Council of the election canvass scheduled for Wednesday, November 14th at 8:00 a.m. 19. Necessary action resulting from Work Session. There was no action necessary under this item. cm111207 Page 10 of 11 20. 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 cm111207 Page 11 of 11 MINUTES OF NOVEMBER 14, 2007 The City Council of the City of Coppell met in Special Called Session on Wednesday, November 14, 2007, at 8:00 a.m. in the 2nd Floor Conference Room of Town Center, 255 Parkway Boulevard, Coppell, Texas. The following members were present: Billy Faught, Councilmember Jayne Peters, Councilmember Also present were City Manager Jim Witt, Deputy City Manager Clay Phillips, City Secretary Libby Ball and City Attorney David Dodd. Councilmember Faught called the meeting to order, determined that a quorum was present pursuant to Section 67.004(a) of the Texas Election Code, and convened into Special Session. 1. Consider approval of a Resolution to Canvass returns of the November 6, 2007 Sales Tax Election, approval of an order declaring the results of said election and authorizing the Mayor to sign. Presentation: City Attorney David Dodd read the Canvass of Election into the Record. Action: Councilmember Peters moved to approve Resolution No. 2007-1114.1 Canvass returns of the November 6, 2007 Special Election, approval of an order declaring the results of said election. Councilmember Faught seconded the motion; the motion carried 2-0 with Councilmember Peters Faught voting in favor of the motion. There being no further business to come before the City Council, the meeting was adjourned. ____________________________________ Billy Faught, Councilmember ATTEST: ____________________________________ Libby Ball, City Secretary cm111407 Page 1 of 1 MINUTES OF NOVEMBER 27, 2007 The City Council of the City of Coppell met in Regular Called Session on November 27, 2007, at 6:00 p.m. in the 2nd Floor Conference Room 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 Marsha Tunnell, Councilmember Billy Faught, Councilmember Marvin Franklin, Councilmember Bill York, Councilmember Councilmember Peters was 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. Proposed Interlocal Agreement with DFW Airport. B. Section 551.072, Texas Government Code - Deliberation regarding Real Property. 1. Sale of property west of Coppell Road and south of Sandy Lake Road. Mayor Stover convened into Executive Session at 6:10 p.m. as allowed under the above-stated article. Mayor Stover adjourned the Executive Session at 6:21 p.m. and opened the Work Session. WORK SESSION (Open to the Public) 3. Convene Work Session A. Discussion and update regarding Old Town Coppell. cm112707 Page 1 of 2 At this time Council reconvened back into Executive Session. EXECUTIVE SESSION (Closed to the Public) Convene Executive Session B. Section 551.072, Texas Government Code - Deliberation regarding Real Property. 1. Sale of property west of Coppell Road and south of Sandy Lake Road. Mayor Stover convened into Executive Session at 8:17 p.m. as allowed under the above-stated article. Mayor Stover adjourned the Executive Session at 8:47 p.m. and opened the Regular Session. REGULAR SESSION (Open to the Public) 4. Necessary action resulting from Work Session. There was no action necessary under this item. 5. 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 cm112707 Page 2 of 2 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 December 11, 2007 9/B ✔ CONTRACT/BID or PROPOSAL Consider approval of a grant agreement between the city of Coppell, the Coppell Independent School District, and the Coppell Education Development Corporation for 13 literacy intervention support teachers in the amount of $761,314.00 and authorizing the City Manager to sign. Funds are available in the 1/2 cent CEDC sales tax for this grant. Staff recommends approval. !CEDC08L01-1AR _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 1 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”), Coppell Education Development Corporation (“CEDC”) and the Coppell Independent School District (the “CISD”), 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 CISD has submitted a grant application No. 2008-L01 to provide funding for thirteen (13) Literacy Intervention Support teachers for students in grades K through 12 (the PROJECT); and WHEREAS, the CISD has developed the PROJECT to provide intensive, focused literacy instruction to identified students on a daily basis; and WHEREAS, the PROJECT will provide additional classroom support in a small group setting that is taught by literacy specialists to help students maximize their potential, accelerate literacy skills and improve self-esteem and achievement; and WHEREAS, CISD is in need of funding the salaries of thirteen (13) Literacy Intervention Support Teachers for students in grades K through 12, and seeks the assistance of the CEDC for such assistance; and WHEREAS, the CITY has determined that making an education development grant to the CISD in accordance with this AGREEMENT will further the objectives of the CITY, will benefit the CITY and the CITY’s inhabitants, and will promote literacy 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: _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 2 GENERAL PROVISIONS 1. Subject to availability of funds collected from the 379A sales tax, the CITY agrees to provide the CISD an education development grant (the “GRANT”) in an amount not to exceed Seven Hundred Sixty-one Thousand Three Hundred Fourteen Dollars and No Cents ($761,314.00). 2. CISD agrees to utilize the GRANT to fund thirteen (13) Literacy Intervention Support Teachers for students in grades K through 12. 3. CITY agrees to provide the GRANT of Seven Hundred Sixty-one Thousand Three Hundred Fourteen Dollars and No Cents ($761,314.00) funds payable on a quarterly basis with the first payment to be made in February 2008. Funds to be expended in accordance with the budget categories set forth in the GRANT application. 4. No later than May 31, 2008 the CISD shall submit a detail list of expenditures for this GRANT to the CEDC. The detailed list of expenditures shall include all personnel costs, invoices, and other financial documents which address the GRANT expenditures by category as approved by the CEDC, and reflected in Item 3 of this AGREEMENT. CISD shall also provide documentation related to the number of students served, grade level served, and any changes in personnel during the period covered by this grant, as well as any other information that reflects the success of the Literacy Intervention Support Program. 5. In the event the CISD breaches any of the terms of this AGREEMENT or fails to use the GRANT for the purposes set forth herein, then the CISD, 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 CISD 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 CISD of any obligations under this AGREEMENT, the CITY shall notify the CISD in writing, who shall have thirty (30) days from receipt of the notice in which to cure such default. If CISD 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 CISD. 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 CISD, 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. CISD 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 _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 3 fees, of any nature whatsoever arising out of the CISD’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. 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 _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 4 ATTEST: By: ______________________________________ SIGNED this ______ day of ________________, 2007. COPPELL INDEPENDENT SCHOOL DISTRICT By: ______________________________________ DR. JEFF TURNER SUPERINTENDENT Coppell Independent School District 200 S. Denton Road Coppell, Texas 75019 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 5 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, Coppell Education Development Corporation, on behalf of said corporation. Notary Public, State of Texas My Commission expires: _______________________ COPPELL INDEPENDENT SCHOOL DISTRICT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Dr. Jeff Turner, Superintendent of Coppell Independent School District, on behalf of said District. Notary Public, State of Texas My Commission expires: ______________________ 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 December 11, 2007 9/C ✔ CONTRACT/BID or PROPOSAL Consider approval of a grant agreement between the city of Coppell, the Coppell Independent School District, and the Coppell Education Development Corporation for 18 ESL teachers, 3 aides and 3 bilingual teachers in the amount of $1,236,368.00 and authorizing the City Manager to sign. Funds are available in the 1/2 cent CEDC sales tax for this grant. Staff recommends approval. !CEDC08L02-1AR _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 1 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”), Coppell Education Development Corporation (“CEDC”) and the Coppell Independent School District (the “CISD”), 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 CISD has submitted a grant application No. 2008-L02 to provide funding for hiring eighteen (18) ESL teachers, three (3) aides and three (3) bilingual teachers (the PROJECT), which is designed to develop proficiency in the English language for those students who enter the district as either non-English speaking or limited English speaking; and WHEREAS, the PROJECT will provide daily instruction for approximately 611 pre- Kindergarten through twelfth grade students from more than 50 countries; and WHEREAS, CISD is in need of funding the salaries for eighteen (18) ESL teachers, three (3) aides, and three (3) bilingual teachers and seeks the assistance of the CEDC for such assistance; and WHEREAS, the CITY has determined that making an education development grant to the CISD in accordance with this AGREEMENT will further the objectives of the CITY, will benefit the CITY and the CITY’s inhabitants and will promote literacy 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 CISD an education development grant (the “GRANT”) in the amount of One Million Two Hundred Thirty-six Thousand Three Hundred Sixty-eight Dollars and No Cents ($1,236,368.00). _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 2 2. CISD agrees to utilize the GRANT to fund the salaries for eighteen (18) ESL teachers, three (3) aides and three (3) bilingual teachers for approximately 611 pre-Kindergarten through twelfth grade students. 3. CITY agrees to provide the GRANT of One Million Two Hundred Thirty-six Thousand Three Hundred Sixty-eight Dollars and No Cents ($1,236,368.00) funds payable on a quarterly basis with the first payment to be made in February 2008. 4. No later than May 31, 2008 the CISD shall submit a detailed list of expenditures for this GRANT to the CEDC. The detailed expenditures shall include, but not limited to, all personnel costs, the number of students served, grade levels actually served, and any changes in personnel during the period covered by this GRANT. 5. In the event the CISD breaches any of the terms of this AGREEMENT or fails to use the GRANT for the purposes set forth herein, then the CISD, 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 CISD 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 CISD of any obligations under this AGREEMENT, the CITY shall notify the CISD in writing, who shall have thirty (30) days from receipt of the notice in which to cure such default. If CISD 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 CISD. 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 CISD, 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. CISD 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 CISD’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 3 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 4 SIGNED this ______ day of ________________, 2007. COPPELL INDEPENDENT SCHOOL DISTRICT By: ______________________________________ DR. JEFF TURNER, SUPERINTENDENT Coppell Independent School District 200 S. Denton Road Coppell, Texas 75019 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 5 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: COPPELL INDEPENDENT SCHOOL DISTRICT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Dr. Jeff Turner, Superintendent of Coppell Independent School District, on behalf of said District. ____________________________________ Notary Public, State of Texas My Commission expires: _______________________ 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 December 11, 2007 9/D ✔ CONTRACT/BID or PROPOSAL Consider approval of a grant agreement between the city of Coppell, the Coppell Independent School District, and the Coppell Education Development Corporation for 13 Spanish teachers at the high school and 2.5 Spanish teachers at Coppell middle schools in the amount of $847,412.00 and authorizing the City Manager to sign. Funds are available in the 1/2 cent CEDC sales tax for this grant. Staff recommends approval. !CEDC08S01-1AR _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 1 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”), Coppell Education Development Corporation (“CEDC”) and the Coppell Independent School District (the “CISD”), 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 CISD has submitted a grant application No. 2008-S01 to provide funding for hiring thirteen (13) Spanish teachers for grades 9 through 12 at the high school and 2.5 Spanish teachers at Coppell middle schools (the PROJECT), to provide daily instruction in order to satisfy a state graduation requirement; and WHEREAS, the CISD has developed the PROJECT using certified Spanish teachers who specialize in such field; and WHEREAS, CISD is in need of funding the salaries and benefits for thirteen (13) Spanish teachers at the high school and 2.5 Spanish teachers at Coppell middle schools, and seeks the assistance of the CEDC for such assistance; and WHEREAS, the CITY has determined that making an education development grant to the CISD in accordance with this AGREEMENT will further the objectives of the CITY, will benefit the CITY and the CITY’s inhabitants and will promote foreign language 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 CISD an education development grant (the “GRANT”) in an amount not to exceed Eight Hundred Forty-seven Thousand Four Hundred Twelve Dollars and No Cents ($847,412.00). _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 2 2. CISD agrees to utilize the GRANT to fund salaries and benefits for thirteen (13) Spanish teachers at Coppell high school and 2.5 Spanish teachers at Coppell middle schools. 3. CITY agrees to provide the GRANT of Eight Hundred Forty-seven Thousand Four Hundred Twelve Dollars and No Cents ($847,412.00), funds payable on a quarterly basis with the first payment to be made in February 2008. Funds to be expended in accordance with the budget categories set forth in the GRANT application. 4. No later than May 31, 2008 the CISD shall submit personnel costs for this GRANT to the CEDC. The detailed expenditures shall include, but not limited to, salaries, number of students served, grade levels actually served, copies of contracts, and any changes in personnel during the period covered by this GRANT. 5. In the event the CISD breaches any of the terms of this AGREEMENT or fails to use the GRANT for the purposes set forth herein, then the CISD, 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 CISD 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 CISD of any obligations under this AGREEMENT, the CITY shall notify the CISD in writing, who shall have thirty (30) days from receipt of the notice in which to cure such default. If CISD 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 CISD. 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 CISD, 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. CISD 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 CISD’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 3 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 4 EXECUTED this ______ day of ________________, 2007. COPPELL INDEPENDENT SCHOOL DISTRICT By: ______________________________________ DR. JEFF TURNER, SUPERINTENDENT Coppell Independent School District 200 S. Denton Road Coppell, Texas 75019 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 5 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, Coppell Education Development Corporation, on behalf of said Corporation. Notary Public, State of Texas My Commission expires: ________________________ COPPELL INDEPENDENT SCHOOL DISTRICT STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007, by Dr. Jeff Turner, Superintendent of Coppell Independent School District, on behalf of said District. Notary Public, State of Texas My Commission expires: ________________________ 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 December 11, 2007 9/E ✔ CONTRACT/BID or PROPOSAL Consider approval of a grant agreement between the city of Coppell, The North Hills School and the Coppell Education Development Corporation for a technology program for grades 3 through 8 in the amount of $54,210.00 and authorizing the City Manager to sign. Funds are available in the 1/2 cent CEDC sales tax for this grant. Staff recommends approval. !CEDC08T01-1AR _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 1 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”), Coppell Education Development Corporation (“CEDC”) and The North Hills School (the “NHS”), 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 NHS has submitted a grant application No. 2008-T01 to provide funding for computers, keyboards, monitors, mice, printer, and software to provide students with the necessary literacy and technology skills at NHS (the PROJECT); and WHEREAS, the NHS has developed the PROJECT to benefit 600 students for the purpose of literacy and career technology; and WHEREAS, NHS is in need of funding this equipment for grades 3 through 8, and seeks the assistance of the CEDC; and WHEREAS, the CITY has determined that making an education development grant to the NHS 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 NHS an education development grant (the “GRANT”) in an amount not to exceed Fifty-four Thousand Two Hundred Ten Dollars and No Cents ($54,210.00). 2. NHS agrees to utilize the GRANT to purchase computers, keyboards, monitors, mice, printer, and software for grades 3 through 8. _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 2 3. CITY agrees to provide the GRANT of Fifty-four Thousand Two Hundred Ten Dollars and No Cents ($54,210.00) funds payable on a quarterly basis with the first payment due in February 2008. Funds to be expended in accordance with the budget categories set forth in the GRANT application. 4. No later than May 31, 2008 the NHS shall submit the receipts for computers, keyboards, monitors, mice, printer, and software purchased for this GRANT to the CEDC. The detailed expenditures shall include, but not be limited to, copies of invoices. 5. In the event the NHS breaches any of the terms of this AGREEMENT or fails to use the GRANT for the purposes set forth herein, then the NHS, 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 NHS 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 NHS of any obligations under this AGREEMENT, the CITY shall notify the NHS in writing, who shall have thirty (30) days from receipt of the notice in which to cure such default. If NHS 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 NHS. 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 NHS, 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. NHS 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 NHS’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. 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. _______________________________________________ COPPELL EDUCATION DEVELOPMENT GRANT Page 3 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 4 SIGNED this ______ day of ________________, 2007. THE NORTH HILLS SCHOOL By: ______________________________________ CHERYL HUISMAN PRINCIPAL The North Hills School 606 E. Royal Lane Irving, Texas 75039 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 5 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 Coppell Education Development Corporation, on behalf of said corporation. Notary Public, State of Texas My Commission expires: _________________________ NORTH HILLS SCHOOL STATE OF TEXAS § § COUNTY OF DALLAS § This instrument was acknowledged before me on the _______ day of ___________, 2007 by Cheryl Huisman, Principal of The North Hills School, on behalf of said school. Notary Public, State of Texas My Commission expires: __________________________ 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 December 11, 2007 9/F ✔ CONTRACT/BID or PROPOSAL Consider approval of awarding Bid # Q-1107-01, for First Floor Renovation of Town Center, to KC Construction Services in the amount of $116,622.87 as budgeted. Bid #Q-1107-01 is for the renovation of the first floor of Town Center needed to expand the IT operations and administrative area and relocate the Purchasing Division to the east side of the building. The move will also make it necessary to modify the Human Resources, Purchasing, and Finance areas to accommodate this change. Four bids were received for Bid # Q-1107-01 (see attached bid tabulation). KC Construction Services was the low bidder and has previously performed exceptional renovations for Coppell at both the Library and Court Facilities. Funds have been budgeted in Facilities Management for this contract. Staff recommends approval. #Award Bid for TC Remodel CDo CI III OJ o C D en o C D en OJ o C D Co Z o 6 D I o 6 BID NO Ql107 01 FIRST FLOOR REMODEL COPPELL TOWN CENTER THE CITY OF I DATE 11 13 07 To Purchasing Agent City of Coppell 255 Parkway Blvd P O Box 9478 Coppell Texas 75019 In making the attached offer the undersigned as an independent Contractor agrees to provide the construction of the first floor remodel Coppell Town Center according to the following attached specifications VENDOR j C C 54rvcI 5fJrc iicfU In PRICE sJlJalo 22 87 does no fin c1J Ie 1 A I nA Ic COMPLETION TIME t 0 days SIGNATURE CITY OF COPPELL PFRCHASING DEPARTMENT 255 PARlWAY BOULEVARD COPPELL TEXAS 75019 18 of 211 BID NO Q l107 0l FIRST FLOOR REMODEL COPPELL TOWN CENTER CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire is being filed in accordance with chapter 176 of the Local OFFICE USE Government Code by a person doing business with the governmental entity ONLY Date By law this questionnaire must be filed with the records administrator of the Received local government not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed See Section 176 006 Local Government Code A person commits an offense if the person violates Section 176 006 Local Government Code An offense under this section is a Class C misdemeanor 1 Name of person doing business with local governmental entity bAJ d Ire JG tN 5erv c eI I 2 0 Check this box if you are filing an update to a previously filed questionnaire The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than September 1 of the year for which an activity described in Section 176 006 a Local Government Code is pending and not later than the 7th business day after the date the originallv filed Questionnaire becomes incomolete or inaccurate 3 Name each employee or contractor of the local governmental entity who makes recommendations to a local government officer ofthe governmental entity with respect to expenditures ofmoney AND describe the affiliation or business relationship N A 4 Name each local government officer who appoints or employs local government officers of the governmental entity for which this questionnaire is filed AND describe the affiliation or business relationship Nlft In OF COPPELL PURCHASING DEPARTMENT 255 PARKWAY BOULEVARD COPPELL TEXAS 75019 19 of 211 BID NO Q l107 0l FIRST FLOOR REMODEL COPPELL TOWN CENTER FORM CIQ CONFLICT OF INTEREST QUESTIONNAIRE Page 2 For vendor or other person doing business with local governmental entity 5 Name of local government officer with whom filer has affiliation or business relationship Complete this section only if the answer to A B or C is YES This section item 5 including subparts A B C D must be completed for each officer with whom the filer has affiliation or other relationship Attach additional pages to this Form CIQ as necessary A Is the local government officer named in this section receiving or likely to receive taxable income from the filer of the questionnaire 0 Yes 0 No B Is the filer of the questionnaire receiving or likely to receive taxable income from or at the direction of the local Q2vemment officer named in this section AND the taxable income is not from the local govemmental entity U Yes 0 No C Is the filer of this questionnaire affiliated with a corporation or other business entity that the local government officer serves as an officer or director or holds an ownership of 10 percent or more 0 Yes D No D Describe each affiliation or business relationship 6 Signature of person doing business with the governmental entity illJ Cf1 Date Adopted 11 022005 CITY OF COPPELL PFRCHASINGDEPARTMENT 155 PARKWAY BOULEVARD COPPELL TEXAS 75019 21 of 211 TRANSMITTAL OF ADDENDUM INSTRUCTIONS 1 ACKNOWLEDGE RECEIPT OF ADDENDUM IN PROPOSAL ON OUTER ENVELOPE OF BID I Acknowledge the receipt of Addendum NO 1 City of Coppell PROJECT NAME FIRST FLOOR REMODEL COPPELL TOWN CENTER October 23 2007 P Contractor s Signature J f COl5ir JC 1 v cfl4 Company Name JEROD ANDERSON PURCHASING DEPARTMENT 972 304 3645 1 Addendum NO 1 Nov 01 07 10 36a Jerod Anderson 972 304 3645 p 1 TRANSMITTAL OF ADDENDUM pro INSTRUCTIONS 1 ACKNOWLEDGE RECEIPT OF ADDENDUM IN PROPOSAL ON OUTER ENVELOPE OF BID N n u T I I Acknowledge the receipt of Addendum No 2 City of Coppell PROJECT NAME First Floor Renovation CaDDell Town Center October 31 2007 Contractor s Signature JC CtM1rtJcf 5erUIe41 Company Name JEROD ANDERSON PURCHASING DEPARTMENT 972 304 3645 1 Addendum No 1 Nov 06 07 11 17a Jerod Anderson 972 304 3645 p 1 TRANSMITTAL OF ADDENDUM INSTRUCTIONS 1 ACKNOWLEDGE RECEIPT OF ADDENDUM IN PROPOSAL ON OUTER ENVELOPE OF BID I ACknowledge the receipt of Addendum No 3 City of Coppel PROJECT NAME First Floor Renovation CODDell Town Center November 6 2007 Contractor s Signature KC CcMS lA Sauk J rc Company Name JEROD ANDERSON PURCHASING DEPARTMENT 972 304 3645 1 Addendum NO 3 onstruction Services Inc 1 Y PEol rul S ATISFArIIN NTE JtITY ftS1LTYo TENANT FINISH BID FORMAT FormRevision Date 4 27 04 General Contractor KC Construction Services Inc Bid Prepared By David Kasper Building Name Coppell Town Center Tenant Name City of Coppell Date Originally Prepared 11 12 07 Revision Construction Time Calendar Days 60 Regular Hours M F 8 00AM 5 00PM Bid Due Date 11 13 07 Addendums Included 1 3 I 9 27 07 plans Suite Number 1 st floor renovation ORIG Date Revised N A 1 Demolition I Walls Description Qty VIM Notes 3 550 00 Matthijetz Drywallh A Wall If B Door Frame Hardware ea C Floor Covering sf 0 Electrical Is E Plumbing Is I I I 2 Ceilina See Drywall h A Remove Replace Existing Tile sf B New Tile sf C Repair Grid sf 0 New Grid sf E Paint Existing Ceiling Grid sf Description Qty VIM Notes F G H I J h W A Interior Partition If B Interior Partition with Insulation If C Demising Wall If 0 Demising Partition to Deck with Insulation If E Corridor Partition If IF Corridor partition to Deck with Insulation If G Low Wall I Sill Wall If H Aluminum Top Track If I Dummy Trim If Description Qty VIM Notes 15 800 00 Matthijetz Dry all 3 Drvwall I I I I 10606 Shady Trail Suite 21 Dallas Texas 75220 Phone 214 350 7669 Fax 214 350 7810 Jt onstruction Services Inc xry PeG TIC l S ATISECTIIN NTE GRITY 1LlTY o Bid Format Page 2 of 6 City of Coppell 1st floor renovation 11 12 07 Revision ORIG Revised N A 4 Paint and Wallcoverina D ripfon Qty VIM Notes 6 750 00 KC Construction ServicesescI A Tape Bed and Texture sf B Paint sf C VWC Furnish and Install If 0 FWC Furnish and Install If E Paint Doors and Frames ea F G H I J 5 Doors Windows and Hardware D f Qty VIM N t S BJ 27 950 00 escnplon oes h ee eow A Furnish and Install Door Frame Hardware 1 15 6 500 AO Inc IDoor Size I I B Relocate Door Frame Hardware ea C Window Sidelight Mirror 1 15 2 200 Raco 0 Glass Door ea E Lockset ea F Passage Set ea G Full Mortise Lockset ea H Door Stop ea I Store front per plans 1 15 19 250 Trinity Glazing J K i L M A Furnish and Install Base Cabinet If B Furnish and Install Upper Cabinet If C Laminate Counter Top If 0 Laminate Upper and Lower Cabinets If E Furnish and Install Wood Base If F Furnish and Install Chair Rail If G Furnish and Install Crown Mould If i Description Qty VIM Notes 2 609 00 Cabinets West 6 Millwork I I II 10606 Shady Trail Suite 21 Dallas Texas 75220 Phone 214 350 7669 Fax 214 350 7810 onstruction Services Inc ly pSo TllI sATI f CTlll rrJk Bid Format Page 3 of 6 City of Coppell 1st floor renovation 11 12 07 Revision ORIG Revised N A 7 3 646 34 h A Install Owner Supplied Carpet Direct Glue 1 Is 650 34 RWA Flooring B Furnish and Install Carpet with Pad sy C VCT sy 0 Rubber Base If E Carpet Base If F Wood Floor If G Ceramic 1 Marble sf Description Qty VIM Notes See Below H Access Flooring 1 Is 2 996 00 Allied Interiors I J K L 8 Plumbing 3 996 00 h Y A jFurnish and Install Sink Complete ea B I Furnish and Install Water Heater I gal ea I C 1 4 Water Line ea I Description Qty VIM Notes American Wa 0 Plumbing per plans 1 Is 3 996 American Way E F G H 9 HVAC 8 777 00 h A Furnish and Install 2 x 2 Grill ea B Relocate 2 x 2 Supply Grill ea C Install I Relocate Thermostat ea 0 Balance Air flow in Space based on RSF ea E Exhaust Fan ea Description Qty VIM Notes American Way F HVAC per plans includes EMS by Cohesive 1 Is 8 777 American Way G H I J 10 Fire Protection 10 580 46 Description A Add Sprinkler Head B Relocate Sprinkler Head Notes See Below C Fire Alarm per plans 1 Is 7 91346 Fairview Protection 0 Fire Sprinkler per plans 1 Is 2 667 Classic Fire E 10606 Shady Trail Suite 21 Dallas Texas 75220 Phone 214 350 7669 Fax 214 350 7810 onstruction Services Inc fY PEo TI S AT1SACTI N NTEGRln Al lLlTYNQ Bid Format Page 4 of 6 City of Coppell 1 st floor renovation 11 12 07 Revision ORIG Revised N A I A Duplex Outlet ea B Quadraplex Outlet ea C Dedicated Outlet ea 0 Dedicated Isolated Ground Outlet ea E Copier Outlet ea F Computer Outlet ea G Data Outlet R S ea H Flush Mount Floor Electrical Data Outlet ea I Relocate Install Light Fixture ea J Furnish and Install Light Fixture ea K Downlight ea L Wall Washer ea M Single Pole Switch ea N 3 Way Switch ea 0 Exit Light ea p Fire Alarm Speaker I Strobe ea Q Sub Panel ea R Transformer T KVA ea S Smoke Detector ea T Water Heater ea U Dimmer ea Descripfon Qty VIM Notes 11 480 00 Cleaver Electric 11 Electrical I I I ee e w A Striping B Signs I C Tile Repair 0 Toilet Accessories i E Toilet Partition F Fire Extinguisher Cabinet 1 Is 600 Specialty Bldg Materials G Masonry H Contingency Description Qty VIM Notes S B 10 3 100 0012SDeclaltvItems II Security 1 Is 2 500 Dallas Security Systems IJ K iL I M I 10606 Shady Trail Suite 21 Dallas Texas 75220 Phone 214 350 7669 Fax 214 350 7810 onstruction Services Inc xry pSo T1ll S ATIif ACTl IN NTE WolrTY 4 iLITY Q Bid Format Page 5 of 6 City of Coppell 1st floor renovation 11 12 07 Revision ORIG Revised NIA 13 Miscellaneous 8 200 00 I y h ruc Ion erVlces IA Permits and Certificate of Occupancy Permits provided by City I B Construction and Final Cleaning 1 Is 1 200 i C General Conditions l D Supervision 1 Is 6 000 1 Descripfon Qt VIM Notes KC Canst t S E Dumpster 1 Is 1 000 1 F G H I 14 Allowances Not Included npl y oes Ch A Elevator Allowance B Owner Supplied Equipment C Graphics Desc fan Qt UIM Nt I I I I 15 Bid Summary 1 Demolition 1 Walls 3 550 00 2 Ceiling See Drywall 3 Drywall 15 800 00 4 Paint and Wallcovering 6 750 00 5 Doors Windows and Hardware 27 950 00 6 Millwork 2 609 00 7 Floors 3 646 34 8 Plumbing 3 996 00 9 HVAC 8777 00 10 Fire Protection 10 58046 11 Electrical 11 480 00 12 Specialty Items 3 100 00 13 Miscellaneous 8 200 00 I 14 Allowances Not Included Section Sub Total 106438 80 Bond 1 24 1 Bond 2 733 35 O P 1 7 00 1 Overhead Profit 7450 72 Sub Total 116 622 87 Is this job subject to Sales Tax YES cJ NO I x I Tax 0 00 Total Bid Proposal 1 116 622 87 I 10606 Shady Trail Suite 21 Dallas Texas 75220 Phone 214 350 7669 Fax 214 350 7810 onstruction Services Inc rY PEooNTIlct STIiMCTt N NTEGRIT lLlTY J Bid Format Page 6 of 6 City of Coppell 1 st floor renovation 11 12 07 Revision ORIG Revised N A Clarifications I Speciallnformation List Alternate Pricing in This Space Prices include any applicable laes A Alternate 1 To use Law Glass in lieu of Trinity Glazing ADD 9423 00 a Alternate C Alternate 0 Alternate E Alternate F Alternate G Alternate H Alternate I Alternate J Alternate K Alternate L Alternate iM Alternate i iN Alternate 0 Alternate I P Alternate Q Alternate R Alternate S Alternate I T Alternate U Alternate V Alternate I W Alternate X Alternate IV Alternate i Z Alternate AA Alternate aa Alternate I CC Alternate DO Alternate II I Company Name KC Construction Services Inc BY Title President Bid Accepted By Company Name By Title Date 10606 Shady Trail Suite 21 Dallas Texas 75220 Phone 214 350 7669 Fax 214 350 7810 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 December 11, 2007 9/G ✔ CONTRACT/BID or PROPOSAL Consider approval of awarding Bid #Q-1207-02 to Uretek USA, Inc. for the Annual Concrete Slab Raising Services program; in the amount of $125,000.00 as provided for in the Infrastructure Maintenance fund; and authorizing the City Manager to sign. Approval of the contract with Uretek USA, Inc. will provide funds to continue work on the list of repairs generated from citizens' requests and also repair requests initiated by Public Works. Staff recommends approval of the contract and will be available to answer any questions at the Council meeting. Funds have been budgeted in the Infrastructure Maintenance Fund for this project. Staff recommends approval of the contract with Uretek USA, Inc. #Contract for Uretek Repairs MEMORANDUM TO: Mayor and City Council FROM: Kenneth M. Griffin, P.E., Director of Engineering/Public Works DATE: December 11, 2007 REF: Consider approval of awarding Bid #Q-1207-02 to Uretek USA, Inc. for the Annual Concrete Slab Raising Services program; in the amount of $125,000.00 as provided for in the Infrastructure Maintenance fund; and authorizing the City Manager to sign. On November 27, 2007 the city received and opened bids for yearly concrete slab raising services. For the past several years the city has used interlocal agreements with other cities to obtain services with firms to level up streets and alleys that have settled and created areas of standing and/or ponded water. For years the sole provider was a firm called Uretek USA, Inc. However, the Purchasing Department has received information over the last year that there are several firms that provide these same services. Therefore, this year in lieu of tagging onto another city’s contract, the city of Coppell chose to bid the services out to provide an opportunity for other firms to bid on the project. When the bids were opened only one firm – Uretek USA, Inc. – actually bid on the city’s project. Again, Uretek USA, Inc. is the same firm the city has used for many years to provide these services. The concrete slab raising services program is an attempt to repair settled areas of concrete in lieu of removing and replacing them. Throughout the year the city receives numerous requests from citizens to repair alleys and streets that have nuisance water ponding on them. The surface itself is still in excellent shape and drivable, however, pockets of ponded water are created because of settlement beneath the street. Raising these areas is substantially less expensive than removal and replacement of sections of concrete streets and alleys. As we do on most of our services contracts of this nature, the project is bid with renewable years. This particular project has the opportunity to be renewed for up to four successive terms by mutual agreement of both parties. Staff recommends the awarding of Bid #Q-1207-02 to Uretek USA, Inc. in the amount of $125,000.00. Staff will be available to answer any questions at the Council meeting. BID Q-1207-02 CONCRETE SLAB RAISING SERVICES URETEK USA, INC Unit Cost/Pound No Other Bidders CATEGORIES Residential Streets $3.45 $3.65 Major & Minor Arterial Streets Deep Injections $11.00 Other Slabs w/ Structure $9.90 Other Slabs w/o Structure $9.90 BID TABULATION URETEK REPAIRS 2007 CONTRACT Priority Date Address Misc. Estimated S.F. 1 6/29/06 Beaver Run 127 ponding alley 240 1 8/10/07 Clear Creek 458 ponding 480 1 1/2/07 Cozby 512 ponding 250 1 9/25/1998 Denton Tap 485 200 1 6/29/2006 Edgewood 146-150 ponding alley 1000 1 12/5/2006 Edgewood 202 ponding 75 1 12/5/2006 Edgewood 206 ponding 144 1 12/5/2006 Edgewood 207 ponding 105 1 12/5/2006 Edgewood 210 ponding 150 1 12/5/2006 Edgewood 211 ponding 240 1 7/10/2007 Elmhill Ct 904 ponding 120 1 8/29/2007 Falcon 932 ponding 100 1 6/9/2006 Forest Ridge 413 ponding 96 1 12/18/2006 Forestwood 1002 ponding 42 1 4/5/2001 Greenwood 116 ponding 625 1 6/18/2007 Hartford 130 ponding at curb/gutter 80 1 6/18/2007 Hartford 130 ponding alley 198 1 5/4/2006 Highland Meadow Cir 123 ponding 300 1 5/4/2006 Highland Meadow Cir 135 ponding 300 1 1/9/2007 Hollowtree Ct 201 ponding 120 1 8/27/2007 Lansdowne Cir 109 ponding alley 600 1 8/2/2007 Lee 518 ponding 250 1 8/2/2007 Lee 519 ponding 100 1 6/12/2003 Meadowglen Cir 842 ponding 296 1 8/28/2007 Parish Pl 520 ponding 300 1 7/31/2006 Pebble Creek 1429 ponding 50 1 8/9/2006 Peninsula W. 652 ponding 450 1 8/23/2007 Pheasant 629-633 ponding 200 1 8/23/2007 Pheasant 630-634 ponding (re-eval. 8/23) 600 1 10/24/2006 Pheasant 634 ponding 20 1 10/29/2006 Phillips 629 ponding 160 1 9/19/2006 Phillips 644 ponding 900 1 Pinyon 278 rework 1 3/22/2004 Prestwick Ct. 614 ponding (re-evaluated 10/12/06 720 1 8/20/2001 Quail 656 underseal/rework 200 1 8/10/2006 Shadowcrest 421-433 ponding 1920 1 2/22/2002 Swallow (#40 mailbx) ponding 500 1 2/13/2007 Trailwood 133 ponding 480 1 9/7/2006 Wellington 400 ponding 1200 1 9/7/2006 Wellington 401 ponding 1200 1 5/8/2007 Willow Springs 425 ponding 1440 1 4/6/2006 Willow Springs 433 ponding 720 1 URETEK REPAIRS 2007 CONTRACT Priority Date Address Misc. Estimated S.F. 1 8/18/2006 Winding Hollow 107 ponding 300 1 1/13/2006 Winding Hollow 255 ponding 300 1 8/10/2006 Wynnpage 138 ponding alley 400 2 4/16/2004 Armstrong 770 ponding 100 2 6/10/2005 Bitternut 930 ponding 25 2 4/5/2002 Cambria 431(intersec Wise) ponding 320 2 7/20/2005 Carriage Ct. 200 ponding 48 2 12/29/2005 Carrington 122 ponding on right side of alley 156 2 12/29/2005 Carrington 122 ponding on left side of alley 72 2 10/10/2002 Claremont Ct 537 ponding behind res.on BellaVista 100 2 1/6/2005 Dakota 474 ponding 500 2 10/21/2005 Deforest 945 ponding 216 2 9/30/1998 Falcon 805 150 2 9/20/2002 Forest Hill 532 ponding 60 2 10/13/2003 Georgian 108 ponding 50 2 2/9/2006 Glen Lakes 630 ponding 220 2 4/2/2001 Greenridge 440 ponding 51 2 12/18/2003 Greenwood Ct. 108 ponding 100 2 1/12/2004 Greenwood Ct. 120 ponding alley 100 2 10/17/2002 Hawken 535 ponding alley 2 6/20/2003 Heatherglen 248 ponding 75 2 4/15/2004 Highland Meadow 192 ponding 75 2 7/30/2004 Highland Meadow 200 ponding 900 2 5/30/2002 Kay 336 ponding 11 2 8/7/2006 Lodge 260 ponding 150 2 8/21/1997 Meadowview Ln 531 80 2 6/5/2006 Parkmeadow 240-244 ponding 280 2 1/8/1996 Parkmeadow 333 160 2 5/30/2007 Phillips 629 ponding 300 2 9/27/2002 Robin 733 ponding 60 2 4/14/2006 Sparrow 713 ponding 100 2 10/21/2005 St. James Pl 629 ponding 180 2 11/2/2006 Swallow 718 ponding 960 2 10/5/2007 Swallow 719 ponding 300 2 10/6/2006 Trinity Ct 119 ponding 400 2 6/30/2003 Wellington 405 ponding 50 2 10/7/2002 Willow Springs 248 repd 00/needs redo/ponding 125 2 7/8/2003 Winding Hollow 258 ponding 100 3 5/21/1998 Cheshire 802 20 3 10/6/1998 Glenwood 156 50 3 3/14/2006 Lodge 272 minor ponding 20 3 Royal and Freeport underseal only 3 10/29/2003 Willow Springs 445 ponding 45 2 City of Cappel Bid Q 120702 BID Q 1207 02 CONCRETE SLAB RAISING SERVICES THE CITY OF COPPELL I BID Q 1207 02 CONCRETE SLAB RAISING SERVICES BIDDERS PLEASE NOTE ONE COPY OF THE FOLLOWING BID SHEETS HAVE BEEN ENCLOSED FOR yOUR CONVENIENCE SPECIFICATIONS AND CONFLICT OF INTEREST FORM TWO COPIES MUST BE RETURNED TO THE PURCHASING DEPARTMENT NO LATER mAN TUESDAY NOVEMBER 27 2007 AT 1000 AM CITY OF COPPELL PURCHASINGEPARTMENT 255 PARKWAY BOULEVARD COPPELL TEXAS 75019 Nov 9 2007 8 41 00 AM CST p 16 City of Coppell Bid Q 1207o2 BID Q 1207 02 CONCRETE SLAB RAISING SERVICES THE CITY OF COPPELL l l t s q INTENT The intent ofthese specifications is to describe the minimum requirements of an annual agreement fortheprovisionofConcreteSlabRaisingservicesfortheCityofCoppell CONTRACT TERM AND RENEWAL OPTIONS The contract awarded from this quote shall be an annualagreementcontractTheinitialtermofthisagreementshallbeoneyearThisagreementmayberenewedforuptofour4successiveoneyeartermsbymutualagreementoftheparties Upon expiration of the initial tenn or period of extensionrenewal the contractor agrees to hold over under thetermsandconditionsofthisagreementforareasonableperiodoftimeastoresolicitthecontractnottoexceedninety90days QUANTITIES The quantities listed are only estimates and are not an intent to purchase or a guarantee of futurebusiness HOURS OF SERVICE Regular hours shall be from 9 00 A M to 3 00 P M on any thoroughfare and 8 00AMto500PMonanyresidentialstreetNightweekendworkwillnotbepermittedexceptwithspecialauthorization CONTACT INFORMATION Please contact Per Birdsall Streets Operations Manager with the City ofCoppellat9724625150forquestionsconcerningthephysicalspecificationspbirdsaIl@cicoppelltxusBidquotedocumentquestionsshouldbedirectedtotheCityofCoppellPurchasingDepartmentat972304 3698 DESCRIPTION These specifications cover the furnishing boring drilling pumping andor injection oftwoparthighdensitypolyurethaneundermajorthoroughfaresresidentialstreetsalleysotherslabsongradeforthepurposeoffillingvoidsandliftingraisingslabstorestoregraderemovepondingrestoredrainageandimproverideabilityDeepiqjectionforthesealingofundergroundjointsandcracksinsanitaryandstonnsewersystemsmayalsoberequestedDeepinjectionrequirestheuseofhydroinsensitivepolyurethane WORK AREA SAFETY It shall be incidental to the service being provided that the contractor will provide andmaintainappropriateworksafetydevicesfortheirworkersandthepublicwhetherinthestreetoronotherCitypropertyWorkZonestandardsforworkinornearaCitystreetoralleyarespecifiedintheTexasManualonUniformTrafficControlDevicesTMUTCDandinOSHAregulationsStandardsforworkareasoutsideofCitystreetsoralleyscanbereferencedinOSHAregulations PRICES All Prices and percentages quoted are to be offered and delivered with the terms of FOB DestinationFreightPrepaidandAllowedServicesaretobebidincludingtransportationandtimecoststotheCityslocationNoadditionalchargesforexpensesfreightmileagetimeorsimilaritemswillbeacceptedorpaidbytheCityunderthisagreement PRICING The contractor shall bid on a unit cost of per pound of material The pricing shall be broken downintofive5categories1ResidentialStreets2MajorandMinorArterials3DeepInjection4OtherSlabswithStructureegConcessionStand5OtherSlabswithoutstructureegparkinglots CONTRACT AMOUNT The initial amount estimated for the first year of this annual contract is 125 000 00AtpresentthisisanottoexceedamountInfonnationconcerningfurtherfundingadditionalprojectsorsubsequentyearsisnotavailableatthistimeAmltiorityoftheCitysworklocationsareonresidentialstreets CfIY OFCOPPIlLL PURCHASING DEPARTMENT 255 PARKWAY BOULEVARD COPPELL TEXAS 75019 Page 12 Nov 9 2007 841 00 AM CST p 17 City of Coppel Bid Q 120702 BID Q 120702 CONCRETE SLAB RAISING SERVICES MATERIAL SPECIFICATIONS The Contractor shall use at minimum Uretek 486 polyurethane formulation or equal for this contract Material specifications MSDS and other related documents shall be submitted with the bidquotation It is known that the expansive properties ofmaterials may vary so it is important for prospective contractors to identifY the material that they intend to use RECORDKEEPING The Contractor will be responsible for maintaining a record of pounds used per site and submitting those records on a frequency deemed acceptable by the City Department responsible for review of work performed PERFORMANCE OF WORK The Contractor or Contractor s associates and employees shall perform the work called for in this contract The Contractor covenants and agrees that all ofthe Contractors associates and employees who work on this contract shall be fully qualified to undertake same and are competent to do the work described in this contract and the services performed shall be made in a good and workmanlike manner and that the finished product shall be fit for the particular uses contemplated by this agreement No subcontracting of the work under this contract will be allowed without the written permission of an official authorization of the City of Coppell PAYMENT The City shall pay to the Contractor a sum not to exceed those prices in the bid to perform services designated herein Payments will only be made as work is completed The Contractor must submit request for payment for completed work sites at a frequency not to exceed one month Authorization for payment by the City shall only be made after a satisfactory inspection of the work sites can be performed WARRANTY The Contractor shall warranty all work performed The warranty shall be for a total period of five 5 years During year one 1 the contractor will be responsible for all associated costs for warranty work During years two 2 through five 5 warranty work shall be performed at the cost of materials only CITYOFCOPPELL PURCHASING DEPARTMENT 255 PARKWAY BOULEVARD COPPELL TEXAS 75019 Page 13 Nov 9 2007 8 41 00 AM CST p 18 City of Coppell Bid Q 1207 02 BID Q 1207 02 CONCRETE SLAB RAISING SERVICES Bid Form Cate20ries Unit CostPound Residential StreetsNI Major and Minor Arterials 3 45 P 5 65 1 00 if9 D on7 Deep Injection Jt7C2 Other Slabs with Structure e g Concession Stand JJ Other Slabs without Structure e g Parking Lots NOr77 949D Note 1 Specification Attached Note 2 Deep Injection Specification Attached Note 3 Minimum Job of 300 lbs CITYOFCOPPELL PURCHASING DEPARTMENT 255PARKWAYBOlILEVARD COPPELL TEXAS 75019 Page 14 Nav 9 2007 8 41 00 AM CST p 19 City of Coppel Bid Q 1207 02 BID Q 1207 02 CONCRETE SLAB RAISING SERVICES Company Information ComDanyName L Cl K j5 A L t D Bv357 70L41 phoneNumber t911 43 L FaxNwnrer 8171 4a J 9 3 7 Address Contact Person E mail Address Dwight L Lee P E Vice President t t t 204 S Main St P O Box 1357 Keller Texas 76244 Tel 817 431 8183 Fax 817 431 9339URETEKUSAINC C1TYOFCOPPELL PURCHASING DEPARTMENT 255 PARKWAY BOULEVARD COPPELL TEXAS 75019 Page 15 Nov 9 2007 8 41 00 AM CST p 20 SPECIFICATIONS PAVEMENT BRIDGE APPROACBlDEPARTURE SLAB STABILIZATION SLEEPER SLAB STABILIZATION LIFTING UNDERSEALING AND SOIL DENSIFICATION WITH POLYURETHANE MATERIAL 1 0 Description This work shall consist of raising filling voids undersealing or densification of base soils under Portland cement concrete or asphalt pavements sleeper slab footings or bridge approach and departure structures by furnishing and injecting polyurethane material under the pavement and into the base soils at locations shown on the plans or asdirectedbytheengineer 2 0 Material Requirements 2 1 The material for soil densification raising and undersealing these structures shall be a closed cell hydro insensitive high density polyurethane system 2 2 The material shall have a minimum free rise density of 3 0 lbscubic ft with a minimum compressive strength of 38 0 psi 2 3 The material shall have a maximum free rise density of 3 2 lbscubic ft with a minimum compressive strength of420psi 24 The material used for raising andor undersealing concrete slabs shall be a high density polyurethane material such as URETEK 486 Star or equivalent as approved by the engineer The material shall be a polyurethane formingmixturehavingawaterinsolublediluentthatpermitstheformationofpolyurethanesinexcesswaterThepresenceofthesewaterinsolublediluentsprovidespolyurethanefoamwithimproveddimensionalstabilitypropertiesThisformulaandthesecharacteristicsmustbecertifiedbythemanufacturer 2 0 Equipment Requirements The contractor shall provide at a minimum the following equipment a A truck mounted pumping unit capable of injecting the high density polyurethane material beneath the pavement The pumping unit shall be capable of controlling the rate of flow of material as well as the rate ofvoidfillingundersealingandliftingofthepavementaswellasanyrequireddensificationofsoils b Pressure and temperature control devices capable of maintaining proper temperature and proportionate mixingofthepolyurethanecomponentmaterials c Pneumatic or electric drills capable of efficiently drilling 5 8 to 3 4 diameter injection holes through the pavement without damaging the structural integrity ofthe existing pavement d Laser levels or dial indicator devices capable of monitoring and verifYing that the pavement is raised to an evenplaneandtotherequiredelevationAportabledynamicconepenetrometerforonsitesoilsinvestigation e All necessary light towers electric generators compressors heaters hoses containers valves and gauges toefficientlyconductandcontrolthework Page 1 of2 v I2 2lll1I 4 0 Construction Requirements 4 1 The contractor shall provide a pavement profile from laser level measurements of each area where the structures require attention Each profile shall be accepted by the engineer prior to performing the work at the project location 4 2 Dynamic cone penetrometer testing may be required as directed by the engineer on each project lane to confIrm existing base soil conditions 43 As necessary polyurethane material shall first be injected through a series of 5 8 drilled holes until all known or encountered voids under the pavement are filled The rate and amount of material injection shall be determined bythecontractor 44 For soil densification and compaction of unconsolidated base soils a series of 5 8 3 4 holes as required for tube placement shall be drilled at approximately 34 foot spaced intervals through the pavement above the area requiringsoilremediationThepolyurethanematerialshallthenbeinjectedthroughinjectiontubesinsertedintothedrilled holes to the proper depth or depths as determined by the on site testing The exact location spacing hole size and depth shall be selected by the contractor and approved by the engineer The rate and amount of material injectedshallbedeterminedbythecontractor 4 5 Pavement slabs and sleeper support slabs shall have all drill holes fully sleeved by tubes into the base soils to prevent any injection of material between the slabs 4 6 Continuous laser level or dial indicator micrometer readings shall be in place and monitored by the contractor duringinjectiontodeterminesufficientmaterialusageandsoilsdensificationasindicatedbypavementmovementof12 rom 4 7 The contractor will be responsible for any pavement blowouts excessive pavement lifting or pavement damage that may occur as a result of the contractor s work The contractor shall repair any subject areas to the satisfaction of the engineer at the contractor s expense 5 0 Basis oCPayment The accepted quantities of polyurethane material injected beneath the pavement will be paid for by the pound Page 2 of2 r REFERENCE LIST URETEK USA INC DIFW OFFICE ARKANSAS STATE HIGHWAY AND TRANSPORTATION DEPT LEONARD HALL P E STATE MAINTENANCE ENGINEER LITTLE ROCK ARKANSAS 501 569 2569 PAT SULLIVAN P E MAINTENANCE ENGINEER 501 569 2569 OKLAHOMA DEPARTMENT OF TRANSPORTATION KEVIN BLOSS P E STATE MAINTENANCE ENGINEER OKLAHOMA CITY OKLAHOMA 405 521 2557 JEFF HILLER P E DIVISION MAINT ENGINEER DUNCAN OKLAHOMA 580 255 7580 OKLAHOMA TRANSPORTATION AUTHORITY MARK KALKA MAINTENANCE ENGINEER OKLAHOMA CITY OKLAHOMA 405 425 7427 TEXAS DEPARlMENT OF TRANSPORTATION BILL HALE DISTRICT ENGINEER DALLAS TEXAS 214 320 6100 TRAVIS BARTLOW MAINTENANCE SUPERVISOR GRAND PRAIRIE TEXAS 972 263 1387 CITY OF PLANO TEXAS STEVE SPENCER CONSTRUCTION COORDINATOR PLANO TEXAS 972 7694142 U RETEK r N I TERMS AND CONDITIONS 1 The Price includes all costs raw material travel labor etc URETEK USA will provide all electrical power 2 The Client understands the URETEK Method involves drilling 12 inch holes through the pavement structure at three 3 to four 4 foot intervals and injecting the URETEK 486 polyurethane through the holes which then expands to raise the pavement structure All required cleanup will be the responsibility of URETEK USA 3 The Client will seal cracks and joints 4 URETEK USA will provide concrete saw cutting if required 5 URETEK USA will provide traffic control Residential locations cones Major arterials arrow board signs and cones 6 URETEK USA carries general liability insurance which covers damages outside the scope of the work The Company is not liable for damages to underground utilities or other appurtenances which may result from lifting the slabs and will not repair any such damages 7 URETEK USA makes no representations and takes no responsibility for subsoil conditions which could cause slab shifting in the future 8 URETEK USA warrants that the materials will not shrink or deteriorate for a period of 10 years from the date of completion of the job During the warranty period the Company will replace any materials which fail to perform as warranted This limited warranty supersedes any other warranties express or implied 9 Payment due net 10 days upon satisfactory completion of the work UTC0604 1 1E KI j I SPEcmCATION DENSIFICA TION OF SOILS AT DEPTH Description This items consists ofdensification of soils at depth repair ofsubbasestabilizationandorliftingofcompositepavementasphaltpavementorconcretepavementwithsoilcementbaseorpositiveencasementsealofcatchbasinsandpipejointsbyanapprovcompactiondisplacementpressuregroutingprocedureusingawaterblofonnulationofhighdensitypolyurethaneIDPmaterialinjectedthroughmallpreciselyinstalledtubestothedepthsrequiredatlocationsshownontheplansasdescribedhereinorIJSdirectedbytheEngineerwhilemonitoringmovementatthesurfacewithlaserlevelsandinaccordancewiththemanufacturersrecommendationsThisworkincludespenetrometertestingifneededtodeterminelocationanddepthofrequiredinjectionsdrillinginjectionholesinstallQtionofinjectiontubesintotheIitsinjecttlgmaterialwatchingcatchbasinandorpipejointstoverifypositiveencasementsealandminimizeinfiltrationofmaterialcheckingelevationstocontrolliftofpavementfillingandsealinginjectionholescleanupandotherrelatedwork Material The material used for soil compaction shall be a highdensitypolyurethaneHDPmaterialsuchasUretek486orequivalentas approvedbytheEngineerThematerialshallbehydroinsensitiveinitscomponentreactionsothattheinjectedproductisnotsignificantlycompromisedbysoilmoistureorfreewaterunderthepavementThematerialshallhaveaminimumfreerisedensityof30poundspercubicfootandaminimumcompressivestrengthof40PSI EquiDment The following list of lifting andor WlderseaIing equipment shaIIbeconsideredtheminimumamountofequipmenttoperformthework 1 A drill capable ofdrilling 7 8 inch diameter holes and installingtheinjectiontubingtodepthupto30feet 2 A penetrometer test unit capable of measuring the resistance ofthesoiltodepthsof30feet 3 A pumping unit capable of injecting the polyurethane material tothedepthrequiredunderthepavementandcapableofcontrollingtherateofriseofthepavement URETEK 4 A laser leveling unit to ensure that the pavement is raised to therequiredelevationorthesoilsaresufficientlydensified5Acameramonitorunitmayberequiredtoverifypositive encasement seal and minimize infiltration of material in catchbasinandorpipe EJijerience Contractor must have at least five 5 years experience inprojectsrequiringDensificationofSoilatDepthAlistofcompleted andsuccessfulprojectswillberequiredattheprebidmeetingApprovaltobidwillbebasedontheexperiencerecord COD trumon Methods Preparation The Contractor shall prepare a profile of each area to determinetheextentoftheconcretepavementthatrequiresverticaladjus1mentraisingandundersealingortofillcavitiesundersealing Drilling and Iniection A series of7f8 incb diameter holes shall be drilled atapproximately4footintervalsthroughthepavementintheareatobedensifiedTheexactlocationandspacingoftheholesshallbedeterminedbytheContractorandbeapprovedbytheEngineerAhighdensitypolyurethaneHOPfonnulationshallbeinjectedthroughinjectiontubesatthedepthrequiredunderthepavementForcompositepavementtheinjectiontubesmustbeplacedintothesoilsaminimumofonefootbelowthebottomoftheconcretetominimizetheriskofdelaminatingtheinterfacebetweentheconcreteandasphaltwhichcouldoccurifthematerialisallowedtoreachtheinterfacethroughopenjointsorcracksintheconcreteForsoilcementbasetheinjectiontubesmustbeplacedintothesubbasebelowthesoilcementbaseThepumpingunitshallcontroltheamountofrisebyregulatingtherateofinjectionofthepolyurethanematerialWhenthenozzleisremovedfromtheholeanyexcessivepolyurethanematerialshallberemovedfromtheareaandtheholesealedwithanapprovedcementiousgroutForcatchbasinorpipeworktheContractorshallberesponsibleforthecleanoutandremovalofpolyurethanematerialinthecatchbasinorpipethatisconsideredexcessivebytheEngineer Grade Control The densification at depth will be monitored by a laser levelatthesurceThefinishedconcreteslabshallconformtothegradeandcrosssectionoftheslabpriortosettlement URETEK Final elevations shall be within a tolerance of inch 0 02 ft of the required grades The engineer will check the treated area to confinn that the pavement has been realigned properly to facilitate drainage The Contractor shall be responsible for any pavement blowouts cracking excessive lifting or uneven pavement that results from raising of the pavement Any damage to the pavement occurring prior to final acceptanceshallberepairedbytheContractorasdirectedatnodirectpay Project Records Contractor will provide a Project Report which will contain daily material records on site testing before and after and production rates Set Time The highdensity polyurethane fonnulation used shall set and obtain 90 percent of its ultimate compressive strength within 15 minutes after final injection The compressive strength shall be in accordance with the rn 1 f ct s rt mmcndatinn Curing Time The high density polyurethane fonnulation shall reach 90 of full compressive strength within 15 minutes from injection Measurement The polyurethane material shall be measured by the pound Payment The quantity of material to be paid for shall be the quantityactuallyusedbasedoncertifiedweighticketsorcertifiedflowmeters All labor tools equipment and incidentals necessary for the completion of the project shall not be paid for directly but shall be considered incidental to the contract bid items URETEK CITY OF COPPELL, TEXAS STANDARD FORM PURCHASE CONTRACT City of Coppell, Texas 255 Parkway Boulevard P.O. Box 9478 Coppell, Texas 75019 This Agreement is made by and between the City of Coppell, Texas, a home-rule municipality (hereinafter referred to as the "Buyer") and the hereinafter named Seller, referred to as the "Seller," for the sale of the goods, materials and items specified hereinafter, and the Buyer and Seller hereby agree as follows: Seller: _Uretek USA, Inc.________________________________________________ [Name] _PO Box _1357______________________________________________ [Address] _Keller TX 76244________________________________________________ [City, State, Zip] _817/431-8183________________________________________________ [Telephone] DESCRIPTION OF GOODS This Contract is for the purchase by the City of Coppell, Texas, of the goods, materials and items described hereinafter as the “Goods” or the subject of this Contract, and such parts, attachments, accessories, devices, and apparatus as may be considered an integral part of the Goods or necessary for the proper use or application of the Goods, whether or not specified herein. The Goods are more specifically described as follows: Description Materials and labor to perform concrete slab raising services and mud jacking in streets and alleys as described in the specifications of this contract. ___________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ ____________________________________________________________________________ [CHECK ONE:] This Contract is a “fixed price - fixed quantity” Contract for the purchase of the specified quantity at the specified price. The full quantity of the Goods shall be delivered to and received at the designated point or points of delivery no later than the date specified herein below. This date is a material term and condition of this Contract and, in connection with the delivery date, time is and shall be of the essence. _______________________________ [Insert Date of Delivery] OR X This Contract is for a specific duration wherein the Seller will supply, furnish and deliver at the designated point or points of delivery the specified Goods in the quantities requested by Buyer at the time of Buyer’s order. The delivery date(s) shall be set forth in Buyer’s order. This Contract is not intended to be and shall not be construed as an exclusive requirements contract. This Contract is non-exclusive and Buyer may acquire any or all of its requirements for the specified Goods from Seller or any other source deemed appropriate by Buyer. Upon the conclusion of the duration of this Contract, Buyer may renew this agreement for an additional period or periods equivalent to the primary duration upon sending written notice of intent thereof within thirty (30) days prior to the expiration of the last day of the term of this Contract. The failure to send the foregoing notice shall convert this agreement into a “fixed price - fixed quantity” contract as described above. DURATION: From ___________________ to ____________________. PAYMENT TERMS The purchase price of the Goods shall be that contained in the Seller’s bid and specifically accepted in writing by Buyer. Seller shall submit separate invoices, in duplicate, on each purchase order after each delivery. Invoices shall indicate the purchase order number, and shall be itemized. A copy of the bill of lading should be attached to the invoice. Mail to City of Coppell, Purchasing Department, 255 Parkway Boulevard, P.O. Box 9478, Coppell, Texas 75019. Payment shall not be due until the above instruments are submitted, until the Goods have been received by Buyer, and until Buyer has had sufficient opportunity to inspect and exercise its right to accept or reject. Seller shall keep the purchasing department advised of any changes in their remittance addresses. In no event shall Buyer be responsible for interest of any kind on any funds due to Seller, and no term or provision contained in any Seller’s invoice shall in any way modify, vary or alter the provisions hereof. Buyer’s obligation is payable solely from funds available for the purpose of the purchase. Lack of funds shall render this contract null and void and to the extent funds are not available, any delivered but unpaid for goods will be returned to Seller by Buyer. Do not include federal excise tax, state or city sales tax. The City shall furnish a tax exempt certificate if required. CONTRACT TERMS AND CONDITIONS This Contract is made and entered into between the parties hereto in accordance with and subject to the following additional terms and conditions: 1. SELLER TO PACKAGE GOODS: Seller will package Goods in accordance with good commercial practice. Each shipping container shall be clearly marked and permanently packed as follows: (a) Seller’s name and address; (b) Consignee’s name, address, and purchase order or purchase release number and the supply agreement number if applicable; (c) Container number and total number of containers, e.g. box 1 of 4 boxes; and (d) the number of the container bearing the package slip. Seller shall bear cost of packing unless otherwise provided. Goods shall be suitably packed to secure lowest transportation costs and to conform with requirements of common carriers and any applicable specifications. Buyer’s count or weight shall be final and conclusive on shipment not accompanied by packing lists. 2. SHIPMENT UNDER RESERVATION PROHIBITED: Seller is not authorized to ship the Goods under reservation and no tender of a bill of lading will operate as a tender of goods. 3. TITLE AND RISK OF LOSS: The title and risk of loss of the Goods shall not pass to the Buyer until the Buyer actually receives and takes possession of the Goods at the point or points of delivery. 4. DELIVERY TERMS AND TRANSPORTATION CHARGES: F.O.B. Destination Freight Prepaid unless delivery terms are specified otherwise in the bid; Seller shall pay for the transportation costs. 5. NO PLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of Goods must fully comply with all provisions of this contract as to time of delivery, quality and the like. If a tender is made which does not fully conform, this shall constitute a breach and Seller shall not have the right to substitute a conforming tender, provided, where the time for performance has not yet expired, the Seller may seasonable notify Buyer of his intention to cure and may then make a conforming tender within the contract time but not afterward. 6. PLACE OF DELIVERY: The place of delivery shall be that set forth on the purchase order or in any other written designation by Buyer. The terms of this agreement are “no arrival, no sale.” 7. RIGHT OF INSPECTION: Buyer shall have the right to inspect the goods at delivery before accepting them. 8. REJECTION OF GOODS: It is agreed that if Buyer rejects any of the goods sold pursuant to this agreement, Buyer’s only duty shall be to seasonably notify Seller of the rejection and hold the goods for the disposition of Seller, and it is agreed that under no circumstances shall Buyer be required to resell the rejected goods or incur the cost to deliver same to Seller. 9. GRATUITIES: The Buyer may, by written notice to the Seller, cancel this contract without liability to the Seller if it be determined by the Buyer that gratuities, in the form of entertainment, gifts, or otherwise were offered or given by the Seller, or any agent or representative of the Seller, to any officer or employee of City of Coppell with view toward securing the contract or securing favorable treatment with respect to awarding or amending, or the making of any determination with respect to the performing of such a Contract. In the event this Contract is canceled by Buyer pursuant to this provision, Buyer shall be entitled in addition to any other rights and remedies, to recover and withhold the amount of the cost incurred by the Seller in providing such gratuities. 10. SPECIAL TOOLS AND TEST EQUIPMENT: If the price stated on the face hereof includes the cost of any special tooling or any special test equipment fabricated or required by Seller for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the Buyer and to the extent feasible shall be identified by the Seller as such. 11. WARRANTY - PRICE: a. The price to be paid by the Buyer shall be that contained in the Seller’s bid which Seller warrants to be no higher than Seller’s current prices on orders for products of the kind and specification covered by the agreement for similar quantities under similar or like conditions and methods of purchase. In the event Seller breaches this warranty, the prices of the items shall be reduced to the Seller’s current prices on orders by others, or in the alternative, Buyer may cancel this contract without liability for breach or Seller’s actual expense. b. The Seller warrants that no person or selling agency has been employed or retained to solicit or secure this contract upon an agreement or understanding for commission, percentage, brokerage, or contingent fee excepting bona fide established commercial or selling agencies maintained by the Seller for the purpose of securing business. For breach of violation of this warranty, the Buyer shall have the right in addition to any other right or rights to cancel this contract without liability and to deduct from the contract price, or otherwise recover the full amount of such commission, percentage, brokerage or contingent fee. 12. WARRANTY - PRODUCTS: Seller shall not limit or exclude any implied warranties and any attempt to do so shall render this contract voidable at the option of the Buyer. No such attempts to limit, disclaim or exclude any warranties, whether of fitness, merchantability or otherwise, by Seller shall be binding or effective. Seller warranties that the Goods furnished will conform to the specifications, drawings, and descriptions listed in the bid invitation and to the sample(s) furnished by Seller, if any. In the event of a conflict between the specifications, drawings, and descriptions, the specifications shall govern. 13. SAFETY WARRANTY: Seller warrants the product sold to the Buyer shall conform to the standards promulgated by the U.S. Department of Labor under the Occupational Safety and Health Act of 1970. In the event that the products do not conform to OSHA standards, Buyer may return the product for correction or replacement at the Seller’s expense. In the event that Seller fails to make the appropriate correction within a reasonable time, any correction made by Buyer will be at Seller’s expense. 14. NO WARRANTY BY BUYER AGAINST INFRINGEMENTS: As part of this contract for sale, Seller agrees to ascertain whether goods manufactured in accordance with the specifications attached to this agreement will give rise to the rightful claim of any third person by way of infringement or the like. Buyer makes no warranty that the production of goods according to the specifications will not give rise such claim, and in no event shall Buyer be liable to Seller in the event that Seller is sued on the grounds of infringement or the like. If Seller is of the opinion that an infringement or the like will result, he will notify Buyer to this effect in writing or the like, within two weeks after the signing of this agreement. If Buyer does not receive notice and a claim is asserted or Buyer is subsequently held liable for the infringement or the like, Seller will indemnify, defend and save Buyer harmless. If Seller in good faith ascertains that production of the goods in accordance with the specifications will result in infringement or the like, this contract shall be null and void except that Buyer will pay Seller the reasonable cost of his search as to infringements. 15. YEAR 2000 COMPLIANT: The Goods shall in all respects be compatible with the year 2000 and shall not in any way require adjustment, revision, reconfiguration or modification upon the year 2000. Seller warrants that the Goods are fully year-2000 compliant. 16. CANCELLATION: Buyer shall have the right to cancel for default on all or any part of the undelivered portion of this order if Seller breaches any of the terms hereof including warranties of Seller or if the Seller becomes insolvent or commits acts of bankruptcy. Such right of cancellation is in addition to and not in lieu of any remedies which Buyer may have at law or equity. The Buyer may for any reason whatsoever terminate performance under this Contract by the Seller for convenience at any time. The Buyer shall give notice of such termination to the Seller specifying when termination becomes effective. Goods received but unopened or unused shall be made available to Seller for delivery. Buyer will, in the event of termination, remit such sums to Seller as may be due only for those Goods retained by Buyer. 17. FORCE MAJEURE: If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligation under the Agreement, then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after the occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as is effected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereafter provided, but for no longer periods and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term “Force Majeure” as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbance, act of public enemy, orders of any kind of government of the United States or State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines, or canals, or other causes not reasonably within control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirements that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlements of strikes and lockouts by exceeding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty. 18. ASSIGNMENT - DELEGATION: No right or interest in this contract shall be assigned or delegation of any obligation made by Seller without the written permission of the Buyer. An attempted assignment or delegation of Seller shall be wholly void and totally ineffective for all purposes unless made in conformity with this paragraph. 19. MODIFICATIONS: This contract can be modified or rescinded only in writing signed by both parties or their duly authorized agents. 20. WAIVER: No claim or right arising out of a breach in contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. 21. INTERPRETATION - PAROLE EVIDENCE: This writing is intended by the parties as a final expression of their agreement and is intended also as a complete and exclusive statement of the terms of their agreement. No course of prior dealings between the parties and no usage of the trade shall be relevant to supplement or explain any term used in this agreement. Acceptance or acquiescence in a course of performance rendered under this agreement shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. Whenever a term defined by the Uniform Commercial Code is used in this agreement, the definition contained in the Code is to control. 22. APPLICABLE LAW: This agreement shall be governed by the Uniform Commercial Code. Wherever the term “Uniform Commercial Code” is used, it shall be construed as meaning the Uniform Commercial Code as adopted in the State of Texas as effective and in force on the date of this agreement. 23. ADVERTISING: Seller shall not advertise or publish, without Buyer’s prior written consent, the fact that Buyer has entered into this contract, except to the extent necessary to comply with prior requests for information from an authorized representative of federal, state or local government. 24. RIGHT TO ASSURANCE: Whenever one party to this contract in good faith has reason to question the other party’s intent to perform he may demand that the other party give written assurance of his intent to perform. In the event that a demand is made and no assurance is given within five (5) days, the demanding party may treat this failure as an anticipatory repudiation of the contract. 25. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer or employee shall have a 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 knowing and willful violation of this section shall constitute malfeasance in office, and any officer or employee guilty thereof shall forfeit his office or position. Any violation of this section with the knowledge, express or implied, of the person or corporation contracting with the governing body of the City shall render the contract involved voidable by the City Manager or the City Council. 26. ENTIRE AGREEMENT: This Contract, and all Specifications and Addenda attached thereto, constitute the entire and exclusive agreement between the Buyer and Seller with reference to the Goods. Specifically, but without limitation, this Contract supersedes any bid documents and all prior written or oral communications, representations and negotiations, if any, between the Buyer and Seller not expressly made a part hereof. 27. INDEMNITY AND DISCLAIMER: BUYER SHALL NOT BE LIABLE OR RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, HELD HARMLESS AND RELEASED BY SELLER FROM AND AGAINST ANY AND ALL SUITS, ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE, OR DESCRIPTION, INCLUDING ALL EXPENSES OF LITIGATION, COURT COSTS, AND ATTORNEY'S FEES FOR INJURY OR DEATH TO ANY PERSON, OR INJURY OR LOSS TO ANY PROPERTY, RECEIVED OR SUSTAINED BY ANY PERSON OR PERSONS, INCLUDING THE SELLER, OR PROPERTY, ARISING OUT OF, OR OCCASIONED BY, DIRECTLY OR INDIRECTLY, THE PERFORMANCE OF SELLER UNDER THIS CONTRACT, INCLUDING CLAIMS AND DAMAGES ARISING IN WHOLE OR IN PART FROM THE NEGLIGENCE OF BUYER, WITHOUT, HOWEVER, WAIVING ANY GOVERNMENTAL IMMUNITY AVAILABLE TO THE BUYER UNDER TEXAS LAW AND WITHOUT WAIVING ANY DEFENSES OF THE PARTIES UNDER TEXAS LAW. THE PROVISIONS OF THIS INDEMNIFICATION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. IT IS THE EXPRESSED INTENT OF THE PARTIES TO THIS AGREEMENT THAT THE INDEMNITY PROVIDED FOR IN THIS CONTRACT IS AN INDEMNITY EXTENDED BY SELLER TO INDEMNIFY AND PROTECT BUYER FROM THE CONSEQUENCES OF THE SELLER’S AS WELL AS THE BUYER’S NEGLIGENCE, WHETHER SUCH NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH INJURY, DEATH, OR DAMAGE. IN ADDITION, CONTRACTOR SHALL OBTAIN AND FILE WITH OWNER CITY OF COPPELL A STANDARD CERTIFICATE OF INSURANCE AND APPLICABLE POLICY ENDORSEMENT EVIDENCING THE REQUIRED COVERAGE AND NAMING THE OWNER CITY OF COPPELL AS AN ADDITIONAL INSURED ON THE REQUIRED COVERAGE. 28. GOVERNING LAW: The Contract shall be governed by the laws of the State of Texas. Venue for any causes of action arising under the terms or provisions of this Contract or the Goods to be delivered hereunder shall be in the courts of Dallas County, Texas. 29. SUCCESSORS AND ASSIGNS: The Buyer and Seller bind themselves, their successors, assigns and legal representatives to the other party hereto and to successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in this Contract. The Seller shall not assign this Contract without written consent of the Buyer. 30. SEVERABILITY: The provisions of this Contract are herein declared to be severable; in the event that any term, provision or part hereof is determined to be invalid, void or unenforceable, such determination shall not affect the validity or enforceability of the remaining terms, provisions and parts, and this Contract shall be read as if the invalid, void or unenforceable portion had not been included herein. 31. NOTICES: All notices required by this Contract shall be presumed received when deposited in the mail properly addressed to the other party at the address set forth herein or set forth in a written designation of change of address delivered to all parties. BID Q-1207-02 CONCRETE SLAB RAISING SERVICES EXECUTED this _________ day of _____________________, 2007. SELLER: URETEK USA, INC. __________________________________________ (Signature) __________________________________________ (Type/Print Name and Title/Position) __________________________________________ (Address) __________________________________________ (City, State, Zip) BUYER: CITY OF COPPELL, TEXAS _________________________________________ (City Manager) CITY OF COPPELL • PURCHASING DEPARTMENT • 255 PARKWAY BOULEVARD • COPPELL, TEXAS 75019 Page 8 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 December 11, 2007 9/H ✔ ORDINANCE Consider approval of an Ordinance amending the Code of Ordinances of the City of Coppell, Texas by amending Section 8-3-1 (A) of the Code of Ordinances; making it unlawful to park, stand or stop a vehicle at all times on the east side of Hartford Circle and on the south side of Halifax Drive; beginning 33 feet north of the south property line of Lot 13 Block B of the Devonshire Subdivision extending north and eastward to the east property line of Lot 13 Block B in its entirety; and authorizing the Mayor to sign. This amendment to allow parking in a previously prohibited area was requested by the owner of Lot 13 Block B and was agreed to by the Fire Marshall after a review of emergency vehicle access was done. Staff recommends approval of this amendment to the ordinance. #Halifax No Parking Amendment MEMORANDUM TO: Mayor and City Council FROM: Ken Griffin, P.E., Director of Engineering and Public Works DATE: December 11, 2007 REF: Consider approval of an ordinance amending Article 8-3 Parking, Section 8-3- 1(A) of the Code of Ordinances for the City of Coppell to prohibit parking, stopping or standing at all times on the east side of Hartford Circle and on the south side of Halifax Drive beginning 33’ north of the south property line of Lot 13, Block B of the Devonshire Subdivision extending north and eastward to the east property line of Lot 13, Block B in its entirety; and authorizing the Mayor to sign. Staff has received a request to remove a portion of the no parking in front of 130 Hartford Circle. The portion to be removed is from the south property line of lot 13 Block B and extending north 33’. In 2003 an ordinance was passed to establish no parking in front of Lot 13 Block B in its entirety. This was at the request of the home owners association to improve emergency vehicle access and provide safety. Recently the new homeowner at this location requested that a portion of the no parking be removed so that he can park in front of his house. A request was made by the homeowner at this location to the home owners association and it was granted. The HOA has provided us with a letter of approval to move forward with the removal of 33’ of no parking. Tim Oates, Fire Marshal, has agreed that this would be acceptable. Staff will be available to answer questions at the Council meeting. Page 1 of 1 Michael Garza 130 Harford Circle rrw UII WIf I IJUlsrm 1 TIt JIlj fl urr81111 II lH il 18JIAJL fll f From To Date Sub iect CC Ferons J David Dave dferons@avaya com mgarza@ci coppell tx us 9 10 2007 12 32 PM 130 Harford Circle Linda Prati lprati@principal mgmt com Jason Tracy Crawford coppellcrawfords@verizon net Lisa Woody lwoody@usibm com Ajay Barve ajaybarve@yahoo com Chris Cameron chris cameron@aspgs com Mike Per your request the board members of the Devonshire Homeowners Association have voted to ask the City to remove 30 feet of the no parking area in front of 130 Hartford Circle We agree that the city can remove no more than 30 feet of the no parking line starting from the most southern point We would also like a letter from the city stating your agreement in that this action will not hamper emergency vehicles from entering or leaving our development Thank you for your assistance in this matter Sincerely Dave Ferons President Devonshire HOA AVAYA Dave Ferons I Business Development I 1111 Freeport Parkway I Coppel TX 75019 I 972 745 6060 voice mobile fax I dferons@avaya com Ivaya Unified CommunicationsemoTryallof the options at the bottom of the web page file C Documents and Settings mgarza Local Settings Temp XPgrpwise 46E5394DCity11152007 1 ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE CODE OF ORDINANCES BY AMENDING SECTION 8- 3-1(A) OF THE CODE OF ORDINANCES; MAKING IT UNLAWFUL TO PARK, STAND OR STOP A VEHICLE AT ALL TIMES ON THE EAST SIDE OF HARTFORD CIRCLE AND ON THE SOUTH SIDE OF HALIFAX DRIVE BEGINNING 33’ NORTH OF THE SOUTH PROPERTY LINE OF LOT 13, BLOCK B OF THE DEVONSHIRE SUBDIVISION EXTENDING NORTH AND EASTWARD TO THE EAST PROPERTY LINE OF LOT 13, BLOCK B IN ITS ENTIRETY; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO HUNDRED DOLLARS ($200.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. SECTION 1. That Section 8-3-1A of Chapter 8 of the Code of Ordinances be, and the same is hereby, amended to prohibit parking, stopping or standing on Hartford Circle, to read as follows: “Sec. 8-3-1 NO PARKING ON SPECIFIC STREETS & IN CERTAIN SCHOOL ZONES/SCHOOL AREAS A. NO PARKING ON SPECIFIC STREETS It shall be unlawful for any person to stop, stand or park a vehicle at any time in violation of any official sign, curb marking, or street marking that prohibits, regulates, or restricts the stopping, standing or parking of a vehicle at the times designated for the following streets: . . . . HARTFORD CIRCLE at all times on the east side and on the south side of HALIFAX DRIVE beginning 33’ north of the south property line of Lot 13, Block B of the Devonshire Subdivision extending north and eastward to the east property line of Lot 13, Block B in its entirety. . . . .” 2 SECTION 2. The traffic engineer shall erect official signs, curb markings, or street markings giving notice that parking, stopping or standing of vehicles, with the exception of an official school bus operated by a licensed school bus driver, is prohibited at the locations designated herein. SECTION 3. That all provisions of the Code of Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 4. That should any word, phrase, paragraph, section or phrase of this ordinance or of the Code of Ordinances, as amended hereby, be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Code of Ordinances as a whole. SECTION 5. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 6. That any person, firm or corporation violating any of the provisions or terms of this ordinance or of the Code of Ordinances, as amended hereby, shall be guilty of a misdemeanor and upon conviction in the Municipal Court of the City of Coppell, Texas, shall be subjected to a fine not to exceed the sum of Two Hundred Dollars ($200.00) for each offense; and each and every day such violation is continued shall be deemed to constitute a separate offense. SECTION 7. That this ordinance shall take effect immediately from and after its passage and the publication of the caption, as the law and charter in such cases provide. 3 DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2007. APPROVED: DOUGLAS N. STOVER, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ ROBERT E. HAGER, CITY ATTORNEY 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 December 11, 2007 9/I ✔ ORDINANCE Consider approval of an Ordinance amending the Code of Ordinances of the City of Coppell, Texas by amending Section 8-3-1 (A) of the Code of Ordinances; making it unlawful to park, stand or stop a vehicle at all times on both sides of Town Center Boulevard; beginning at its intersection with Parkway Boulevard extending south in its entirety; and authorizing the Mayor to sign. With the completion of additional parking for the Justice Center, the amount of parking spaces in the parking lots adjacent to the facility removes the need for on-street parking. Prohibiting parking along the entire length will reduce the potential for accidents along the street. Staff recommends approval of an ordinance to prohibit parking on both sides of Town Center Blvd. #Town Center Blvd No Parking MEMORANDUM TO: Mayor and City Council FROM: Ken Griffin, P.E., Director of Engineering and Public Works DATE: December 11, 2007 REF: Consider approval of an Ordinance amending the Code of Ordinances of the City of Coppell, Texas by amending Section 8-3-1 (A) of the Code of Ordinances; making it unlawful to park, stand or stop a vehicle at all times on both sides of Town Center Boulevard; beginning at its intersection with Parkway Boulevard extending south in its entirety; and authorizing the Mayor to sign. For some time now there has been concern about vehicles parking on the street adjacent to the Justice Center on Town Center Boulevard. At the location where vehicles typically park, the road is in a curve which forces vehicles headed northbound to veer across the centerline of the street to go around the parked vehicles. During most times of the day it is not an issue, but when there is oncoming traffic it does become dangerous to veer across the centerline to avoid hitting parked vehicles. We restricted parking adjacent to the YMCA from Town Center Drive south for similar reasons in 2000. Cars were parking along the street and the street itself was in a curve forcing vehicles to cross the centerline in order to pass parked vehicles. The Engineering Department has held off restricting parking in front of the Justice Center because of a lack of available parking. However, recently the parking lots have been expanded on the north side of the Justice Center to provide adequate parking for employees and visitors. Because of the availability of off-street parking and safety concerns with vehicles passing parked vehicles on Town Center Boulevard, staff recommends that Town Center Boulevard in its entirety from its intersection with Parkway Boulevard south be restricted to No Parking at all times. Staff recommends approval of the ordinance will be available to answer questions at the Council meeting. 1 INCH = FT. 0 200 200 100 Proposed No Parking Town Center Boulevard Created in LDDTS:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS.dwg\TOWN CENTER NO PARKING Created on: 27 November, 2007 by Scott Latta AREA OF PROPOSED NO PARKING AREA OF EXISTING NO PARKING ORDINANCE NO. _______________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE CODE OF ORDINANCES BY AMENDING SECTION 8- 3-1(A) OF THE CODE OF ORDINANCES; MAKING IT UNLAWFUL TO PARK, STAND OR STOP A VEHICLE AT ALL TIMES ON BOTH SIDES OF TOWN CENTER BOULEVARD BEGINNING AT ITS POINT OF INTERSECTION WITH PARKWAY BOULEVARD EXTENDING SOUTH IN ITS ENTIRETY; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO HUNDRED DOLLARS ($200.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. SECTION 1. That Section 8-3-1A of Chapter 8 of the Code of Ordinances be, and the same is hereby, amended to prohibit parking, stopping or standing on Town Center Boulevard, to read as follows: “Sec. 8-3-1 NO PARKING ON SPECIFIC STREETS & IN CERTAIN SCHOOL ZONES/SCHOOL AREAS A. NO PARKING ON SPECIFIC STREETS It shall be unlawful for any person to stop, stand or park a vehicle at any time in violation of any official sign, curb marking, or street marking that prohibits, regulates, or restricts the stopping, standing or parking of a vehicle at the times designated for the following streets: . . . . TOWN CENTER BOULEVARD at all times on both sides beginning at its intersection with Parkway Boulevard extending south in its entirety . . . .” SECTION 2. The traffic engineer shall erect official signs, curb markings, or street markings giving notice that parking, stopping or standing of vehicles, with the exception of an official school bus operated by a licensed school bus driver, is prohibited at the locations designated herein. 2 SECTION 3. That all provisions of the Code of Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 4. That should any word, phrase, paragraph, section or phrase of this ordinance or of the Code of Ordinances, as amended hereby, be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Code of Ordinances as a whole. SECTION 5. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 6. That any person, firm or corporation violating any of the provisions or terms of this ordinance or of the Code of Ordinances, as amended hereby, shall be guilty of a misdemeanor and upon conviction in the Municipal Court of the City of Coppell, Texas, shall be subjected to a fine not to exceed the sum of Two Hundred Dollars ($200.00) for each offense; and each and every day such violation is continued shall be deemed to constitute a separate offense. SECTION 7. That this ordinance shall take effect immediately from and after its passage and the publication of the caption, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2007. 3 APPROVED: DOUGLAS N. STOVER, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ ROBERT E. HAGER, CITY ATTORNEY 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: Fire Department December 11, 2007 9/J ✔ CONTRACT/BID or PROPOSAL Consider approval for the procurement of three (3) 2008 Chevrolet Tahoes through BuyBoard from Baby Jack Auto Group in Caldwell, Texas for the amount not to exceed $85,995 and a Buyboard fee of $400, as budgeted in the Motor Vehicle Fund in the Fire Department and Emergency Management Capital Outlay; and authorizing the City Manager to sign all required documents relative to the purchase. The vehicles are scheduled and budgeted replacements of existing vehicles that have meet their expected service life. The purchase is being made through Local Government Code 271.02, Interlocal Agreement Contract #TASB #281-07. The vehicle replacements have been budgeted in the Fire Department and Emergency Management Departmental budgets. (01-04-09-5010 and 01-04-10-5010) Staff recommends approval. (TahoePurchase1AR QUOTE# 001 CONTRACT PRICING WORKSHEET End User: CITY OF COPPELL Contractor: Baby Jack Auto Group Contact Name: MARK BROCHTRUP CALDWELL COUNTRY CHEVROLET Email: MBROCHT@CI.COPPELL.TX.US Prepared By: Averyt Knapp Phone #: 972-462-5175 Email: aknapp@caldwellcountry.com Fax #: 972-462-5170 Phone #: 800-299-7283 or 979- 567-6116 Location City & State: COPPELL, TX Fax #: 979-567-0853 Date Prepared: NOVEMBER 6,2007 Address: P. O. Box 27, Caldwell, TX 77836 Contract #: TASB #281-07 Tax ID # 14-1856872 Product Description: 2008 CHEVROLET TAHOE CC10706 A Base Price: A $24,937 B Published Options Code Description Cost Code Description Cost 1FL 5.3L FFV, BUCKETS W/CONSOLE, POWER SEAT, CLOTH CENTER SEAT, NO 3RD SEAT, ALUMINUM WHEELS, CARPET W/MATS, REMOTE START 730 CCA BATTERY, ONSTAR DELETE, CLASS III HITCH ONLY OEM 3728 BABY JACK II AUTOMOTIVVE, LTD CALDWELL COUNTRY CHEVROLET PO BOX 27 CALDWELL,TEXAS 77836 Subtotal B $3,728 C Unpublished Options Code Description Cost Code Description Cost Subtotal C D Other Price Adjustments (Installation, Delivery, Etc…) Subtotal D INCL E Unit Cost Before Fee & Non-Equipment Charges(A+B+C+D) $28,665 Quantity Ordered X 1 Subtotal E $28,665 F Non-Equipment Charges (Trade-In, Warranty, Etc…) BUYBOARD FEE PER PO 400.00 G. Color of Vehicle: WHITE H. Total Purchase Price (E+F) $29,065 Estimated Delivery Date: 60-90 DAYS APPROX 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 PLANNING December 11, 2007 9/K ✔ ORDINANCE Consider approval of an Ordinance for Case No. PD-231-H, Oroza Office Addition, Lots 1 & 2, Block A, a zoning change from H (Historic) to PD-231-H (Planned Development 231-Historic) to allow the construction of a two-story, 3,620-square-foot office building and the retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Coppell Road and authorizing the Mayor to sign. On October 18, 2007, the Planning Commission recommended approval of this zoning change (7-0). Commissioners Shute, Frnka, Haas, Fox, Sangerhausen, Shipley and Kittrell voted in favor, none opposed. On November 12, 2007, Council unanimously approved this zoning change (6-0). Staff recommends APPROVAL. @PD-231-H, OOA ORD, 1-AR, (con) AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. ________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE AMENDED, BY GRANTING A CHANGE IN ZONING FROM H (HISTORIC) TO PD-231-H (PLANNED DEVELOPMENT 231-HISTORIC) TO ALLOW THE CONSTRUCTION OF A TWO-STORY, 3,620-SQUARE-FOOT OFFICE BUILDING AND RETENTION OF THE EXISTING RESIDENCE ON APPROXIMATELY 0.44 ACRES OF PROPERTY LOCATED AT 528 AND 532 COPPELL ROAD, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT “A”, ATTACHED HERETO AND INCORPORATED HEREIN FOR ALL PURPOSES; PROVIDING FOR THE APPROVAL OF THE SITE PLAN, LANDSCAPE PLAN/TREE SURVEY AND ELEVATIONS, ATTACHED HERETO AS EXHIBITS “B, C, AND D”, RESPECTIVELY; PROVIDING FOR DEVELOPMENT REGULATIONS; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Planning and Zoning Commission and the governing body of the City of Coppell, Texas, in compliance with the laws of the State of Texas and pursuant to the Comprehensive Zoning Ordinance of the City of Coppell, have given requisite notices by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally, and to all persons interested and situated in the affected area and in the vicinity thereof, the said governing body is of the opinion that Zoning Application No. PD-231-H should be approved, and in the exercise of legislative discretion have concluded that the Comprehensive Zoning Ordinance and Map should be amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as heretofore amended, be TM 22542.2.000 and the same is hereby amended by granting a change in zoning from H (Historic) to PD-231-H (Planned Development 231-Historic) to allow the construction of a two-story, 3,620-square-foot office building and retention of the existing residence on approximately 0.44 acres of property located at 528 and 532 Coppell Road and being more particularly described in Exhibit “A”, attached hereto and made a part hereof for all purposes. SECTION 2. This Planned Development shall be used for a two-story, 3,620-square-foot building for office use and retention of the existing building as a residence as provided for in this ordinance. The structures shall be constructed and developed in accordance with the Site Plan, Landscape Plan/Tree Survey and Elevations, which are attached hereto, and the special conditions as follows: a) The Turf-stone shall be used and included in the interior and perimeter landscape calculations as provided in the Landscape Plan incorporated herein. b) A 274 square foot deficiency shall be permitted in the amount of non-vehicular landscape area provided in the front yard as indicated in the Landscape Plan incorporated herein. c) Nine (9) new 5-inch caliper trees and two (2) existing trees shall be included as provided in the Landscape Plan. d) A tree removal permit will be required prior to the issuance of any building permit. e) The fire lane on the site shall be constructed in accordance with Engineering standards. SECTION 3. The property shall be developed and used in accordance with the H (Historic) development regulations and standards under the Coppell Zoning Ordinance, except as amended in the development regulations hereinbefore set forth and as provided on the Site Plan, Landscape TM 22542.2.000 Plan/Tree Survey, Elevations, attached hereto as Exhibits “B, C, and D”, respectively, and which are made a part hereof for all purposes, which are hereby approved. SECTION 4. That the above property shall be used only in the manner and for the purpose provided for by the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended and as amended herein. SECTION 5. That all provisions of the Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 6. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Comprehensive Zoning Ordinance as a whole. SECTION 7. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Comprehensive Zoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 8. That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and upon conviction shall be punished by TM 22542.2.000 a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. SECTION 9. That this ordinance shall take effect immediately from and after its passage and the publication of its caption, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2007. APPROVED: _____________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: _____________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: _________________________________ ROBERT E. HAGER, CITY ATTORNEY (REH/cdb Reviewed & Revised) 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 PLANNING December 11, 2007 9/L ✔ ORDINANCE Consider approval of an Ordinance for Case No. S-1244-LI, Rolling Oaks Memorial Center zoning change from LI (Light Industrial) to SUP-1244-LI (Special Use Permit-1244-Light Industrial) to allow the development of a Municipal Cemetery and ancillary uses on 33.50 acres of property, including a detail site plan for Phase 1 including; Mortuary, Columbarium, Pavilion and burial areas on 16.27 acres of property located at the northeast corner of Ruby Road and Freeport Parkway and authorizing the Mayor to sign. On October 18, 2007, the Planning Commission unanimously recommended approval of this zoning change (7-0). Commissioners Shute, Frnka, Haas, Fox, Sangerhausen, Shipley and Kittrell voted in favor, none opposed. On November 12, 2007, Council unanimously approved this zoning change (6-0). Staff recommends APPROVAL. @S-1244-L1, ROMC ORD, 1-AR, (con) 1 TM 22553.2.000 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. ________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE AMENDED, BY GRANTING A CHANGE IN ZONING FROM LI (LIGHT INDUSTRIAL) TO SUP-1244-LI (SPECIAL USE PERMIT-1244-LIGHT INDUSTRIAL) TO ALLOW THE DEVELOPMENT OF A MUNICIPAL CEMETERY AND ANCILLARY USES ON 33.50 ACRES OF PROPERTY, INCLUDING A DETAIL SITE PLAN FOR PHASE 1 INCLUDING; MORTUARY, COLUMBARIUM, PAVILION AND BURIAL AREAS ON 16.27 ACRES OF PROPERTY LOCATED AT THE NORTHEAST CORNER OF RUBY ROAD AND FREEPORT PARKWAY, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT “A” ATTACHED HERETO AND INCORPORATED HEREIN; PROVIDING FOR THE APPROVAL OF: CONCEPTUAL OVERALL SITE PLAN AND PHASE 1 DETAIL SITE PLAN; MORTUARY SITE PLAN, MORTUARY FLOOR PLAN AND MORTUARY ELEVATIONS; PAVILION FLOOR PLAN AND PAVILION ELEVATIONS; COLUMBARIUM FLOOR PLAN AND COLUMBARIUM ELEVATIONS; SITE DETAILS; TREE SURVEY AND LANDSCAPE PLAN, ATTACHED HERETO AS EXHIBITS “B”, “C”, “D”, “E”, “F”, “G” AND “H” RESPECTIVELY; PROVIDING FOR SPECIAL CONDITIONS; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Planning and Zoning Commission and the governing body of the City of Coppell, Texas, in compliance with the laws of the State of Texas and pursuant to the Comprehensive Zoning Ordinance of the City of Coppell, have given requisite notices by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally, and to all persons interested and situated in the affected area and in the vicinity thereof, the said governing body is of the opinion that Zoning Application No. S-1244-LI should be approved, and in the exercise of legislative discretion have concluded that the Comprehensive Zoning Ordinance and Map should be amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as heretofore amended, be and 2 TM 22553.2.000 the same is hereby amended to grant a change in zoning from LI (Light Industrial) to SUP-1244-LI (Special Use Permit-1244-Light Industrial) to allow the development of a Municipal Cemetery and ancillary uses on 33.50 acres of property, including a detail site plan for Phase 1 including; Mortuary, Columbarium, Pavilion and burial areas on 16.27 acres of property located at the northeast corner of Ruby Road and Freeport Parkway, and being more particularly described in Exhibit “A” attached hereto and made a part hereof for all purposes, subject to special conditions. SECTION 2. That the Special Use Permit for a Municipal Cemetery and Ancillary Uses is hereby approved subject to the following special conditions: A. The development shall be in accordance with: the Conceptual Overall Site Plan and Phase 1 Detail Site Plan; Mortuary Site Plan, Floor Plan and Elevations; Pavilion Floor Plan and Elevations; Columbarium Floor Plan and Elevations; Site Details; Tree Survey and Landscape Plan attached hereto and made a part of the ordinance B. The hours of operation for the mortuary will from 8:00 am. to 9:00 pm., Sunday through Saturday. C. The cemetery gates will be open from dawn to dusk. D. A Tree removal permit will be required prior to the removal of any trees from this property. E. Future development of the remaining 17.23 acres shall required a detailed plan. SECTION 3. That the Conceptual Overall Site Plan and Phase 1 Detail Site Plan; Mortuary Site Plan, Mortuary Floor Plan and Mortuary Elevations; Pavilion Floor Plan and Pavilion Elevations; Columbarium Floor Plan and Columbarium Elevations; Site Details; Tree Survey and Landscape Plan, attached hereto as Exhibits “B”, “C”, “D”, “E”, “F”, “G” AND “H”, respectively, and made a part hereof for all purposes, are hereby approved. 3 TM 22553.2.000 SECTION 4. That the above property shall be used only in the manner and for the purpose provided for by the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and as amended herein. SECTION 5. That the development of the property herein shall be in accordance with building regulations, zoning ordinances, and any applicable ordinances except as may be specifically altered or amended herein. SECTION 6. That all provisions of the Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 7. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Comprehensive Zoning Ordinance as a whole. SECTION 8. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Comprehensive Zoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 9. That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. 4 TM 22553.2.000 SECTION 10. That this ordinance shall take effect immediately from and after its passage and the publication of its caption, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2007. APPROVED: _____________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: _____________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: _________________________________ ROBERT E. HAGER, CITY ATTORNEY (REH/cdb [reviewed only] 11/29/07) EXHIBIT “A” LEGAL DESCRIPTION BEING a tract of land situated in the J.F. Vest Survey, Abstract Number 1508, Dallas County, Texas and being a portion of that certain tract of land conveyed to the City of Coppell according to the Special Warranty Deed recorded in Volume 2000242, Page 6802, Deed Records, Dallas County, Texas, and being more particularly described as follows: BEGINNING at the intersection of the centerline of State Road and the centerline of the old Ruby Road; THENCE North 00º00’03” East, with the centerline of said State Road, a distance of 1135.95 feet; THENCE North 89º45’52” East, leaving the centerline of said State Road and going with the north line of said City of Coppell Tract, a distance of 1264.04 feet; THENCE South 00º32’52” East, with the east line of said City of Coppell Tract, a distance of 1156.95 feet to the north right-of-way line of the new Ruby Road; THENCE North 89º34’28” West, with the north right-of-way line of said new Ruby Road, a distance of 1249.78 feet; THENCE North 75º42’02” West, a distance of 26.17 feet to the POINT OF BEGINNING and containing 33.5022 acres (or 1,459,354 square feet) of land, more or less. 7 1" = 60'-0"1 X X X X X X X X XXXXXXXXXXXXXXXXXXXXX X X X X X X X X X X X X X X 8 16 12 12 12 14 7 3 7 5 24'-0" TYP.24'-0"TYP.3 2 6510 50051051051 0 5005002919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A1 Master Plan.dwg Plotted by Chris Chiles at 10/31/2007 9:07:50 AM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 PLAN REVISIONS OCTOBER 31, 2007 X X X X X X X X XXXXXXXXXXXXXXXXXXXXX X X X X X X X X X X X X X 7 1" = 60'-0"1 8 16 12 12 12 7 7 5 24'-0" TYP.24'-0"TYP.3 3 2 6510 50051051051 0 50050014 PHASE II X 2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A1 Master Plan.dwg Plotted by Chris Chiles at 10/31/2007 9:07:30 AM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 PLAN REVISIONS OCTOBER 31, 2007 7 X X X X X X X X X X X X X X XXXXXXXXX816 12 12 12 14 7 3 7 24'-0"24'-0"24'-0"24'-0" 20'-0"10'-0"TYP.20'-0"24'-0"20'-0" 6 3 2 24'-0"R30'-0"R30'-0"R30'-0"R 5 0 ' - 0 "R30'-0"R30'-0"R30'-0"R30'-0"R30'-0" R30 ' - 0 "R54'-0"R50'-0" R30'-0"24'-0"24'-0"X X XX4"10'-0"10'-0"17'-6" 10'-0"24'-0"24'-0"24'-0"24'-0" 20'-0"2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A1.2 Mortuary Site Plan.dwg Plotted by Chris Chiles at 10/31/2007 9:08:08 AM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 1" = 30'-0"1 NORTH PLAN REVISIONS OCTOBER 31, 2007 33'-0"67'-0"20'-0 1/4"15'-9 3/4"13'-3"149'-1"19'-2 1/16"18'-0 5/16"7'-0 1/16"31'-1"24'-8 1/2"35'-1"135'-1"135'-1"135'-1"135'-1" 135'-1"33'-0"1'-6"63'-10"1'-8"35'-10"13'-3"17'-0 1/8"17'-2 7/8"51'-9"14'-0"35'-1" 135'-1"149'-1"2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 07899 SHEET NO.COPPELL, TEXAS© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: XXX SEPTEMBER 17, 2007 ISSUE DATE:P:\2007 PROJECTS\07899 City Of Coppell\Funeral Home\Phase 01\SUP 2007-09-17\A2 Mortuary.dwg Plotted by Chris Chiles at 10/8/2007 3:12:02 PM with _JST Full Pen Weight.ctb plot styleS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 TOP OF CHIMNEY 132' FINISHED FLOOR 100' TOP OF FASCIA 114' TOP OF ROOF 126' TOP OF FASCIA 111' TOP OF ROOF 126' TOP OF FASCIA 114' TOP OF CHIMNEY 132' TOP OF FASCIA 111' FINISHED FLOOR 100' TOP OF WALL 106.25' TOP OF WALL 106.25' TOP OF CHIMNEY 132' TOP OF FASCIA 111'2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 07899 SHEET NO.COPPELL, TEXAS© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: XXX SEPTEMBER 17, 2007 ISSUE DATE:P:\2007 PROJECTS\07899 City Of Coppell\Funeral Home\Phase 01\SUP 2007-09-17\A2 Mortuary.dwg Plotted by Chris Chiles at 10/8/2007 3:29:40 PM with _JST Full Pen Weight.ctb plot styleS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 MEN WOMEN COUNTERTOP STOR. STOR.5'-9"41'-10"5'-9"53'-4"14' -1 1"12'-0"14' -1 1"41' -1 0" OUTLINE OF SKYLIGHT ABOVE STAINED CONCRETE WITH PATTERN OUTLINE OF ROOF OVERHANG EQUIPMENT MUSIC / STORAGE CHAIR RESTROOMS MECHANICALLY VENTILATED & INTERNALLY ILLUMINATED 2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A3 Pavilion.dwg Plotted by Chris Chiles at 10/8/2007 3:14:57 PM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF ROOF +122'-0" TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF ROOF +122'-0" TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF ROOF +122'-0" TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF ROOF +122'-0" BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PREFINISHED METAL LOUVERS PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PREFINISHED METAL LOUVERS PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PREFINISHED METAL LOUVERS PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PREFINISHED METAL LOUVERS PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME 2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A3 Pavilion.dwg Plotted by Chris Chiles at 10/8/2007 3:27:11 PM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 EXIT OUTLINE OF PHASE ONE INTERIOR OUTLINE OF SKYLIGHT ABOVE STORAGE / HVAC WATERFALL (2 HI BELOW) PORCH FUTURE FUTURE FUTURE FUTURE FUTURE FUTURE OUTLINE OF ROOF OVERHANG 8'-6 1/2"41'-10"8'-4"58'-8 1/2"14'-5 1/2"13'-9"14'-5 1/2"42'-8"2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A4 Columbarium.dwg Plotted by Chris Chiles at 10/8/2007 3:16:10 PM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF ROOF +122'-6" TOP OF ROOF +122'-6" BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME POLISHED GRANITE PANELS BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES POLISHED GRANITE PANELS SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF FASCIA +111'-2" FINISHED FLOOR +100'-0" TOP OF ROOF +122'-6" TOP OF ROOF +122'-6" BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME POLISHED GRANITE PANELS BRICK VENEER CULTURED STONE VENEER PRE-FINISHED STANDING SEAM METAL ROOF PRE-FINISHED METAL FASCIA, EAVE, GUTTERS AND DOWN SPOUTS POWDER-COATED METAL PANEL DOORS AND FRAMES POLISHED GRANITE PANELS SKYLIGHT: TINTED GLASS IN POWDER-COATED METAL FRAME 2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A4 Columbarium.dwg Plotted by Chris Chiles at 10/8/2007 3:28:27 PM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 BRICK VENEER FAUX STONE VENEER TOP OF WALL 106' - 4" FINISHED FLOOR 100'-0" BRICK CAP 15'-2"10'-1"DUMPSTER PR. OF 5'-10" SWING GATE PAINTED METAL FRAME AND SUPPORTS FOR GATE (MATCH BUILDING DOOR FRAME COLOR) TREATED WOOD SLATS (OPAQUE STAIN TO MATCH FRAME) BRICK VENEER FAUX STONE VENEER BRICK CAP LANDSCAPE SCREEN: 7 - 15 GAL. VARIEGATED LIGUSTRUM HT. & SPRD. AT PLANTING: 3'X3' MATURE HT.: 6'4'-0"18'-0"25'-4" MULCH GROUNDCOVER 10'-0" 9'-0" BRICK VENEER FAUX STONE VENEER WATER TABLE CASTONE SIGNAGE FONT: TIMES NEW ROMANCASTSTONE DECORATIVE METAL PERIMETER FENCING 5'-6"3'-4"8'-3"2'-9"TOP OF WALL +108.25' FINISHED FLOOR +100' FAUX STONE VENEER WATER TABLE CASTSTONE DECORATIVE METAL PERIMETER FENCING BRICK VENEER ACCENT TILES TOP OF WALL +108.25' FINISHED FLOOR +100'5'-6"10'-0"2'-9"1'-9"2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A1.3 Site Details.dwg Plotted by Chris Chiles at 10/31/2007 9:08:28 AM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 PLAN REVISIONS OCTOBER 31, 2007 X X X X X X X X XXXXXXXXXXXXXXXXXXXXX X X X X X X X X X X X X X X 1" = 60'-0"1 LANDSCAPE DATA TABLE - PHASE 01 AREA SQ. FT. REQ. SQ. FT. PROVIDED TREES REQ. TREES PROVIDED PERIMETER LANDSCAPING 33,900 33,900 +45 58 + 18 = 76 INTERIOR LANDSCAPING 6,902 11,842 17 40 + 1 = 41 NON VEHICULAR LANDSCAPING 354,360 404,691 +122 183 + 179 = 362 PERCENTAGE OF TOTAL SITE DEVOTED TO LANDSCAPING 71% EXIST. TREES (391) - TO REMAIN PHASE 1 (196), PHASE 2 (133) TOTAL 329 EXIST. TREES TO BE REMOVED PHASE 1 (43), PHASE 2 (19) NEW/EXISTING=TOTAL TOTAL 62 PROTECTED TREE REPLACEMENT DATA TABLE - PHASE 01 ITEMS/REMOVED QTY.TREES NUMBERS TREE REPLACEMENT UNPROTECTED TREES 6 #11,#12,#59,#61,#62,#63 743" DBH X 1" DBH = 743" DBHPROTECTED TREES DBH REPLACEMENT RATIO 37 EXISTING TREE LEGEND (EXEMPT SPECIES) = 0" DBH TOTAL DBH REPLACEMENT REQUIREMENT (151) X 3" DBH = 453" DBH X .5 = 227" DBH50% LANDSCAPE NEW TREE CALIPER CREDIT TOTAL DBH REPLACEMENT CREDITS 227" DBH + 639" DBH =866" DBH 743" DBH GROSS RETRIBUTION X 86% RETENTION = 639" DBH CREDITS TOTAL DBH RETRIBUTION 866" DBH CREDITS MINUS 743" DBH REPLACEMENT REQUIREMENTS = CREDIT 123" DBH SPECIMEN TREES --- 743" DBH+ 0" DBH = 743" DBH TOTAL DBH EXISTING TREES TO REMAIN ON SITE 4,567" DBH 743" DBH REPLACEMENT + 4,567" DBH RETENTION = 5,310" GROSS DBH 86% PRESERVATION 2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A1.4 Tree Survey 2007-10-31.dwg Plotted by Chris Chiles at 10/31/2007 9:08:51 AM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 PLAN REVISIONS OCTOBER 31, 2007 1" = 60'-0"1 X X X X X X X X XXXXXXXXXXXXXXXXXXXXX X X X X X X X X X X X X XX LANDSCAPE DATA TABLE - PHASE 01 AREA SQ. FT. REQ. SQ. FT. PROVIDED TREES REQ. TREES PROVIDED PERIMETER LANDSCAPING 33,900 33,900 +45 58 + 18 = 76 INTERIOR LANDSCAPING 6,902 11,842 17 40 + 1 = 41 NON VEHICULAR LANDSCAPING 354,360 404,691 +122 183 + 179 = 362 PERCENTAGE OF TOTAL SITE DEVOTED TO LANDSCAPING 71% EXIST. TREES (391) - TO REMAIN PHASE 1 (196), PHASE 2 (133) TOTAL 329 EXIST. TREES TO BE REMOVED PHASE 1 (43), PHASE 2 (19) NEW/EXISTING=TOTAL TOTAL 62 2919 WELBORNDALLAS, TEXAS 75219214.522.4033ARCHITECTS - INTERIORS - MAUSOLEUM - CEMETERY - PLANNINGJOB NUMBER: 04751 SHEET NO.© J.STUART TODD, INC.3424 WILSHIRE BLVD., MEZZANINELOS ANGELES, CALIFORNIA, 90010213.637.7818REVISION: ISSUE DATE:P:\2004 PROJECTS\04751 City Of Coppell Master Plan\Mausoleum-Cemetery\Phase 1\SUP 2007-09-17\A1.5 Landscape Plan 2007-10-31.dwg Plotted by Chris Chiles at 10/31/2007 9:09:15 AM with _JST Full Pen Weight.ctb plot styleCOPPELL, TEXASS-1244-LI ROLLING OAKS CEMETERY CITY OF COPPELL, DALLAS COUNTY, TEXAS XXX SEPTEMBER 17, 2007 DRC REVIEW OCTOBER 04, 2007 PLAN SUBMITTAL OCTOBER 09, 2007 PLAN REVISIONS OCTOBER 31, 2007 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 PLANNING December 11, 2007 10 ✔ PUBLIC HEARING Consider approval of Case No. PD-232-C, Chicken Express, zoning change request from C (Commercial) to PD-232-C (Planned Development 232-Commercial) to allow the construction of a 3,348-square-foot freestanding restaurant with drive-thru, drive-in and eat-in service on approximately 1.1 acres of property located on the north side of E. Belt Line Road, approximately 175 feet east of S. Denton Tap Road. The following P&Z conditions remain outstanding: 1) Coordinate with the property owner to the north regarding the driveway curb return located in front of their property line. 2) The drainage will be further evaluated during engineering plan review. 3) Clearly designate the left-turn decel lane at the first median opening for east bound traffic on Belt Line Road to facilitate U-turns and church traffic, subject to the approval of the City Engineering Department. On November 15, 2007 the Planning Commission recommended approval of this zoning change (4-2), subject to the above-stated conditions. Commissioners Shute, Haas, Fox, and Kittrell voted in favor, Commissioners Shipley and Sangerhausen opposed. Staff recommends APPROVAL. @01 PD-232-C, Chicken Express, 1-AR ITEM # 4 PAGE 1 of 4 CITY OF COPPELL PLANNING DEPARTMENT STAFF REPORT Case No.: PD-232-C, Chicken Express P&Z HEARING DATE: November 15, 2007 C.C. HEARING DATE: December 11, 2007 STAFF REP: Matt Steer, City Planner LOCATION: North side of E. Belt Line Road, 175 feet east of S. Denton Road SIZE OF AREA: 1.1 acres of property CURRENT ZONING: C (Commercial) REQUEST: Zoning change request to PD-232-C (Planned Development 232- Commercial) to allow a 3,348-square-foot freestanding restaurant with drive-thru, drive-in and eat-in service. APPLICANT: Owner: Engineer: Richard Stuart Marc Bentley Chicken Express Bentley Engineering, Inc. P.O. Box 1309 4125 Broadway Blvd, Suite A250 Mineral Wells, TX 76068 Garland, TX 75043 Phone: 817.594.9300 Phone: 972.240.4821 Fax: 817.594.9302 Fax: 972.240.0922 HISTORY: There has been no development history on this vacant tract. TRANSPORTATION: South Denton Tap and East Belt Line Roads are designated as P6D, six-lane divided thoroughfares, built to standard within 120-foot rights-of-way. SURROUNDING LAND USE & ZONING: North – The Mercantile office complex; “C” Commercial South – Vacant; “R” Retail East – Riverside Church of Christ; “C” Commercial West – Mobil Gas Station; “C” Commercial COMPREHENSIVE PLAN: The Comprehensive Plan of May 1996 shows the property as suitable for Mixed Use. ITEM # 4 PAGE 2 of 4 DISCUSSION: This is a zoning change request to allow a 3,350-square-foot restaurant with drive-thru; drive-in and eat-in service on a 1.1 acre site located 175 feet east of the intersection of South Denton Tap and East Belt Line Roads. The hours of operation are proposed to be from 10 a.m. to 10 p.m. everyday. The reason for the Planned Development proposal in place of the standard Special Use Permit request is due to the minor exceptions to the Zoning and Subdivision Ordinances needed to develop this site. Site Plan: The proposed 3,348-square-foot restaurant is setback approximately 150 feet from E. Belt Line Rd. The covered parking canopy extends as close as 63 feet, and meets the 60-foot front yard setback requirement of the Zoning Ordinance. There are 11 parking spaces proposed for drive-in dining and 23 parking spaces proposed for indoor dining and employees, which meets the requirements of the Zoning Ordinance. There is a fire lane proposed to extend north from E. Belt Line Rd., encircle the building, and then reconnect with the same proposed ingress/egress point on E. Beltline Rd. The drive thru order board is on the east side of the building and the pick-up window is on the west side. Additionally, there is a one-way exit drive proposed along the north side of the property extending west to Denton Tap Rd. An exception to the driveway spacing requirements of the Subdivision Ordinance is required for this request. A minimum of 150 feet is normally required, and the applicant is requesting 25.5 feet. This is a reasonable request, as this drive will be an exit only and curved to the north, making it difficult for someone traveling northbound on Denton Tap to turn into this exit. In addition, the applicant is proposing a “Do Not Enter” sign at this drive. The details of this sign will require an exception to the movement control signage requirements of the Zoning Ordinance, which call for a maximum size of three square-feet. It is recommended that the applicant reduce the width of the sign from five feet to two feet and the height remain at four feet. A 40-square-foot monument sign is proposed along E. Belt Line Road. The Zoning Ordinance calls for the sign to be setback at least 15 feet from the right-of-way and at least 75 feet from each side property line. The applicant is proposing to locate the sign 15 feet from E Belt Line and 11 feet from the west property line, causing the need for an exception to the 75-foot requirement. Staff can support this exception due to the narrowness of the lot and the location of the proposed drive from/to East Belt Line. Landscape Plan: Each of the proposed landscaping area categories (perimeter, interior and nonvehicular) will require an exception to the standard requirements. Ten feet are required on all internal property lines and 15 feet abutting street rights-of-way. All of the proposed perimeter landscaping is meeting the requirements except that only seven feet is being provided on the south side of the drive leading to Denton Tap Rd. Staff can support this request, as the property at this location is only 30 feet wide, leaving little room to accommodate a drive and the required landscaping. There will be 10 feet along the north side of the drive aisle; the 13 - foot drive aisle, and seven feet of landscaping south of the drive. The interior landscaping category is deficient by 1,290 square-feet. The applicant is proposing 1,455 square-feet of enhanced paving (stamped concrete) to compensate for this. Staff can support this exception due to there being landscape islands proposed at the end of each parking row (this alone would typically reach the interior area requirements, but in this case, does not due to the number of drive aisles proposed). Also, the deficiency partially exists due to the covered, drive-in area being included as part of the paved area used in the calculations. One could argue that this should be excluded, as it is covered and cannot support any ITEM # 4 PAGE 3 of 4 landscaping. Also, the nonvehicular landscaping in the front yard is underprovided by 77 square-feet. This is an insignificant amount. In sum, staff can support these slight deficiencies due to area constraints of the lot and the applicant providing 1,455 square-feet of enhanced pavement. Elevations: The elevations of the building consist of three primary materials, “Ruby Red” brick, “Hill Country Chalk” stone and a “Desert Tan” standing seam metal roof. The stone is found at the bottom of each wall, at the drive thru window and used in the towers and columns. There is 13 square-feet of black, attached signage proposed on each elevation, except the rear. This is in compliance with the ordinance, which allows for a total square footage of signage equivalent to or less than the lineal frontage (49 feet) of the building. The logo is allowed to be maximum 20% of the signage; therefore, the chicken logo proposed should be reduced to 2.6 square-feet per sign. The only remaining concern with the elevations is the menu boards proposed. The color of the casings and supports should match either the bronze storefront color or the standing seam color. All and all, staff is in favor of this request and can support the minor exceptions to the Zoning and Subdivision Ordinances outlined as PD conditions. RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION: Staff is recommending APPROVAL of this request subject to the following conditions being met: 1. Revise color of menu board casings and supports to match either the storefront or the standing seam metal roof and include note on Site Plan. 2. Modify the signage on Denton Tap from five feet to two feet in length, and include in PD Conditions table on the site plan. 3. If functionality of dumpster would be improved consider reconfiguring its location slightly into the buffer area and include in PD conditions table, as these are not typically allowed in the ten-foot perimeter landscaping. 4. Reduce size of chicken logo in the attached signage (maximum 20% permitted). 5. Change “Variance List” to “PD Conditions Table” and outline in detail the exceptions requested: a. 150-foot driveway spacing required along Denton Tap, 25.5 feet provided; b. Ten-foot perimeter landscaping required along south side of drive leading to Denton Tap Road, 7foot provided; c. 2,717 square-feet interior landscaping required, 1,430 square-feet provided (1,455 square-foot enhanced paving provided to compensate for the deficiency); d. 3,355 square-feet required in front yard nonvehicular landscaping and 3,278 square-feet provided; e. Three square-feet directional signage allowed by right, eight square-feet provided; and f. Location of monument sign required to be at least 75 feet from side property lines 11 feet provided. 6. On the Landscape Plan, include the correct required and provided perimeter landscaping calculations along the south side of the drive to Denton Tap Road. 7. Coordinate with the property owner to the north regarding the driveway curb return located in front of their property line. ITEM # 4 PAGE 4 of 4 8. The drainage will be further evaluated during engineering plan review. ALTERNATIVES: 1) Recommend approval of the request 2) Recommend disapproval of the request 3) Recommend modification of the request 4) Take under advisement for reconsideration at a later date. ATTACHMENTS: 1) Site Plan 2) Landscape Plan/Tree Survey 3) Floor Plan 4) Elevations (2 pages) 6066C -07 CHICKEN EXPRESS 11-28-07 CHICKEN EXPRESS TIM DAVIS RICK ROBERTSON Design #:Company: Address: City:State:Zip: Design By: Date: File Name: Sales Rep. Phone:Rev. 5105 E. CALIFORNIA PKWY. FT. WORTH, TX. 76119 (817) 834-1123 FAX: (817) 595-38855105 E. CALIFORNIA PKWY. FT. WORTH, TX. 76119 (817) 834-1123 FAX: (817) 595-3885 THIS DRAWING IS THE PROPERTY OF GLOBAL SIGN COMPANY AND HAS BEEN FURNISHED IN CONFIDENCE FOR BID PURPOSES. NO PART HEREOF SHALL BE COPIED, DUPLICATED, DISTRIBUTED, MADE AVAILABLE TO OTHERS, OR USED TO ANY EXTENT, WITHOUT WRITTEN PERMISSION BY GLOBAL SIGNS INC. ANY PERSON, FIRM, OR CORPORATION RECEIVING THIS DOCUMENT, HOWEVER OBTAINED, WILL HAVE AGREED TO THESE RESTRICTIONS. Chicken ExpressChicken ExpressChicken Express COPPELL TEXAS MONUMENT SIGNMONUMENT SIGN Scale: 1”=1’-0”Scale: 1”=1’-0” Manufacture and install (1) D/F brick monument sign with aluminum reverse channel letters mounted to one side of it as shown. - brick monument to be done by Global Signs (exact color to be determined) - aluminum reverse channel letter backs and returns are to be painted white. - reverse channel letters, logo and border are non-illuminated. Manufacture and install (1) D/F brick monument sign with aluminum reverse channel letters mounted to one side of it as shown. SIGN IS 4 / OVERALL 4 FRONT VIEW:FRONT VIEW:SIDE VIEW:SIDE VIEW: 2”2”12”12”4’-0”4’-0”5”5”5”5”2’-0”2’-0”12”12”4’-0”4’-0”5”5”5”5”2’-0”2’-0” 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 PLANNING December 11, 2007 11 ✔ PRESENTATION Consider approval of the Chicken Express Addition, Minor Plat to establish fire lanes and easements to allow the construction of a freestanding restaurant with drive-thru, drive-in and eat-in service on approximately 1.1 acres of property located on the north side of Belt Line Road, approximately 175 feet east of S. Denton Tap Road. The following conditions remain outstanding: 1) Coordinate with the property owner to the north regarding the driveway curb return located in front of their property line. 2) The drainage will be further evaluated during engineering plan review. On November 15, 2007, the Planning Commission unanimously recommended approval of this minor plat (6-0), subject to the above-stated condition. Commissioners Shute, Haas, Fox, Sangerhausen, Shipley and Kittrell voted in favor, none opposed. Staff recommends APPROVAL. @02 Chicken Express, MP, 1-AR ITEM #5 PAGE 1 of 2 CITY OF COPPELL PLANNING DEPARTMENT STAFF REPORT Chicken Express Addition, Minor Plat P&Z HEARING DATE: November 15, 2007 C.C. HEARING DATE: December 11, 2007 STAFF REP: Matt Steer, City Planner LOCATION: North side of E. Belt Line Rd., 175 feet east of S. Denton Tap Rd. SIZE OF AREA: 1.1 acres of property CURRENT ZONING: C (Commercial) REQUEST: A Minor Plat to establish fire lanes and easements to allow construction of a 3,348-square-foot freestanding restaurant with drive-thru, drive-in and eat-in service. APPLICANT: Owner: Engineer: Richard Stuart Marc Bentley Chicken Express Bentley Engineering, Inc. P.O. Box 1309 4125 Broadway Blvd, Suite A250 Mineral Wells, TX 76068 Garland, TX 75043 Phone: 817.594.9300 Phone: 972.240.4821 Fax: 817.594.9302 Fax: 972.240.0922 HISTORY: There has been no development history on this vacant tract. TRANSPORTATION: South Denton Tap and East Belt Line Roads are designated as P6D, six-lane divided thoroughfares, built to standard within 120-foot rights-of-way. SURROUNDING LAND USE & ZONING: North – The Mercantile Office Complex; “C” Commercial South – Vacant; “R” Retail East – Riverside Church of Christ; “C” Commercial West – Mobil Gas Station; “C” Commercial COMPREHENSIVE PLAN: The Comprehensive Plan of May 1996 shows the property as suitable for Mixed Use. ITEM #5 PAGE 2 of 2 DISCUSSION: This is the companion request to PD-232-C, Chicken Express, for minor platting of the property and a proposal to dedicate a fire lane easement encircling the building. The only outstanding issue is the front yard building line should be a “60’ building line with front yard parking” in place of the “30’ building line” currently depicted. RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION: Staff is recommending APPROVAL of this request subject to the following conditions: 1. Change 30’ B.L. to a 60’ B.L. with front yard parking. 2. Coordinate with the property owner to the north regarding the driveway curb return located in front of their property line. 3. The drainage will be further evaluated during engineering plan review. ALTERNATIVES: 1) Recommend approval of the request 2) Recommend disapproval of the request 3) Recommend modification of the request ATTACHMENTS: 1) Minor Plat 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 December 11, 2007 12 ✔ PUBLIC HEARING Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property described as Lot 1, Block 1, Bethel Business Park (11.706 acres), located along the north side of Bethel Road, east of the proposed extension of Creekview Road, Coppell, Texas. The Public Hearing Notice was published in the Citizens Advocate on Friday, November, 30, 2007. Approve the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property described as Lot 1, Block 1, Bethel Business Park (11.706 acres), located on Bethel Road, Coppell, Texas. !Bethel Road Business Park PH - 1AR NOTICE OF PUBLIC HEARING OF DESIGNATION OF REINVESTMENT ZONE A PUBLIC HEARING will be conducted by the City Council of the City of Coppell, Texas, in the Council Chambers, Town Center, 255 Parkway Boulevard, Coppell, Texas on the 11th day of December, 2007, at 7:00 P.M., to consider designation of the property described as Lot 1, Block 1, Bethel Business Park (11.706 acres), located on Bethel Road, Coppell, Texas, as a Reinvestment Zone under Chapter 312 of the Texas Property Tax Code. The Council will seek to determine whether the improvements sought to be made in the zone are feasible and practical and will be a benefit to the land included in the zone and to the City after the expiration of a tax abatement agreement to be entered into pursuant to Section 312.204 of the Texas Property Tax Code. At the hearing, interested persons are entitled to speak and present evidence for or against the designation. Citizens Advocate November 30, 2007 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989). 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's Dept. December 11, 2007 13 ✔ ORDINANCE Consider approval of an Ordinance designating CH REALTY IV/BETHEL, L.P., Reinvestment Zone No. 55, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding designation of the reinvestment zone on December 11, 2007. Approve an Ordinance designating CH REALTY IV/BETHEL, L.P., Reinvestment Zone No. 55, and authorize the Mayor to sign. !Bethel Road Business Park Ord - 1 AR 1 17910 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 55 (CH REALTY IV/BETHEL, L.P.); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL- INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS THAT: SECTION 1: That the City Council of the City of Coppell, Texas finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the zone and to the City after the expiration of a tax abatement agreement. SECTION 2. That pursuant to the provisions of Section 312.201 of the Texas Tax Code, the property described in Exhibit “A” attached hereto and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone No. 55 CH REALTY IV/BETHEL, L.P..).” 2 17910 SECTION 3. That the property within Reinvestment Zone No. 55 is eligible for commercial-industrial tax abatement effective on January 1, 2008. SECTION 4. If any article, paragraph or subdivision, clause or provision of this ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. That all provisions of ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 6. This ordinance shall take effect immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of ___________________, 2007. APPROVED: DOUGLAS STOVER, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ CITY ATTORNEY (PGS/tc 11/30/07)(17910) EXHIBIT “A” LEGAL DESCRIPTION OF LAND 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 December 11, 2007 14 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and CH REALTY IV/BETHEL, L.P., and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. The Coppell Economic Development Committee unanimously recommended approval of this abatement agreement request on June 6, 2007. Approve the Tax Abatement Agreement between the City of Coppell and CH REALTY IV/BETHEL, L.P. and authorize the Mayor to sign it. !Bethel Road Business Park Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND CH REALTY IV/BETHEL, L.P.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and CH Realty IV/Bethel, L.P.., a Texas Corporation, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 11/30/07) CH REALTY IV/LP //Tax Abatement Agreement –Page 1 17908 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and, CH REALTY IV/BETHEL, L.P. a Texas limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 55 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns the real property described in Exhibit “A” (“Land”) and intends to construct two (2) Class A industrial warehouse/office buildings containing in the aggregate approximately 162,650 square feet of space (the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and CH REALTY IV/LP //Tax Abatement Agreement –Page 2 17908 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of the City and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Buildings” shall mean two (2) Class “A” industrial warehouse/office buildings containing 80,000 square feet and 82,650 square feet or more of space respectively to be constructed on the Land. “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Buildings, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the last of the Buildings. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. CH REALTY IV/LP //Tax Abatement Agreement –Page 3 17908 “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of issuance of the final certificate of occupancy for the Buildings. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall collectively mean the Buildings and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) CH REALTY IV/LP //Tax Abatement Agreement –Page 4 17908 that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the combined Taxable Value for the Improvements, excluding the Land, is at least 5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy- five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur on or before December 31, 2007, and to cause Completion of Construction of the Improvements to occur within twelve (12) calendar months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the CH REALTY IV/LP //Tax Abatement Agreement –Page 5 17908 Improvements shall be used only as industrial warehouse/office buildings (with ancillary office uses) for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Building. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax CH REALTY IV/LP //Tax Abatement Agreement –Page 6 17908 abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Steve Bancroft CH REALTY IV/L.P. 2100 McKinney Avenue, Suite 700 Dallas, Texas 75201 With a copy to: Attn: General Counsel c/o 2100 McKinney Avenue, Suite 700 Dallas, Texas 7 5201 CH REALTY IV/LP //Tax Abatement Agreement –Page 7 17908 With additional copy to: Attn: Greg Zimmerman c/o Winstead PC 5400 Renaissance Tower 1201 Elm Street Dallas, Texas 75270 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. CH REALTY IV/LP //Tax Abatement Agreement –Page 8 17908 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Real Property Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which shall not be unreasonably withheld, denied or delayed. 8.11 Estoppel Certificates. From time to time, upon ten days written request by Owner, the City shall provide an estoppel certificate in connection with this Agreement so long as the certificate is requested in connection with a bona fide business purpose. The estoppel certificate, which, if requested, shall be addressed to Owner, a prospective or subsequent purchaser or assignee of Owner, and/or Owner’s existing or prospective lender, shall include, but not necessarily be limited to, statements that this Agreement is in full force and effect without default (or if default exists, the nature of default and curative action which should be undertaken to cure same), the remaining term of this Agreement, the levels of abatement in effect, and such other matters reasonably requested by the party to receive the estoppel certificate. 8.12 Immunity. By executing this Agreement, the City is waiving the immunity of the City from suit solely for the purpose of allowing enforcement of this Agreement, if necessary. EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ CH REALTY IV/LP //Tax Abatement Agreement –Page 9 17908 City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. CH REALTY IV/L.P. a Texas limited partnership By: CH Realty IV/GP, L.L.C., a Delaware Limited liability company, its general partner By: Crow Holdings Managers, L.L.C., a Texas limited liability company, its manager By:_______________________________________ Name: Title: ____________________________________ CH REALTY IV/LP //Tax Abatement Agreement –Page 10 17908 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by ______________Vice President of Crow Holdings Managers, L.L.C., a Texas limited liability company, manager of CH Realty IV/GP, L.L.C., a Delaware limited liability company, general partner of CH Realty IV/L.P., a Texas limited partnership, on behalf of said limited liability companies and limited partnership Notary Public, State of Texas My Commission Expires: CH REALTY IV/LP //Tax Abatement Agreement –Page 11 17908 Exhibit “A” Legal Description of Land To Be Attached 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 December 11, 2007 15 ✔ PUBLIC HEARING Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property owned by TDC Gateway Business Center, L.P. described as Lots 1 & 2, Block A, Gateway Business Park No. 3 (18.09 acres), located at the NWC of Freeport Parkway and I.H. 635, Coppell, Texas. The Public Hearing Notice was published in the Citizens Advocate on Friday, November, 30, 2007. Approve the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property owned by TDC Gateway Business Center, L.P. described as Lots 1 & 2, Block A, Gateway Business Park No. 3 (18.09 acres), located at the NWC of Freeport Parkway and I.H. 635, Coppell, Texas. !Gateway Business Park PH - 1AR NOTICE OF PUBLIC HEARING OF DESIGNATION OF REINVESTMENT ZONE A PUBLIC HEARING will be conducted by the City Council of the City of Coppell, Texas, in the Council Chambers, Town Center, 255 Parkway Boulevard, Coppell, Texas on the 11th day of December, 2007, at 7:00 P.M., to consider designation of the property described as Lots 1 & 2, Block A, Gateway Business Park No. 3 (18.09 acres), located at the NWC of Freeport Parkway and I.H. 635, Coppell, Texas, TDC Gateway Business Center, L.P. as a Reinvestment Zone under Chapter 312 of the Texas Property Tax Code. The Council will seek to determine whether the improvements sought to be made in the zone are feasible and practical and will be a benefit to the land included in the zone and to the City after the expiration of a tax abatement agreement to be entered into pursuant to Section 312.204 of the Texas Property Tax Code. At the hearing, interested persons are entitled to speak and present evidence for or against the designation. Citizens Advocate November 30, 2007 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989). 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 Dept. December 11, 2007 16 ✔ ORDINANCE Consider approval of an Ordinance designating TDC Gateway Business Center, L.P., Reinvestment Zone No. 58, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding designation of the reinvestment zone on December 11, 2007. Approve an Ordinance designating TDC Gateway Business Center, L. P., Reinvestment Zone No. 58, and authorize the Mayor to sign. !Gateway Business Park Ord - 1 AR 1 21246 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 58 (TDC GATEWAY BUSINESS CENTER, L.P.); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL- INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS THAT: SECTION 1: That the City Council of the City of Coppell, Texas finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the zone and to the City after the expiration of a tax abatement agreement. SECTION 2. That pursuant to the provisions of Section 312.201 of the Texas Tax Code, the property described in Exhibit “A” attached hereto and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone No. 58 TDC Gateway Business Center, L.P.).” 2 21246 SECTION 3. That the property within Reinvestment Zone No. 58 is eligible for commercial-industrial tax abatement effective on July 1, 2007. SECTION 4. If any article, paragraph or subdivision, clause or provision of this ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. That all provisions of ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 6. This ordinance shall take effect immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of ___________________, 2007. APPROVED: DOUGLAS STOVER, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ CITY ATTORNEY (PGS/tc 11/30/07)(21246) EXHIBIT “A” LEGAL DESCRIPTION OF LAND 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 December 11, 2007 17 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and TDC Gateway Business Center, L.P., and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. The Coppell Economic Development Committee unanimously recommended approval of this abatement agreement request on January 3, 2007. Approve the Tax Abatement Agreement between the City of Coppell and TDC Gateway Business Center, L.P. and authorize the Mayor to sign it. !Gateway Business Park Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND TDC GATEWAY BUSINESS CENTER, L.P.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and TDC Gateway Business Center, L.P., a Texas limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) TDC Gateway Business Center//Tax Abatement Agreement –Page 1 21235 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and TDC Gateway Business Center, L.P., a Texas limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 58 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 18.09 acres of land in Gateway Corporate Center on Freeport Parkway north of Interstate Highway 635, and being further described in Exhibit “A” (“Land”) and intends to construct two (2) two-story office buildings containing in the aggregate approximately 228,090 square feet of space hereinafter defined as (the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and TDC Gateway Business Center//Tax Abatement Agreement –Page 2 21235 WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Buildings, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the last of the Buildings. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. TDC Gateway Business Center//Tax Abatement Agreement –Page 3 21235 “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of issuance of the first final certificate of occupancy for the first of the two Buildings comprising the Improvements. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall collectively mean a two (2) story office building containing 111,934 square feet and 116,156 square feet to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. TDC Gateway Business Center//Tax Abatement Agreement –Page 4 21235 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur on or before August 31, 2007, and to cause Completion of Construction of the Improvements to occur within twelve (12) calendar months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. TDC Gateway Business Center//Tax Abatement Agreement –Page 5 21235 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as industrial warehouse/office buildings (with ancillary office uses) for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Building. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment TDC Gateway Business Center//Tax Abatement Agreement –Page 6 21235 schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Ric Nelson TDC Gateway Business Center, L.P. 5001 Spring Valley Road, Suite 600 West Dallas, Texas 75244 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 TDC Gateway Business Center//Tax Abatement Agreement –Page 7 21235 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. TDC Gateway Business Center//Tax Abatement Agreement –Page 8 21235 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. TDC Gateway Business Center, L.P. By:_______________________________________ Name: Reid Caldwell Title: ____________________________________ TDC Gateway Business Center//Tax Abatement Agreement –Page 9 21235 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Reid Caldwell, ______________of TDC Gateway Business Center, L.P., a Texas limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: TDC Gateway Business Center//Tax Abatement Agreement –Page 10 21235 Exhibit “A” Legal Description of Land To Be Attached 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 December 11, 2007 18 ✔ PUBLIC HEARING Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property described as Lots 1 & 2, Block 1, Minyard Addition (79.528 acres), located at the SWC of Freeport Parkway and Bethel Road, Coppell, Texas. The Public Hearing Notice was published in the Citizens Advocate on Friday, November, 30, 2007. Approve the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property described as Lots 1 & 2, Block 1, Minyard Addition (79.528 acres), located at the SWC of Freeport Parkway and Bethel Road, Coppell, Texas. !KTR Coppell PH - 1AR NOTICE OF PUBLIC HEARING OF DESIGNATION OF REINVESTMENT ZONE A PUBLIC HEARING will be conducted by the City Council of the City of Coppell, Texas, in the Council Chambers, Town Center, 255 Parkway Boulevard, Coppell, Texas on the 11th day of December, 2007, at 7:00 P.M., to consider designation of the property described as Lots 1 & 2, Block 1, Minyard Addition (79.528 acres), located at the SWC of Freeport Parkway and Bethel Road, Coppell, Texas, as a Reinvestment Zone under Chapter 312 of the Texas Property Tax Code. The Council will seek to determine whether the improvements sought to be made in the zone are feasible and practical and will be a benefit to the land included in the zone and to the City after the expiration of a tax abatement agreement to be entered into pursuant to Section 312.204 of the Texas Property Tax Code. At the hearing, interested persons are entitled to speak and present evidence for or against the designation. Citizens Advocate November 30, 2007 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989). 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's Dept. December 11, 2007 19 ✔ ORDINANCE Consider approval of an Ordinance designating KTR COPPELL LLC, Reinvestment Zone No. 59, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding designation of the reinvestment zone on December 11, 2007. Approve an Ordinance designating KTR COPPELL LLC, Reinvestment Zone No. 59, and authorize the Mayor to sign. !KTR Coppell Ord - 1 AR 1 17910 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 59 (KTR COPPELL LLC); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS THAT: SECTION 1: That the City Council of the City of Coppell, Texas finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the zone and to the City after the expiration of a tax abatement agreement. SECTION 2. That pursuant to the provisions of Section 312.201 of the Texas Tax Code, the property described in Exhibit “A” attached hereto and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone No. 59 KTR COPPELL LLC.” 2 17910 SECTION 3. That the property within Reinvestment Zone No. 59 is eligible for commercial-industrial tax abatement effective on January 1, 2008. SECTION 4. If any article, paragraph or subdivision, clause or provision of this ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. That all provisions of ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 6. This ordinance shall take effect immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of ___________________, 2007. APPROVED: DOUGLAS STOVER, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ CITY ATTORNEY (PGS/tc 12/3/07)(17910) EXHIBIT “A” LEGAL DESCRIPTION OF LAND 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 December 11, 2007 20 ✔ PUBLIC HEARING Consider approval of the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property owned by Texas Dugan Limited Partnership, described as Block A, Block B and Lots 2 & 3, Block C, Duke- Lesley Addition (approximately 155.712 acres) and located at the NWC of Belt Line Rd. and I.H. 635. The Public Hearing Notice was published in the Citizens Advocate on Friday, November, 30, 2007. Approve the designation of a reinvestment zone pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act. The property to be considered for Reinvestment Zone designation is the property owned by Texas Dugan Limited Partnership, described as Block A, Block B and Lots 2 & 3, Block C, Duke-Lesley Addition (approximately 155.712 acres) and located at the NWC of Belt Line Rd. and I.H. 635. !Point West PH - 1AR NOTICE OF PUBLIC HEARING OF DESIGNATION OF REINVESTMENT ZONE A PUBLIC HEARING will be conducted by the City Council of the City of Coppell, Texas, in the Council Chambers, Town Center, 255 Parkway Boulevard, Coppell, Texas on the 11th day of December, 2007, at 7:00 P.M., to consider designation of the property described as Block A, Block B and Lots 2 & 3, Block C, Duke- Lesley Addition (approximately 155.712 acres), located at the NWC of Belt Line and I.H. 635, Coppell, Texas, as a Reinvestment Zone under Chapter 312 of the Texas Property Tax Code. The Council will seek to determine whether the improvements sought to be made in the zone are feasible and practical and will be a benefit to the land included in the zone and to the City after the expiration of a tax abatement agreement to be entered into pursuant to Section 312.204 of the Texas Property Tax Code. At the hearing, interested persons are entitled to speak and present evidence for or against the designation. Citizens Advocate November 30, 2007 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e., sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight (48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989). 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 Dept. December 11, 2007 21 ✔ ORDINANCE Consider approval of an Ordinance designating Duke Realty Limited Partnership, Reinvestment Zone No. 57, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding designation of the reinvestment zone on December 11, 2007. Approve an Ordinance designating Duke Realty Limited Partnership, Reinvestment Zone No. 57, and authorize the Mayor to sign. !Point West Ord - 1 AR 1 21341 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. _________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 57 (DUKE REALTY LIMITED PARTNERSHIP) PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS THAT: SECTION 1: That the City Council of the City of Coppell, Texas finds that the area described herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention or expansion of primary employment, or to attract major investment in the zone that will be of benefit to the property and contribute to the economic development of the City. The City Council further finds that the improvements sought are feasible and practicable and would be of benefit to the land to be included in the zone and to the City after the expiration of a tax abatement agreement. SECTION 2. That pursuant to the provisions of Section 312.201 of the Texas Tax Code, the property described in Exhibit “A” attached hereto and made a part hereof for all purposes is hereby designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone No. 57 (Duke Realty Limited Partnership).” 2 21341 SECTION 3. That the property within Reinvestment Zone No. 57 is eligible for commercial-industrial tax abatement effective on January 1, 2007. SECTION 4. If any article, paragraph or subdivision, clause or provision of this ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. That all provisions of ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 6. This ordinance shall take effect immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of ___________________, 2007. APPROVED: DOUGLAS STOVER, MAYOR ATTEST: LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ CITY ATTORNEY (PGS/tc 12/3/07)(21341) EXHIBIT “A” LEGAL DESCRIPTION OF LAND 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 December 11, 2007 22 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West I, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West I and authorize the Mayor to sign it. !Point West I Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 1 21323 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 11.855 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an office building containing a minimum of 170,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 2 21323 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 3 21323 “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the office building referred to as “Point West I” containing a minimum of 170,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 4 21323 Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an office building (with ancillary office uses) for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 5 21323 Building. The City acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for office uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 6 21323 multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 7 21323 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 8 21323 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 9 21323 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: Duke Realty Ltd-Office I/Tax Abatement Agreement –Page 10 21323 Exhibit “A” Legal Description of Land DESCRIPTION, of an 11.855 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; being part of that tract of land described in a Special Warranty Deed as "Tract 1" to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 11.855 acre tract being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "Pacheco Koch" cap found in the west line of Beltline Road (a 120-foot right-of-way) at the northeast corner of Lot 1, Block C, Duke Lesley Addition Dividend Drive and Point West Boulevard, an addition to the City of Coppell, Dallas County, Texas, according to the plat recorded in Instrument No. 20070240528 of said Deed Records; THENCE, North 89 degrees, 57 minutes, 33 seconds West, along the north line of said Lot 1, Block C and passing at a distance of 634.52 feet a 1/2-inch iron rod with "Pacheco Koch" cap found, at the northwest corner of said Lot 1, continuing a total distance of 657.97 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner in the north line of Lot 2, Block C of said Duke Lesley Addition Dividend Drive and Point West Boulevard addition; THENCE, North 00 degrees, 02 minutes, 27 seconds East, departing the said north line of Lot 2, a distance of 785.00 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner in the south right- of-way line of Dividend Drive (a 90-foot right-of-way) according to the said Duke Lesley Addition Dividend Drive and Point West Boulevard addition; THENCE, South 89 degrees, 57 minutes, 33 seconds East, along the said south line of Dividend Drive, a distance of 642.97 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner at the west end of a corner-clip at the intersection of the said south line of Dividend Drive with the said west line of Beltline Road; THENCE, South 44 degrees, 57 minutes, 33 seconds East, along said corner clip, a distance of 21.21 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being in the said west line of Beltline Road; THENCE, South 00 degrees, 02 minutes, 27 seconds West, along the said west line of Beltline Road, a distance of 770.00 feet to the POINT OF BEGINNING; CONTAINING, 516,397 square feet or 11.855 acres of land, more or less. 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 December 11, 2007 23 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West II, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West II and authorize the Mayor to sign it. !Point West II Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) PWII.doc STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 11.663 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an office building containing a minimum of 100,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and PWII.doc WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. PWII.doc “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the office building referred to as “Point West II” containing a minimum of 100,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. PWII.doc 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. PWII.doc 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an office building (with ancillary office uses) for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Building. The City acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for office uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due PWII.doc and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager With a copy to: Peter G. Smith PWII.doc City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. PWII.doc EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ PWII.doc City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: PWII.doc Exhibit “A” Legal Description of Land DESCRIPTION, of an 11.663 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; being part of those tracts of land described in a Special Warranty Deed as "Tract 1" and “Tract 2” to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 11.663 acre tract being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "Pacheco Koch" cap found at the northeast end of a corner-clip at the intersection of the east right-of-way line of Point West Boulevard (a 50-foot wide right-of-way) according to the plat of Lot 1, Block C, Duke Lesley Addition Dividend Drive and Point West Boulevard, an addition to the City of Coppell, Dallas County, Texas, according to the plat recorded in Instrument No. 20070240528 of said Deed Records with the south right of-way line of Dividend Drive (a 90-foot right-of-way); said point being the beginning of a curve to the left; THENCE, along the said south line of Dividend Drive, the following three (3) calls: In a easterly direction, along said curve, having a central angle of 31 degrees, 37 minutes, 32 seconds, a radius of 495.00 feet, a chord bearing and distance of North 73 degrees, 49 minutes, 52 seconds East, 269.77 feet, an arc distance of 273.22 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the beginning of a reverse curve to the right; In a easterly direction, along said curve, having a central angle of 32 degrees, 01 minutes, 21 seconds, a radius of 405.00 feet, a chord bearing and distance of North 74 degrees, 01 minutes, 46 seconds East, 223.42 feet, an arc distance of 226.35 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; South 89 degrees, 57 minutes, 33 seconds East, a distance of 285.84 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; THENCE, South 00 degrees, 02 minutes, 27 seconds West, departing the said south line of Dividend Drive, a distance of 785.00 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the corner; said point being in the north line of Lot 2, Block C of Duke Lesley Addition Dividend Drive and Point West Boulevard addition; THENCE, North 89 degrees, 57 minutes, 33 seconds West, along the said north line of Lot 2, a distance of 432.32 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; THENCE, South 73 degrees, 49 minutes, 34 seconds West, continuing along the said north line of Lot 2, a distance of 50.00 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner at the said east line of Point West Boulevard; said point being the beginning of a non-tangent curve to the left; THENCE, along the said east line of Point West Boulevard, the following four (4) calls: In a northerly direction, along said curve, having a central angle of 28 degrees, 49 minutes, 34 seconds, a radius of 475.00 feet, a chord bearing and distance of North 30 degrees, 35 minutes, 13 seconds West, 236.47 feet, an arc distance of 238.98 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; North 45 degrees, 00 minutes, 00 seconds West, a distance of 69.44 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being the beginning of a curve to the right; In a northerly direction, along said curve, having a central angle of 45 degrees, 02 minutes, 27 seconds, a radius of 425.00 feet, a chord bearing and distance of North 22 Duke Realty Ltd-Office II/Tax Abatement Agreement –Page 11 21345 degrees, 28 minutes, 47 seconds West, 325.56 feet, an arc distance of 334.10 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; North 00 degrees, 02 minutes, 27 seconds East, a distance of 93.74 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner at the southwest end of said corner-clip at the intersection of the said east line of Point West Boulevard with the said south line of Dividend Drive; THENCE, North 45 degrees, 01 minutes, 05 seconds East, along said corner-clip, a distance of 21.22 feet to the POINT OF BEGINNING; CONTAINING: 508,023 square feet or 11.663 acres of land, more or less. 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 December 11, 2007 24 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West III, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West III and authorize the Mayor to sign it. !Point West III Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 1 21346 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 25.411 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an office building containing a minimum of 100,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 2 21346 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 3 21346 “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the office building referred to as “Point West III” containing a minimum of 100,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 4 21346 Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an office building (with ancillary office uses) for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 5 21346 Building. The City acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for office uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 6 21346 multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 7 21346 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 8 21346 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 9 21346 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 10 21346 Exhibit “A” Legal Description of Land DESCRIPTION, of a 25.411 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; said tract being part of that tract described in Special Warranty Deed as "Tract 1" to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 25.411 acre tract being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "Pacheco Koch" cap found at the northwest end of a corner clip at the intersection of the south right-of-way line of Dividend Drive (a 90' right-of-way), according to the plat of Duke Lesley Addition Dividend Drive and Point West Boulevard, an addition to the City of Coppell, Texas, according to the plat recorded in Instrument No. 20070240528 of said Deed Records, and the west right- of-way line of Point West Boulevard (a 50' right-of-way); THENCE, South 44 degrees, 57 minutes, 33 seconds East, along said corner clip, a distance of 21.21 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being in the said west line of Point West Boulevard; THENCE, along the said west line of Point West Boulevard, the following seven (7) calls: South 00 degrees, 02 minutes, 27 seconds West, a distance of 93.74 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the left; In a southerly direction, along said curve, having a central angle of 45 degrees, 02 minutes, 27 seconds, a radius of 475.00 feet, a chord bearing and distance of South 22 degrees, 28 minutes, 47 seconds East, 363.86 feet, an arc distance of 373.40 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; South 45 degrees, 00 minutes, 00 seconds East, a distance of 69.44 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the right; In a southerly direction, along said curve, having a central angle of 45 degrees, 00 minutes, 00 seconds, a radius of 425.00 feet, a chord bearing and distance of South 22 degrees, 30 minutes, 00 seconds East, 325.28 feet, an arc distance of 333.79 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; South 00 degrees, 00 minutes, 00 seconds East, a distance of 367.88 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the right; In a southerly direction, along said curve, having a central angle of 17 degrees, 52 minutes, 50 seconds, a radius of 425.00 feet, a chord bearing and distance of South 08 degrees, 56 minutes, 25 seconds West, 132.09 feet, an arc distance of 132.63 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; said point being the northeast end of a corner clip at the intersection of said west line of Point West Boulevard and the north right-of-way line of Interstate Highway No. 635 (a variable width right-of-way); South 63 degrees, 22 minutes, 48 seconds West, along said corner clip, a distance of 21.20 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the said north line of Interstate Highway No. 635; Duke Realty Ltd-Office III/Tax Abatement Agreement –Page 11 21346 THENCE, along the said north line of Interstate Highway No. 635, the following four (4) calls: North 71 degrees, 35 minutes, 05 seconds West, a distance of 272.46 feet to a 1/2-inch iron rod with "DCA" cap found for an angle point; North 51 degrees, 30 minutes, 48 seconds West, a distance of 1,057.19 feet to a broken concrete monument found for an angle point; North 39 degrees, 55 minutes, 52 seconds West, a distance of 808.75 feet to a broken concrete monument found for an angle point; North 35 degrees, 43 minutes, 45 seconds West, a distance of 178.58 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a non-tangent curve to the left; said point being in the said south line of Dividend Drive; THENCE, along the said south line of Dividend Drive, the following two (2) calls: In an easterly direction, along said curve, having a central angle of 54 degrees, 13 minutes, 48 seconds, a radius of 495.00 feet, a chord bearing and distance of South 62 degrees, 50 minutes, 39 seconds East, 451.22 feet, an arc distance of 468.51 feet to a point at the end of said curve; South 89 degrees, 57 minutes, 33 seconds East, a distance of 1,019.79 feet to the POINT OF BEGINNING; CONTAINING: 1,106,907 square feet or 25.411 acres of land, more or less. 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 December 11, 2007 25 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West IV, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West IV and authorize the Mayor to sign it. !Point West IV Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 1 21347 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 25.411 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an office building containing a minimum of 120,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 2 21347 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 3 21347 “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the office building referred to as “Point West IV” containing a minimum of 120,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 4 21347 Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an office building (with ancillary office uses) for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 5 21347 Building. The City acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for office uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 6 21347 multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 7 21347 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 8 21347 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 9 21347 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 10 21347 Exhibit “A” Legal Description of Land DESCRIPTION, of a 25.411 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; said tract being part of that tract described in Special Warranty Deed as "Tract 1" to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 25.411 acre tract being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "Pacheco Koch" cap found at the northwest end of a corner clip at the intersection of the south right-of-way line of Dividend Drive (a 90' right-of-way), according to the plat of Duke Lesley Addition Dividend Drive and Point West Boulevard, an addition to the City of Coppell, Texas, according to the plat recorded in Instrument No. 20070240528 of said Deed Records, and the west right- of-way line of Point West Boulevard (a 50' right-of-way); THENCE, South 44 degrees, 57 minutes, 33 seconds East, along said corner clip, a distance of 21.21 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being in the said west line of Point West Boulevard; THENCE, along the said west line of Point West Boulevard, the following seven (7) calls: South 00 degrees, 02 minutes, 27 seconds West, a distance of 93.74 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the left; In a southerly direction, along said curve, having a central angle of 45 degrees, 02 minutes, 27 seconds, a radius of 475.00 feet, a chord bearing and distance of South 22 degrees, 28 minutes, 47 seconds East, 363.86 feet, an arc distance of 373.40 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; South 45 degrees, 00 minutes, 00 seconds East, a distance of 69.44 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the right; In a southerly direction, along said curve, having a central angle of 45 degrees, 00 minutes, 00 seconds, a radius of 425.00 feet, a chord bearing and distance of South 22 degrees, 30 minutes, 00 seconds East, 325.28 feet, an arc distance of 333.79 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; South 00 degrees, 00 minutes, 00 seconds East, a distance of 367.88 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the right; In a southerly direction, along said curve, having a central angle of 17 degrees, 52 minutes, 50 seconds, a radius of 425.00 feet, a chord bearing and distance of South 08 degrees, 56 minutes, 25 seconds West, 132.09 feet, an arc distance of 132.63 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; said point being the northeast end of a corner clip at the intersection of said west line of Point West Boulevard and the north right-of-way line of Interstate Highway No. 635 (a variable width right-of-way); South 63 degrees, 22 minutes, 48 seconds West, along said corner clip, a distance of 21.20 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the said north line of Interstate Highway No. 635; Duke Realty Ltd-Office IV/Tax Abatement Agreement –Page 11 21347 THENCE, along the said north line of Interstate Highway No. 635, the following four (4) calls: North 71 degrees, 35 minutes, 05 seconds West, a distance of 272.46 feet to a 1/2-inch iron rod with "DCA" cap found for an angle point; North 51 degrees, 30 minutes, 48 seconds West, a distance of 1,057.19 feet to a broken concrete monument found for an angle point; North 39 degrees, 55 minutes, 52 seconds West, a distance of 808.75 feet to a broken concrete monument found for an angle point; North 35 degrees, 43 minutes, 45 seconds West, a distance of 178.58 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a non-tangent curve to the left; said point being in the said south line of Dividend Drive; THENCE, along the said south line of Dividend Drive, the following two (2) calls: In an easterly direction, along said curve, having a central angle of 54 degrees, 13 minutes, 48 seconds, a radius of 495.00 feet, a chord bearing and distance of South 62 degrees, 50 minutes, 39 seconds East, 451.22 feet, an arc distance of 468.51 feet to a point at the end of said curve; South 89 degrees, 57 minutes, 33 seconds East, a distance of 1,019.79 feet to the POINT OF BEGINNING; CONTAINING: 1,106,907 square feet or 25.411 acres of land, more or less. 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 December 11, 2007 26 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West V, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West V and authorize the Mayor to sign it. !Point West V Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 1 21348 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 48.833 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an industrial building containing a minimum of 1,000,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 2 21348 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 3 21348 “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the industrial building referred to as “Point West VI” containing a minimum of 1,000,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 4 21348 Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an industrial building for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Building. The City Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 5 21348 acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for industrial uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 6 21348 multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 7 21348 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 8 21348 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 9 21348 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 10 21348 Exhibit “A” Legal Description of Land DESCRIPTION, of an 48.833 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; being part of that tract of land described in a Special Warranty Deed as "Tract 1" to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 48.833 acre tract being more particularly described as follows: BEGINNING, at a 3/4-inch iron pipe found for corner point in the south line of Lot 1, Block A, PSINET Addition, an addition to the City of Coppell, according to the plat recorded in Volume 99252, Page 6210, of said Deed Records, and the westerly northwest corner of Lot 1, Block B, Coppell Business Center II, an addition to the City of Coppell, according to the plat recorded in Volume 98008, Page 11, of said Deed Records; THENCE, South 00 degrees, 29 minutes, 23 seconds West, along the west line of said Lot 1, Block B, Coppell Business Center II, a distance of 911.76 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; THENCE, North 89 degrees, 57 minutes, 33 seconds West, departing the said west line of Lot 1, Block B, a distance of 1,596.96 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 00 degrees, 02 minutes, 27 seconds West, a distance of 77.20 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, North 89 degrees, 57 minutes, 33 seconds West, a distance of 185.23 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 00 degrees, 02 minutes, 27 seconds West, a distance of 50.00 feet to a 1/2-inch iron rod with "Pacheco Koch" set found for corner; THENCE, North 89 degrees, 57 minutes, 33 seconds West, a distance of 5.61 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 54 degrees, 16 minutes, 15 seconds West, a distance of 263.79 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner in the north right-of-way line of Dividend Drive (a 90-foot wide right-of-way), according to the plat of Lot 1 and Lot 2, Block C, Duke Lesley Addition, Divided Drive and Point West Boulevard recorded in Instrument No. 20070240528 of said Deed Records; THENCE, along the said north line of Dividend Drive, the following five (5) calls: North 35 degrees, 43 minutes, 45 seconds West, a distance of 166.65 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for the beginning of a curve to the right; In a northerly direction, along said curve to the right, having a central angle of 35 degrees, 57 minutes, 42 seconds, a radius of 855.00 feet, a chord bearing and distance of North 17 degrees, 44 minutes, 54 seconds West, 527.87 feet, an arc distance of 536.64 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; North 00 degrees, 13 minutes, 57 seconds East, a distance of 202.14 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being the beginning of a curve to the left; Duke Realty Ltd-Industrial I/Tax Abatement Agreement –Page 11 21348 In a northerly direction, along said curve to the left, having a central angle of 36 degrees, 00 minutes, 19 seconds, a radius of 495.00 feet, a chord bearing and distance of North 17 degrees, 46 minutes, 12 seconds West, 305.97 feet, an arc distance of 311.06 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; North 35 degrees, 46 minutes, 22 seconds West, a distance of 45.50 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being on the south line of that tract of land described in Special Warranty Deed to Coppell Independent School District recorded in Volume 417, Page 461 of the said Deed Records; THENCE, North 89 degrees, 26 minutes, 32 seconds East, along the said south line of the Coppell Independent School District tract and passing the southeast corner of said Coppell Independent School District tract at a distance of 1,202.90 feet, continuing along the south line of Lot 2, Block D, Northlake 635 Business Park, an addition to the City of Coppell, Dallas County, Texas according to the plat recorded in Volume 87110, Page 1874, of said Map Records, passing the southeast corner of said Lot 2, Block D at a distance of 487.54 feet, continuing along the said south line of Lot 1, Block A, a total distance of 2,387.33 feet to the POINT OF BEGINNING; CONTAINING: 2,127,146 square feet or 48.833 acres of land, more or less. 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 December 11, 2007 27 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West VI, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West VI and authorize the Mayor to sign it. !Point West VI Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 1 21350 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 36.173 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an industrial building containing a minimum of 700,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 2 21350 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 3 21350 “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the industrial building referred to as “Point West VII” containing a minimum of 700,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 4 21350 Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an industrial building for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Building. The City Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 5 21350 acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for industrial uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 6 21350 abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 7 21350 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 8 21350 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 9 21350 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 10 21350 Exhibit “A” Legal Description of Land DESCRIPTION, of an 36.173 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; being part of that tract of land described in a Special Warranty Deed as "Tract 1" to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 36.173 acre tract being more particularly described as follows: COMMENCING, at a 1/2-inch iron rod with "Pacheco Koch" cap found at the south end of a corner-clip at the intersection of the west right-of-way line of Beltline Road (a 120-foot wide right-of-way) with the north line of Dividend Drive, a (90-foot wide right-of-way) according to the plat of Lot 1 and Lot 2, Block C Duke Lesley Addition Dividend Drive and Point West Boulevard recorded in Inst. No. 20070240528, of said Deed Records; THENCE, along said north line of Dividend Drive, the following seven (7) calls: North 89 degrees, 57 minutes, 33 seconds West, a distance of 928.81 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being the beginning of a tangent curve to the left; In a southwesterly direction, along said curve to the left, having a central angle of 27 degrees, 56 minutes, 26 seconds, a radius of 495.00 feet, a chord bearing and distance of South 76 degrees, 04 minutes, 14 seconds West, 239.00 feet, an arc distance of 241.39 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner at the POINT OF BEGINNING; In a southwesterly direction, continuing along said curve to the left, having a central angle of 04 degrees, 04 minutes, 55 seconds, a radius of 495.00 feet, a chord bearing and distance of South 60 degrees, 03 minutes, 34 seconds West, 35.26 feet, an arc distance of 35.27 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; said point being the beginning of a reverse curve to the right; In a southwesterly direction, along said curve to the right, having a central angle of 32 degrees, 01 minutes, 21 seconds, a radius of 405.00 feet, a chord bearing and distance of South 74 degrees, 01 minutes, 46 seconds West, 223.42 feet, an arc distance of 226.35 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; North 89 degrees, 57 minutes, 33 seconds West, a distance of 1096.36 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; said point being the beginning of a tangent curve to the right; In a northwesterly direction, along said curve to the right, having a central angle of 54 degrees, 13 minutes, 48 seconds, a radius of 405.00 feet, a chord bearing and distance of North 62 degrees, 50 minutes, 39 seconds West, 369.18 feet, an arc distance of 383.33 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found at the end of said curve; North 35 degrees, 43 minutes, 45 seconds West, a distance of 561.95 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, North 54 degrees, 16 minutes, 15 seconds East, departing the said north line of Dividend Drive, a distance of 263.79 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 89 degrees, 57 minutes, 33 seconds East, a distance of 5.61 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; Duke Realty Ltd-Industrial II/Tax Abatement Agreement –Page 11 21350 THENCE, North 00 degrees, 02 minutes, 27 seconds East, a distance of 50.00 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 89 degrees, 57 minutes, 33 seconds East, a distance of 185.23 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, North 00 degrees, 02 minutes, 27 seconds East, a distance of 77.20 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 89 degrees, 57 minutes, 33 seconds East, a distance of 1,565.75 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 00 degrees, 02 minutes, 27 seconds West, a distance of 773.36 feet to a 1/2-inch iron rod with “Pacheco Koch” cap found for corner; THENCE, South 27 degrees, 53 minutes, 59 seconds East, a distance of 59.99 feet to the POINT OF BEGINNING; CONTAINING, 1,575,695 square feet or 36.173 acres of land, more or less. 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 December 11, 2007 28 ✔ RESOLUTION Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West VII, and authorizing the Mayor to sign. City Council is scheduled to conduct a Public Hearing regarding the designation of the reinvestment zone on December 11, 2007. Approve the Tax Abatement Agreement between the City of Coppell and DUKE REALTY LIMITED PARTNERSHIP relating to Point West VII and authorize the Mayor to sign it. !Point West VII Res - 1AR 1 17906 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND DUKE REALTY LIMITED PARTNERSHIP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas and Duke Realty Limited Partnership., an Indiana limited partnership, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The tax abatement to be granted by the Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. 2 17906 SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2007. CITY OF COPPELL, TEXAS ___________________________________________ DOUGLAS N. STOVER, MAYOR ATTEST: ___________________________________________ LIBBY BALL, CITY SECRETARY APPROVED AS TO FORM: ____________________________________ CITY ATTORNEY (PGS/tc 12/03/07) Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 1 22598 STATE OF TEXAS § § TAX ABATEMENT AGREEMENT COUNTY OF DALLAS § This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Duke Realty Limited Partnership, an Indiana limited partnership (“Owner”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 57 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 16.151 acres of land and being further described in Exhibit “A” (“Land”) and intends to construct an industrial building containing a minimum of 100,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), the contemplated Improvements thereto in the amount set forth in this Agreement, and the other terms hereof are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 2 22598 WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; and WHEREAS, the City desires to enter into an agreement with the Owner for the abatement of taxes pursuant to Chapter 312 of the Tax Code as amended; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed (2007). “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements, on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Building. “Effective Date” shall mean the last date of execution of this Agreement. “Event of Bankruptcy or Insolvency” shall mean the dissolution or termination of a party’s existence as a going business, insolvency, appointment of receiver for any part of a party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 3 22598 “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean the industrial building referred to as “Point West VIII” containing a minimum of 100,000 square feet of space to be constructed on the Land and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s). “Land” means the real property described in Exhibit “A”. “Premises” shall collectively mean the Land and the Improvements following construction thereof. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of, the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 The Owner agrees to provide to the tenants of the Premises, the benefit of the tax abatement of the Improvements granted herein. Owner shall, upon written request, provide the City, with satisfactory evidence that the benefits of this Tax Abatement Agreement have been provided to any such tenants. 2.6 Owner shall before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.7 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 4 22598 Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least $5.5 Million Dollars ($5,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on land, inventory and supplies. Article IV Improvements 4.1 Owner owns, the Land and intends to construct or caused to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land but said action is a condition precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Completion of Construction of the Improvements to occur within ten (10) calendar years after the effective date, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations, (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. Owner agrees that the Improvements shall be used only as an industrial building for a period of five (5) years commencing on the date the final certificate of occupancy is issued for the Building. The City Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 5 22598 acknowledges that Owner intends to lease the Improvements and such tenants shall use the Improvements for industrial uses. 4.5 The City, its agents and employees shall have the right of access to the Premises during construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with Owner’s visitor access and security policies, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event Owner: (i) fails to cause Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an “Event of Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement, then Owner after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement for the Improvements, with interest at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code as amended but without penalty. The parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The parties further agree that any abated tax, including interest as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after termination. 5.2 Upon breach by Owner of any obligations under this Agreement, the City shall notify the Owner in writing, who shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within a thirty (30) day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, then the City at its sole option shall have the right to terminate this Agreement, by written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is made. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements, without tax abatement for the years in which tax Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 6 22598 abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. The City’s sole remedy against the Owner shall be the recovery of the liquidated damages and the enforcement of the tax lien against the Land and Improvements. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for each Appraisal District in which the eligible taxable property has situs. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for Owner, to: Attn: Jeff D. Thornton Duke Realty Limited Partnership c/o Duke Realty Corporation 14241 Dallas Parkway, Suite 1000 Dallas, Texas 75254 Telephone: 972 361-6704 Telecopy: 972 361-6802 With a copy to: Attn: Ann Dee, Market Attorney Duke Realty Corporation 6133 North River Road, Suite 200 Rosemont, IL 60018 Telephone: 874-232-5408 Telecopy: 847 232-5694 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 7 22598 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be construed under the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. This Agreement is performable in Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. 8.7 Recordation. A certified copy of this Agreement shall be recorded by the City, at no cost to Owner, in the Deed Records of Dallas County, Texas. 8.8 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.9 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.10 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager which consent shall not be unreasonably withheld, conditioned or delayed. Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 8 22598 EXECUTED in duplicate originals the ____ day of _______________, 2007. City of Coppell, Texas By: ______________________________________ Douglas N. Stover, Mayor Attest: By: _______________________________________ Libby Ball, City Secretary Agreed as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2007. Duke Realty Limited Partnership By: Duke Realty Corporation, its general partner By:_______________________________________ Name: Jeff D. Thornton Title: ____________________________________ Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 9 22598 City’s Acknowledgment State of Texas § § County of Dallas § This instrument was acknowledged Before Me on the ____ day of _______________, 2007, By Douglas N. Stover, Mayor of the City of Coppell, Texas, a Texas municipality, on behalf of said municipality. ___________________________________ Notary Public, State of Texas My Commission Expires: _________________________ Owner’s Acknowledgment State of Texas § § County of _______ § This instrument was acknowledged Before Me on the ____ day of ________________, 2007, by Jeff D. Thornton, the Senior Vice President of Duke Realty Corporation, the general partner of Duke Realty Limited Partnership, an Indiana limited partnership, on behalf of said partnership. Notary Public, State of Texas My Commission Expires: Duke Realty Ltd-Industrial III/Tax Abatement Agreement –Page 10 22598 Exhibit “A” Legal Description of Land DESCRIPTION, of a 16.151 acre tract of land situated in the Cordelia Bowen Survey, Abstract No. 56, in the City of Coppell, Dallas County, Texas; and being part of that tract of land described in a Special Warranty Deed as "Tract 1" to Duke Realty Limited Partnership recorded in Instrument No. 200600301442 of the Deed Records of Dallas County, Texas; said 16.151 acre tract being more particularly described as follows: BEGINNING, at a 1/2-inch iron rod with "Pacheco Koch" cap found at the south end of a corner-clip at the intersection of the west right-of-way line of Beltline Road (a 120-foot wide right-of-way) with the north line of Dividend Drive, a (90-foot wide right-of-way) according to the plat of Lot 1 and Lot 2, Block C Duke Lesley Addition Dividend Drive and Point West Boulevard recorded in Inst. No. 20070240528, of said Deed Records; THENCE, North 89 degrees, 57 minutes, 33 seconds West, along the said north line of Dividend Drive, a distance of 928.81 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for the beginning of a tangent curve to the left; THENCE, in a southwesterly direction, continuing along the said north line of Dividend Drive and along said curve, having a central angle of 27 degrees, 56 minutes, 26 seconds, a radius of 495.00 feet, a chord bearing and distance of South 76 degrees, 04 minutes, 14 seconds West, 239.00 feet, an arc distance of 241.39 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; THENCE, North 27 degrees, 53 minutes, 59 seconds West, departing the said north line of Dividend Drive, a distance of 59.99 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; THENCE, North 00 degrees, 02 minutes, 27 seconds East, a distance of 773.36 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found for corner; THENCE, South 89 degrees, 57 minutes, 33 seconds East, a distance of 31.21 feet to a 1/2-inch iron rod with "Pacheco Koch" cap found in the west line of Lot 1, Block B, Coppell Business Center II, an addition to the City of Coppell, Texas according to the plat recorded in Volume 98008, Page 11 of the said Deed Records; THENCE, South 00 degrees, 29 minutes, 23 seconds West, along the west line of said Lot 1, Block B, a distance of 199.68 feet to a 3/4-inch iron pipe found for corner; THENCE, North 89 degrees, 25 minutes, 45 seconds East, along the south line of said Lot 1, Block B, a distance of 1,174.28 feet to a 1/2-inch iron with "DCA" cap found for corner in the said west line of Beltline Road; THENCE, South 00 degrees, 02 minutes, 27 seconds West, along the said west line of Beltline Road, a distance of 626.52 feet to the north end of said corner-clip; THENCE, South 45 degrees, 02 minutes, 27 seconds West, along the said corner-clip, a distance of 21.21 feet to the POINT OF BEGINNING; CONTAINING: 703,527 square feet or 16.151 acres of land, more or less. 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: ȱȱ Engineering December 11, 2007 29 ✔ CONTRACT/BID or PROPOSAL Consider approval of an Engineering Services Contract with Teague Nall & Perkins, Inc. to provide professional engineering and design services for the Freeport Parkway Infrastructure Improvements (from West Sandy Lake Road to Ruby Road), Project #ST 05-02 A; in an amount not to exceed $432,300.00 as provided for in CIP funds; and authorizing the City Manager to sign. Approval of this agreement will allow the city to move forward with the design for the Phase A segment of Freeport Parkway between Ruby Road and West Sandy Lake Road. Staff recommends approval of the contract agreement with Teague Nall & Perkins, Inc. and will be available to answer any questions at the Council meeting. Funds are available in the Street CIP accounts for this contract. Staff recommends approval of the contract with Teague Nall & Perkins, Inc. #Freeport Pkwy A Design Contr MEMORANDUM TO: Mayor and City Council FROM: Keith R. Marvin, P.E., Project Engineer DATE: December 11, 2007 REF: Consider approval of an Engineering Services Contract with Teague Nall, and Perkins, Inc. to provide professional engineering and design services for the Freeport Parkway Infrastructure Improvements (from West Sandy Lake Road to Ruby Road), Project #ST 05-02A; for a total maximum fee of $432,300.00; as provided for in CIP funds; and authorizing the City Manager to sign. The agenda item this evening is to award a design contract to Teague Nall, and Perkins, Inc. for the design of improvements from West Sandy Lake Road to Ruby Road. The design of Freeport Parkway will have several challenges that will need certain expertise. This engineering firm has significant experience in municipal projects. They were the design engineer for the recently completed portion of West Sandy Lake Road. We are confident that this firm and their staff assigned to the project will do a quality job and complete the design in a timely manner. Freeport Parkway currently narrows to a two lane asphalt roadway approximately 24 feet in width just north of the entrance to Wagon Wheel Park. This project will expand this section to a 4-lane divided thoroughfare within 110’ of right of way. There is a bridge structure over Cottonwood Creek that will need to be replaced as part of the project as well. This project will improve drainage and extend water and sewer lines where none exist today. Staff recommends approval of entering into a contract with Teague Nall, and Perkins, Inc. in the amount of $432,300.00 for the design of improvements for Freeport Parkway from West Sandy Lake Road to Ruby Road. Staff will be available to answer questions at the Council meeting. CITY OF COPPELL CONSULTING ENGINEERS CONTRACT STATE OF TEXAS § KNOW ALL BY THESE PRESENTS § CITY OF COPPELL § THIS ENGINEERING SERVICES CONTRACT, hereinafter referred to as "Contract," made, entered into and executed this the _______day of ______________, 2007, by and between the City of Coppell acting by and through the City Manager with approval of the City Council hereinafter referred to as "City", and Teague Nall & Perkins, Inc., hereinafter referred to as "Engineer". WITNESSETH WHEREAS, the City desires to contract for Professional Engineering Services, hereinafter referred to as "Services", in connection with the FREEPORT PARKWAY PHASE A IMPROVEMENTS (from W. SANDY LAKE RD. to RUBY RD.) PROJECT #ST 05-02 A hereinafter referred to as the "Project"; and WHEREAS, the Engineer is acceptable to the City and is willing to enter into a Contract with the City to perform the hereinafter defined Services necessary to complete the Project; and WHEREAS, said Services shall be as defined herein and in the detailed Basic Services, Attachment A, and Special Services, Attachment B, incorporated herein by attachment and by reference; and WHEREAS, this contract shall be administered on behalf of the City by its City Engineer or his duly authorized representative. The Engineer shall fully comply with any and all instructions from said City Engineer. Page 2 AGREEMENT NOW, THEREFORE, the City and the Engineer, in consideration of the mutual covenants and agreements herein contained, do mutually agree as follows: The City agrees to retain the Engineer, and the Engineer agrees to provide Services in connection with the Project as defined herein, and for having rendered such Services the City agrees to pay to the Engineer fee for these Services as mutually agreed. All Services under this Contract shall be performed under the direct supervision of the City Engineer. 1. Scope of Services, A. Basic Services Parts A, B, C & D: The work tasks and activities to be performed and deliverable to be provided by the Engineer shall be in accordance with Attachment A, Scope of Services, including modifications to the Basic Services as mutually agreed to by the City and the Engineer in accordance with the provisions of this Contract. B. Additional Services Not Included In Basic Services: When mutually agreed to in writing by the City and the Engineer, the Additional Services shall be provided by the Engineer. These Additional Services are not included as a part of Basic Services and shall be paid for by the City in addition to payment for Basic Services. Should it be determined that one or more of the requirements of this Contract conflict with the requirements of the Scope of Services, including modifications to the Scope of Services or any attachments to this contract; the requirement of the Contract shall govern. 2. Progress Schedule. Within ten (10) days after receiving Notice to Proceed (NTP) the Engineer shall submit to the City a Schedule of Services consisting of a listing of the major Project tasks, the estimated consultant hours required to perform the tasks, the percentage of the Contract budget estimated to be allocated to each task and a bar chart schedule showing task beginning and completion dates. Significant milestones for the Project shall be identified. At a minimum, milestones shall be provided for the three design submittals described in Attachment A, Scope of Services: Schematic Design Submittal, Preliminary Design Submittal, and Final Plans, Specifications, and Estimate (PS&E) Submittal. Based on Schedule of Services, the Engineer shall compile the Project Schedule which shall become a part of this Contract upon approval of the City and the Engineer. The Engineer shall provide to the City information to report and monitor the design tasks within the Project Schedule by completing a "Design Progress Report" on a monthly basis, or on a schedule mutually agreed upon by City and Engineer. The Page 3 Engineer shall complete and provide to the City said report at mutually agreed upon intervals. 3. Compensation. A. Basic Services Parts A, B, C & D Fee: The Engineer shall be paid a fee for Basic Services Part I under this Contract pursuant to the Fee Schedule described in Attachment A, Scope of Services. Basic Services Part I Fee shall not exceed the lump sum of Three Hundred Nineteen Thousand Five Hundred Dollars ($319,500.00) provided, however, that modifications to the Basic Services, or other conditions defined herein may necessitate a change of Fee which shall be reduced to writing and approved by the City or its designee. B. Additional Services Fee as Attached: The Engineer should be paid a fee under this contract for services pursuant to the Fee Schedule described in Attachment A, Scope of Services. Additional Services Fee shall not exceed the lump sum of One Hundred Twelve Thousand Eight Hundred Dollars ($112,800.00). B. Total Maximum Fee: Total Maximum Fee for this Contract shall be a lump sum of Four Hundred Thirty-Two Thousand Three Hundred Dollars ($432,300.00). C. Invoices: The Engineer shall submit invoices at not less than thirty (30) calendar days for Basic Services Part I and/or Basic Services Part II on or before the twenty fifth (25th) calendar day of the month, or the preceding business day if the twenty fifth occurs on a weekend and/or observed holiday. Payment shall be based on the invoices submitted to the City, provided that Services completed as indicated in the Design Progress Reports approved by the City equals or exceeds the increment percentage requested on the Engineer's invoices. Engineer's invoices to City shall provide complete information and documentation to substantiate Engineer's charges and shall be in a form to be specified by the City Engineer. Should additional documentation be requested by the City Engineer the Engineer shall comply promptly with such request. D. Payments: All payments to Engineer shall be made on the basis of the invoices submitted by the Engineer and approved by the City. Following approval of invoices, City shall endeavor to pay Engineer promptly, however, under no circumstances shall Engineer be entitled to receive interest on amounts due. The City, in compliance with Texas State law, shall process a maximum of one payment to the Engineer per month. City reserves the right to correct any error that may be discovered in any invoice whether paid to the Engineer or not, and to withhold the funds requested by the Engineer relative to the error. Page 4 4. Fee Increases. Any other provision in this Contract notwithstanding, it is specifically understood and agreed that the Engineer shall not be authorized to undertake any Services pursuant to this Contract requiring the payment of any fee, expense or reimbursement in addition to the fees stipulated in Article 3 of this Contract, without having first obtained specific written authorization from the City. The written authorization for additional Services shall be in the form of a Modification to the Scope of Services approved by the City Engineer and/or the City Council, if required. 5. Modifications to the Scope of Services. Either the Engineer or the City Engineer may initiate a written request for a Modification to the Scope of Services when in the opinion of the requesting Party, the needs and conditions of the Project warrant a modification. Upon the receipt of a request by either Party, the Engineer and the City Engineer shall review the conditions associated with the request and determine the necessity of a modification. When the Parties agree that a modification is warranted, the Engineer and the City Engineer shall negotiate the specific modification(s) and any changes in the Total Maximum Fee or Project Schedule resulting from the modification(s). Approval of a modification shall be in the form of a written Modification to the Scope of Services which clearly defines the changes to the previously approved Scope of Services, Fee and/or Project Schedule. Said written Modification shall be approved by Engineer, authorized by the City Council, if required, and issued by the City Engineer. Issuance of the approved Scope of Services modification shall constitute a notice to proceed with the Project in accordance with the modified Scope of Services. The City Engineer may issue written Modifications to the Scope of Services without prior approval of the City Council when the modifications are to be accomplished within the authorized Total Maximum Fee and do not materially or substantively alter the overall scope of the Project, the Project Schedule or the Services provided by the Engineer. 6. Project Deliverables. For each submittal identified in Attachment A, Scope of Services, the Engineer shall provide the City with one set of reproducibles, one set of bluelines or hard copy and electronic media of the submittal documents. For any required environmental assessment, the Engineer shall provide one set of draft and one set of final Environmental Reports. The Environmental Reports shall be submitted as original reproducibles and on electronic media. The electronic file may omit photographs and government prepared maps. If photographs are included in the report they shall be taken with a 35 mm camera or larger format camera. Color laser copies may be substituted for the original photographs in the final report. A transmittal letter shall be included with the Environmental Reports and shall include an executive summary outlining: a.) Findings of the Reports; b.) Conclusions; c.) Recommendations; and d.) Mitigation/remediation cost estimates. 7. Project Control. It is understood and agreed that all Services shall be performed under the administrative direction of the City Engineer. No Services shall be performed under Page 5 this Contract until a written Notice to Proceed is issued to the Engineer by the City Engineer. In addition, the Engineer shall not proceed with any Services after the completion and delivery to the City of the Conceptual Design Submittal, Preliminary Design Submittal, or the Final PS&E Submittal as described in the Basic Services without written instruction from the City. The Engineer shall not be compensated for any Services performed after the said submittals and before receipt of City's written instruction to proceed. 8. Partnering. The City shall encourage participation in a partnering process that involves the City, Engineer and his or her sub-consultants, and other supporting jurisdictions and/or agencies. This partnering relationship shall begin at the Pre-Design Meeting and continue for the duration of this Contract. By engaging in partnering, the parties do not intend to create a legal partnership, to create additional contractual relationships, or to in any way alter the legal relationship which otherwise exists between the City and the Engineer. The partnering effort shall be structured to draw on the strengths of each organization to identify and achieve reciprocal goals. The objectives of partnering are effective and efficient contract performance and completion of the Project within budget, on schedule, in accordance with the Scope of Services, and without litigation. Participation in partnering shall be totally voluntary and all participants shall have equal status. 9. Disputes. The City Engineer shall act as referee in all disputes under the terms of this Contract between the Parties hereto. In the event the City Engineer and the Engineer are unable to reach acceptable resolution of disputes concerning the Scope of Services to be performed under this Contract, the City and the Engineer shall negotiate in good faith toward resolving such disputes. The City Engineer may present unresolved disputes arising under the terms of this Contract to the City Manager or designee. The decision of the City Manager or designee shall be final and binding. An irreconcilable or unresolved dispute shall be considered a violation or breach of contract terms by the Engineer and shall be grounds for termination. Any increased cost incurred by the City arising from such termination shall be paid by the Engineer. 10. Engineer's Seal. The Engineer shall place his Texas Professional Engineers seal on all engineering documents and engineering data prepared under the supervision of the Engineer in the performance of this Contract. 11. Liability. Approval of the Plans, Specifications, and Estimate (PS&E) by the City shall not constitute nor be deemed a release of the responsibility and liability of Engineer, its employees, subcontractors, agents and consultants for the accuracy and competency of their designs, working drawings, tracings, magnetic media and/or computer disks, estimates, specifications, investigations, studies or other documents and work; nor shall such approval be deemed to be an assumption of such responsibility by the City for any defect, error or omission in the design, working drawings, tracings, magnetic media and/or computer disks, estimates specifications, investigations, studies or other documents Page 6 prepared by Engineer, its employees, subcontractors, agents and consultants. Engineer shall indemnify City for damages resulting from such defects, errors or omissions and shall secure, pay for and maintain in force during the term of this Contract sufficient errors and omissions insurance in the amount of $250,000.00 single limit, with certificates evidencing such coverage to be provided to the City. The redesign of any defective work shall be the sole responsibility and expense of the Engineer. Any work constructed, found to be in error because of the Engineer's design, shall be removed, replaced, corrected or otherwise resolved at the sole responsibility and expense of the Engineer. The parties further agree that this liability provision shall meet the requirements of the express negligence rule adopted by the Texas Supreme Court and hereby specifically agree that this provision is conspicuous. 12. Indemnification. Engineer shall indemnify, hold harmless and defend the City of Coppell, its officers, agents and employees from any loss, damage, liability or expense, including attorney fees, on account of damage to property and injuries, including death, to all persons, including employees of Engineer or any associate consultant, which may arise from any errors, omissions or negligent act on the part of Engineer, its employees, agents, consultants or subcontractors, in performance of this Contract, or any breach of any obligation under this Contract. It is further understood that it is not the intention of the parties hereto to create liability for the benefit of third parties, but that this agreement shall be solely for the benefit of the parties hereto and shall not create or grant any rights, contractual or otherwise to any person or entity. The parties further agree that this indemnification provision shall meet the requirements of the express negligence rule adopted by the Texas Supreme Court and hereby specifically agree that this provision is conspicuous. 13. Delays and Failure to Perform. Engineer understands and agrees that time is of the essence and that any failure of the Engineer to complete the Services of this Contract within the agreed Project Schedule shall constitute material breach of this Contract. The Engineer shall be fully responsible for its delays or for failures to use diligent effort in accordance with the terms of this Contract. Where damage is caused to the City due to the Engineer's failure to perform in these circumstances, the City may withhold, to the extent of such damage, Engineer's payments hereunder without waiver of any of City's additional legal rights or remedies. The Engineer shall not be responsible for delays associated with review periods by the City in excess of the agreed Project Schedule. 14. Termination of Contract. It is agreed that the City or the Engineer may cancel or terminate this Contract for convenience upon fifteen (15) days written notice to the other. Immediately upon receipt of notice of such cancellation from either party to the other, all Services being performed under this Contract shall immediately cease. Pending final determination at the end of such fifteen-day period, the Engineer shall be compensated on the basis of the percentage of Services provided prior to the receipt of notice of such Page 7 termination and indicated in the final Design Progress Report submitted by the Engineer and approved by the City. 15. Personnel Qualifications. Engineer warrants to the City that all Services provided by Engineer in the performance of this Contract shall be provided by personnel who are appropriately licensed or certified as required by law, and who are competent and qualified in their respective trades or professions. 16. Quality Control. The Engineer agrees to maintain written quality control procedures. The Engineer further agrees to follow those procedures to the extent that, in the Engineer's judgment, the procedures are appropriate under the circumstances. 17. Ownership. All Engineer's designs and work product under this Contract, including but not limited to tracings, drawings, electronic or magnetic media and/or computer disks, estimates, specifications, investigations, studies and other documents, completed or partially completed, shall be the property of the City to be used as City desires, without restriction; and Engineer specifically waives and releases any proprietary rights or ownership claims therein and is relieved of liability connected with any future use by City. Copies may be retained by Engineer. Engineer shall be liable to City for any loss or damage to such documents while they are in the possession of or while being worked upon by the Engineer or anyone connected with the Engineer, including agents, employees, consultants or subcontractors. All documents so lost or damaged while they are in the possession of or while being worked upon by the Engineer shall be replaced or restored by Engineer without cost to the City. 18. Project Records and Right to Audit. The Engineer shall keep, retain and safeguard all records relating to this Contract or work performed hereunder for a minimum period of three (3) years following the Project completion, with full access allowed to authorized representatives of the City upon request for purposes of evaluating compliance with provisions of this Contract. Should the City Engineer determine it necessary, Engineer shall make all its records and books related to this Contract available to City for inspection and auditing purposes. 19. Non-Discrimination. As a condition of this Contract, the Engineer shall take all necessary action to ensure that, in connection with any work under this Contract it shall 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 impairment unrelated to experience, qualifications or job performance, either directly, indirectly or through contractual or other arrangements. 20. Gratuities. City of Coppell policy mandates that employees shall never, under any circumstances, seek or accept, directly or indirectly from any individual doing or seeking Page 8 to do business with the City of Coppell, loans, services, payments, entertainment, trips, money in any amount, or gifts of any kind. 21. No Waiver. No action or failure to act on the part of either Party at any time to exercise any rights or remedies pursuant to this Contract shall be a waiver on the part of that Party of any of its rights or remedies at law or contract. 22. Compliance with Laws. The Engineer shall comply with all Federal, State and local laws, statutes, City Ordinances, rules and regulations, and the orders and decrees of any courts, or administrative bodies or tribunal in any matter affecting the performance of this Contract, including without limitation, worker's compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, Engineer shall furnish the City with satisfactory proof of compliance therewith. 23. Severability. In case one or more of the provisions contained in this Contract shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof and this Contract shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 24. Venue. With respect to any and all litigation or claims, the laws of the State of Texas shall apply and venue shall reside in Dallas County. 25. Prior Negotiations. This Contract supersedes any and all prior understandings and agreement by and between the Parties with respect to the terms of this Contract and the negotiations preceding execution of this Contract. 26. Contacts. The Engineer shall direct all inquiries from any third party regarding information relating to this Contract to the City Engineer. 27. Notification. All notices to either Party by the other required under this Contract shall be delivered personally or sent by certified U.S. mail, postage prepaid, addressed to such Party at the following respective addresses: City: City of Coppell, Texas 255 Parkway Blvd. Coppell Texas 75019 Ken Griffin, P.E., Director of Engineering Page 9 Engineer: Teague Nall & Perkins, Inc. 12160 N Abrams Rd. Suite 508 Dallas TX 75243 IN WITNESS WHEREOF, the City of Coppell, Texas and the Engineer has caused these presents to be executed by duly authorized representatives on the day and year set forth above. THE CITY OF COPPELL TEAGUE, NALL & PERKINS, BY: INC. BY: _______________________ ______________________________ Mayor Name & Title Date: __________________ Date: _________________________ ATTEST: ATTEST: _______________________ ______________________________ (CORPORATE SEAL) Page 10 ATTACHMENT "A" SCOPE OF SERVICES The Engineer agrees to render services necessary for the development and completion the Project as outlined herein. The Basic Services to be performed by Engineer under this Contract include the following: The scope of this project generally entails the design of a 3,500 LF section of Freeport Parkway from West Sandy Lake Road to the entrance of Wagon Wheel Park, including one full-width bridge. Freeport Parkway is to be designed as a 4-lane divided thoroughfare within a 110’ right-of-way. The design contract includes the following elements: 1. Design of the northbound and southbound lanes to replace existing two-lane asphalt roadway, beginning at the existing full pavement section at Wagon Wheel Park and extending to West Sandy Lake Road. The contracted portion will include design of a bridge over Cottonwood Creek to replace the existing two-lane structure, and will be designed in accordance with City standards and matching the bridge to be constructed on West Sandy Lake Road. 2. Hydrologic/hydraulic study of Cottonwood Creek in order to size bridge and determine effects to the floodplain, including preparation of map revisions. Work will also extend approximately 400 LF east to include property identified by City as possible area to be filled by owner. 3. Design of new underground storm drain facilities within the roadway as necessary to accommodate roadway and adjacent development runoff. 4. Existing water/sanitary sewer facilities shall be identified, and proposed stubouts/adjustments shown as necessary. Project also includes design of 2,500 LF of 12-inch water line to connect existing stub-outs from each end. Project also includes design of 450 LF of 8-inch sanitary sewer line beginning at an existing 15-inch line north of the bridge, and extending north to an existing manhole near Sandy Lake Rd. 5. Design of an 8’-10’ wide hike/bike trail path along west side of road. Bridge design shall include allowable space for hike/bike trail path. Page 11 6. Coordination with consultants and developers regarding design for adjacent properties. 7. Provide street light foundation location and conduit layout per TXU direction and City standard details. Scope does not include illumination design. 8. Provide boundary survey for six tracts requiring right-of-way dedication and prepare the necessary right-of-way document and related exhibits for acquisition of right-of- way. BASIC SERVICES: A. SCHEMATIC DESIGN 1. When requested by the City, the Engineer shall attend preliminary conferences with authorized representatives of the City regarding the project and such other conferences as may be necessary in the opinion of the City so that the plans and specifications which are to be developed hereunder by the Engineer, will result in providing facilities which are economical in design and conform to instruction from the City. 2. The Engineer shall attend such conferences with officials of other agencies including other engineering and/or surveying firms under contract with the City, as may be necessary in the opinion of the City for coordination of the proposed paving and related improvements with the requirements of such other agencies. It shall be the Engineer’s duty hereunder to secure necessary information from such agencies. 3. The Engineer shall advise the City with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The Engineer shall also advise the City concerning the results of same. Such surveys, tests, and investigations shall be made only upon authorization by and at the expense of the City. 4. Schematic layouts will be prepared utilizing digital aerial photograph/topographic files provided by the City. Alignment alternatives will be prepared using this information and discussed with the City to evaluate geometrics, impact to property, and right-of-way acquisition. Any obtained information regarding existing utility lines within the project limits from utility companies will be shown on the schematic. Boundary surveys of the six properties anticipated to be impacted will be ongoing during the schematic preparation. One schematic alignment will be chosen to proceed with preparation of right-of-way documents and preliminary plans. 5. The Engineer shall provide necessary design field surveys for his use in the preparation of preliminary and final plans and specifications. Page 12 Survey For Design: Provide detailed topographic survey for project along the alignment corridor. This will include horizontal and vertical location of existing above ground features and visible utility appurtenances throughout the length of the project corridor including, but not limited to, existing pavement, fences, water valves, fire hydrants and manholes. Flowlines of existing culverts will be shot and elevations provided. Survey limits will be 100’ Left/Right of the centerline, and trees greater than 10” diameter will be tied within this corridor. Topographic cross section survey will extend 250’ upstream and 400’ downstream from the centerline at the creek crossing for use in the hydraulic modeling. Also included will be a limited topographic survey for adjacent property to the east as identified by City for possible area to be filled by owner. (a) Establish control network utilizing GPS and City of Coppell published datum. Unless otherwise required, horizontal datum will be NAD 83 and NAVD 88 for vertical datum. (b) Contact utility companies and request them to locate utilities which cross or come close to proposed facilities. Perform field surveys to tie the horizontal and vertical locations of these utilities when located. (c) Establish vertical control benchmarks within the project limits on existing permanent structures. (d) Tie benchmarks to as-built plans for correlation of datum. (e) Tie right-of-way lines, property lines and corners, if found, fence lines, and other visible surface features to the survey control network within the proposed route. Identify properties by address number and/or business name. 6. The Engineer shall supply the schematic layout to all known utility companies, including franchised utilities and pipeline companies which have known existing facilities within the limits of the Project. One set of dated preliminary plans, and one set of dated and approved advertising (final) plans shall also be submitted at the appropriate intervals. B. PRELIMINARY DESIGN 1. Upon completion of the agreed upon schematic layout, the Engineer shall then proceed with preparation of the preliminary design of the project incorporating all comments received from the City and agreed upon by both the City and the Engineer into these plans. a. Prepare existing and proposed typical sections for the project. This will include pavement, base, and sub-base material callouts in accordance with the City’s design standards. b. Establish preliminary horizontal centerline alignment. Page 13 c. Establish preliminary vertical alignments for full-width roadway construction areas of project. d. Show major features on plan sheets including proposed edges of roadway, left turn bay limits, and median widths. e. Show preliminary storm system improvements. f. Develop sequence of construction for proposed project (roll plots with shading of major phases only). g. Show known utility crossings and nearby adjacent utilities, and other topographic features such as light standards, air release valves, and manholes as identified from field surveys and information provided by utility companies and the City’s record drawings. h. Provide preliminary bridge plans. 2. The Engineer shall provide detailed design data, profiles, cross-sections where appropriate, opinions of probable cost, and furnish two (2) copies of detailed preliminary design plans for the project to the City for review. 3. After receipt of preliminary design review comments from the City, the Engineer shall make all corrections noted and then commence preparation of the final design plans and specification/contract documents. C. FINAL PLANS, SPECIFICATIONS, AND ESTIMATE (P S & E) 1. Incorporating all City review comments from the preliminary design submittal, the Engineer will complete the final plans, prepare contract documents/specifications, and a final opinion of probable cost for the authorized construction units. This shall include summaries of bid items and quantities, but the Engineer does not guarantee that Contractor bids will not vary from such opinion. Each of these items (2 copies each) shall be submitted to the City for final approval. a. Develop miscellaneous sheets such as Title Sheet, Horizontal Control Sheet, General Notes & Quantities, and Standard Details. b. Prepare Erosion Control Plan sheets (full size, 1:40 scale) for proposed improvements. The successful bidder (contractor) will be required to supply and submit a formal SWPPP to the TCEQ as owner and operator of the construction project. c. Finalize Typical Sections including General Construction Sequencing and Traffic Control Notes. Page 14 d. Prepare Traffic Control Plan sheets (full size, 1:40 scale) and construction phasing plans for proposed improvements. e. Prepare Drainage Area Map (full size, 1:100 scale) for proposed pavement improvements throughout project. Drainage boundaries will be established through the use of existing development plans, USGS maps, and other data sources. Field surveying will not be performed to establish these boundaries. The final Drainage Area Map will include defined sub-areas with drainage I.D. numbers, area (acres), design frequency, time of concentration, intensity, runoff coefficients (“C”), and resulting sub- area flow (“Q”) consistent with the City of Coppell design standards. f. Prepare Storm Sewer Plan and Profile sheets (full size, 1:20 scale) to account for new storm sewer throughout project limits. These sheets will include lateral profiles. g. Prepare final Paving Plan and Profile sheets (full size, 1:20 horizontal scale) for project, and prepare final bridge plans. h. Provide final design cross sections every 50 feet along the project, to be included in the construction documents. i. Incorporate comments from the utility companies pertaining to the location of existing facilities and organize a utility coordination meeting among all impacted utilities at City Hall. j. Prepare Striping/Signage Plans (full size, 1:40 scale) for proposed project improvements. k. Provide conduit stub-outs across intersections and median openings per City Standards. l. Finalize Special Conditions, which will include Special Technical specifications. m. Meet with City to develop final phasing of construction and traffic control plan (to be included in construction plans). City will notify the City of Coppell Police and Fire Departments of all proposed construction phase traffic. n. Complete quantity take-off and prepare final estimate of probable construction cost based on final plans. o. Prepare final bid documents including bid proposal forms, construction plans, specifications, and contract documents. 2. After receipt of final plan/specifications/contract documents review comments from the City, the Engineer shall make all corrections noted and then furnish twenty (20) copies of contract documents and final bid plans to the City for distribution to Contractors for Page 15 bidding the Project. Contract documents shall contain the Notice to Bidders, Proposal, Wage Rates, General and Special Provisions, Special Specifications, Insurance Statement, Payment, Performance, and Maintenance Bonds, and all other required City Contract forms. 3. The original drawings of all plans shall be plotted in ink on approved plastic film sheets, or as otherwise approved by the City Engineer, and shall become the property of the City. City may use such drawings in any manner it desires provided, however, that the Engineer shall not be liable for the use of such drawings for any project other than the project described herein. D. CONSTRUCTION ADMINISTRATION 1. The Engineer will assist the City in the advertisement for bids--prepare Notice to Bidders for required newspaper advertising --and place notice with Texas Contractor magazine and Dodge Report. 2. The Engineer will attend a pre-bid meeting if deemed necessary by the City. 3. The Engineer shall assist in the tabulation and review of all bids received for the construction of the improvements, and shall make recommendations to the City concerning these bids. At any time during the construction of this project, the Engineer shall advise on special review shop drawings required of the Contractor by the Construction Contract(s). Such review shall be for general conformance with the design concept and general compliance with the plans and specifications under the Construction Contract(s). 4. After selection of Contractor(s) and award of contract(s) by the City, the Engineer will assist in the preparation of contract documents, including contract, performance, payment, and maintenance bonds and all other related City forms required to initiate construction on the project(s). 5. Engineer will arrange a pre-construction conference with City staff, Contractor(s), and all affected utility companies. 6. Engineer will provide periodic field representation and will monitor construction progress as often as Engineer deems necessary, including possible scheduled meetings with the project inspector and the Contractor(s) to discuss the construction progress. A written report can be provided to the City after each of these bi-weekly meetings if needed. 7. Engineer will consult and advise the City regarding the need for any contract change orders and will prepare change orders as required for City approval. 8. Engineer will be available for interpretation of plans and specifications as may be required by the Contractor(s) in the field. Page 16 9. The Engineer will, with assistance from the City Inspector on the project(s), prepare and process monthly and final pay requests from the Contractor(s) to the City. 10. Engineer will provide, in conjunction with the City, a final inspection of the project and provide a “punch list” of deficient items to the Contractor(s). 11. Engineer will revise construction drawings as necessary to adequately reflect any revisions in the construction from that which was represented on the plans and/or specifications. 12. Engineer will provide the City with one (1) set of mylar reproducible “Record Drawings” within 30 days after the completion of the project including updated digital files of the new construction for use in the City’s computerized mapping system. ADDITIONAL SERVICES: 1. Provide boundary survey for purpose of preparing necessary ROW documents for six parcels. Required steps will include: research the ownership and obtain deeds courthouse; prepare right-of-entry letters prior to starting field work; prepare a deed sketch to be used by field crews in performing the boundary surveys of said tracts; locate adjoining properties as required by Texas Board of Land Surveying; establish the existing right-of- way of Freeport Parkway; prepare right-of-way documents consisting of Exhibit A (Parcel Description) and Exhibit B (Parcel Map) for acquisition. 2. Provide geotechnical investigation report for design of bridge at creek crossing and roadway pavement. Subsurface conditions will be evaluated with two borings to 60 feet at the bridge, and six borings to eight feet for the remainder of the roadway. Laboratory investigations will be made of boring materials. Engineering report will address: soil, rock, and groundwater conditions; bridge foundation design recommendations; abutment and retaining wall recommendations; backfill and drainage recommendations; pavement design; and construction considerations. 3. Provide landscape architecture and irrigation design for the medians in accordance with City’s desired guidelines. It is anticipated that the Consultant will provide landscape design improvements based on established streetscape planting schemes as developed on the West Sandy Lake road section. The consultant will coordinate his efforts with the client’s representative as necessary. Efforts will include one (1) landscape design concept in sketch form that conveys the overall design idea that is based on established landscape requirements set for by the City. The design concept is intended to present to the owner for input and consensus before proceeding to design development phase. A preliminary opinion of probable construction cost will be developed at the schematic design phase. An Page 17 Irrigation design schematic to be incorporated will be presented at 60% review with final solution developed for 90% review. 4. Provide hydrology/hydraulic evaluation and analysis of one bridge location at the Cottonwood Creek crossing. The work will consist of analyzing the existing conditions at each site, and sizing the structures. The work will be consistent with the information needed to file an application for a Conditional Letter of Map Revision (CLOMR) and a Letter of map Revision (LOMR) required for this project. The limits for this project are defined as 200 ft upstream and 400’ downstream of the bridge location. The downstream property will be evaluated as directed by the City to evaluate potential fill by the land owner adjacent to the floodplain. The data collected for this task includes existing information possessed by City of Coppell in the form of studies, maps, engineering construction plans, and digital files as well as information generated in the field specifically for this project. The data collected will include the current-effective models from the Federal Emergency (FEMA), as well as best available models from other sources including the Map Mod models. The Hydrologic Analysis includes the work necessary to confirm the hydrologic models for Cottonwood Creek upstream of, and including, the existing and proposed crossings at Freeport Parkway. The Study discharges for existing conditions will be obtained from the current Flood Insurance Study, and/or models provided by the City as part of the Map Mod process. The best available models will be used for this project. The Hydraulic Analysis task includes the work necessary to complete the hydraulic analysis of Cottonwood Creek within the study area. The work will utilize the HEC-RAS computer model and will consist of the confirmation of the available current model, development of the post-project model, the delineation of the 100-year flood plain, and a confirmation of a “no-rise” condition in Base Flood Elevation (BFE) and Floodway. Coordination of the models with the adjacent property owners includes the communication of recommendations and analysis for this project as it relates to properties currently under development. TNP will prepare a brief summary of the final recommendations and results of the analysis. TNP will then begin the work necessary for the preparation and submittal of an application to the Federal Emergency Management Agency (FEMA), for a Conditional Letter of Map Revision (CLOMR). Final efforts will include the work necessary for the preparation and submittal of an application to the Federal Emergency Management Agency (FEMA), for a Letter of Map Revision (LOMR). It is understood that this work will be completed after the construction of the project and that the construction of the project will not be significantly different from the recommended design. Page 18 It will be the design intent to not impact the jurisdictional waters beyond the acceptable threshold in accordance with a nationwide permit of the Section 404 permitting regulations. Therefore, it is anticipated there will be no notification of the USACE required. Project scope will include an official determination of the jurisdictional waters and a letter report identifying project limitations. If impacts cannot be limited to the required threshold, and contact with the USACE and further report/permit preparation is required, then those efforts will be additional services. EXCLUSIONS: The intent of this scope of services is to include only the services specifically listed herein and none others. Services specifically excluded from this scope of services include, but are not necessarily limited to the items listed below. However, in the event the following tasks need to be performed, the Consultant and City may mutually agree upon a scope/fee amendment to facilitate the tasks: A. Providing an on-site representative. B. Environmental impact statements, assessments, and 404 permitting beyond that described. C. Fees for FEMA submittals, permits or advertising. D. Certification that work is in accordance with plans and specifications, beyond standard preparation of record drawings described. E. Environmental cleanup. F. Floodplain reclamation plans. G. Trench safety designs. H. Quality control and testing services during construction. I. Services in connection with condemnation hearings. J. Preliminary engineering report. K. Design of water and sanitary sewer lines beyond those described in scope. L. Design of retaining walls. M. On-site safety precautions, programs and responsibility. N. Consulting services by others not included in proposal. O. Traffic engineering report or study, or design of signals. Page 19 P. Title searches, boundary surveys, or property surveys other than six identified. Q. Street light illumination design. COMPENSATION: The conceptual opinion of probable construction cost for Paving/Drainage/Water/Sewer Improvements is $3,978,900. The maximum overall fee established herein shall not be exceeded without written authorization from the City of Coppell, justified by increased scope of services. The following is a summary of the estimated charges for the various elements of the proposed services: Part I: Basic Fee (lump sum) A. Engineering Design........................................................... $ 285,000 B. Surveying for Design ..........................................................$34,500 Subtotal: $ 319,500 Part II: Additional Services A. Reimbursable Expenses (printing, as-built prep, cost-plus) ……………$ 2,000 B. Boundary survey and ROW documents (6 parcels) …………………. $ 22,000 C. Geotechnical ………………………………………………………….. $ 9,800 D. Hydrology/Hydraulic Study/FEMA documents and USACE Jurisdictional Waters Determination ………….……………………… $ 40,000 Subtotal: $ 73,800 Part III: Additional Services – Landscape Architecture G. Landscape Architecture and Irrigation Design ..……………………… $ 39,000 Subtotal: $ 39,000 Maximum Fee Not to Exceed: $ 432,300.00 AGENDA REQUEST FORM DATE: December 11, 2007 ITEM #: 30 MAYOR AND COUNCIL REPORTS A. Report by Mayor Stover regarding Holiday Parade Thanks. B. Report by Mayor Stover regarding visits with Mockingbird Second graders, Coppell Youth Leadership and CHS Government classes. C. Report by Mayor Stover regarding reflections on Zelma Plumlee. D. Report by Mayor Stover regarding Metroplex Mayors’ Breakfast. E. Report by Mayor Stover regarding Christmas wishes. F. Report by Councilmember Brancheau regarding National League of Cities in New Orleans. Agenda Request Form - Revised 09/02 Document Name: %mayorreport AGENDA REQUEST FORM DATE: December 11, 2007 ITEM #: 31 NECESSARY ACTION RESULTING FROM WORK SESSION Agenda Request Form - Revised 02/04 Document Name: %necessaryactionwork AGENDA REQUEST FORM DATE: December 11, 2007 ITEM #: 32 NECESSARY ACTION RESULTING FROM EXECUTIVE SESSION Agenda Request Form - Revised 09/02 Document Name: %necessaryactionexec CERTIFICATE OF AGENDA ITEM SUBMISSION Council Meeting Date: December 11, 2007 Department Submissions: Item Nos. 9/F, 9/G, 9/H, 9/I and 29 were placed on the Agenda for the above-referenced City Council meeting by the Engineering Department. I have reviewed the Agenda Requests (and any backup if applicable) and hereby submit these items to the City Council for consideration. ____________________ Engineering Department Item No. 9/J was placed on the Agenda for the above-referenced City Council meeting by the Fire Department. I have reviewed the Agenda Request (and any backup if applicable) and hereby submit this item to the City Council for consideration. ____________________ Fire Department Item Nos. 9/K, 9/L, 10 and 11 were placed on the Agenda for the above- referenced City Council meeting by the Planning Department. I have reviewed the Agenda Requests (and any backup if applicable) and hereby submit these items to the City Council for consideration. ____________________ Planning 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 Age da and Packet for the n above-referenced City Council Meeting he same to the and hereby submit t City Council for consideration. ____________________ City Manager (or Deputy City Manager)