CP 2010-11-09
NOTICE OF CITY COUNCIL MEETING AND AGENDA
NOVEMBER 9, 2010
BOB MAHALIK, Place 2
Mayor Pro Tem
TIM BRANCHEAU, Place 1 BILLY FAUGHT, Place 5
BRIANNA HINOJOSA-FLORES, Place 3 MARVIN FRANKLIN, Place 6
MARSHA TUNNELL, Place 4 KAREN HUNT, Place 7
CLAY PHILLIPS, 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 7:30 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, November 9, 2010, at 5:30 p.m. for
Executive Session, Work Session will follow immediately thereafter, and Regular
Session will begin at 7:30 p.m., to be held at Town Center, 255 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.
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ITEM # ITEM DESCRIPTION
EXECUTIVE SESSION (Closed to the Public)
2. Convene Executive Session
A. Section 551.071, Texas Government Code - Consultation with City
Attorney and Section 551.072 – Deliberation regarding Real
Property.
1. Seek legal advice from the City Attorney concerning the
settlement and land purchases agreements with the
Billingsleys at Northlake.
B. Section 551.087, Texas Government Code – Economic
Development Negotiations.
1. West of Belt Line Road and North of Dividend.
WORK SESSION (Open to the Public)
3. Convene Work Session
A. Discussion regarding Board/Commission Appointments.
B. Presentation and Discussion regarding addition of Mausoleum
Services.
C. Discussion regarding the Sign Ordinance Revision.
D. Discussion of Agenda Items.
REGULAR SESSION (Open to the Public)
4. Convene Regular Session.
5. Invocation.
6. Pledge of Allegiance.
7. Comments from Mayor Pro Tem Mahalik.
8. Consider approval of a proclamation naming November 9, 2010 as
Matthew A. Bauer Day, and authorizing the Mayor to sign.
9. Report by Park Board.
10. Citizens' Appearances
CONSENT AGENDA
11. Consider approval of the following consent agenda items:
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ITEM # ITEM DESCRIPTION
A. Consider approval of minutes: October 26, 2010.
B. Consider approval of the purchase of a replacement Integrated
Library System from GIS Information Systems in the amount of
$95,157.00 as budgeted, and authorizing the City Manager to sign.
C. Consider approval of an Agreement with AJ Duffy and Company,
to provide contract administration and construction observation
services for the proposed Coppell Aquatic and Recreation Center
expansion project, and authorizing the City Manager and the
President of the Coppell Recreation Development Corporation to
sign.
D. Consider approval of an Ordinance for Case No. PD-214R4-C, Arbor
Manors Addition, Lot 4R1, Block A, (Medical Office), a zoning
change from PD-214R2-C (Planned Development-214 Revision 2-
Commercial) to PD-214R4-C (Planned Development-214 Revision 4-
Commercial), to attach a Detail Plan to allow the construction of a
4,639-square-foot medical office building on 0.69 acres of property,
located at the northwest corner of South Denton Tap Road and
West Braewood Drive and authorizing the Mayor Pro Tem to sign.
E. Consider approval of an Ordinance for Case No. PD-228R3-HC,
Vista Ridge Retail, Lot 2, Block A, (Whataburger), a zoning change
from PD-228-HC (Planned Development-228-Highway Commercial)
to PD-228R3-HC (Planned Development-228 Revision 3-Highway
Commercial), to allow a 3,687-square-foot restaurant with drive
through service on approximately 1.11 acres of property, located
on S.H. 121 approximately 210 feet east of North Denton Tap Road
and authorizing the Mayor Pro Tem to sign.
END OF CONSENT
12. Consider approval of the Carter Addition, PH III, Preliminary Plat, to
subdivide 20.28 acres of property into twenty-seven (27) single-family
residential lots and two (2) common area lots located on the south side of
Carter Drive, approximately 925 feet west of Moore Road at 441 Carter
Drive.
13. Consider approval of a Resolution approving the terms and conditions of
an Interlocal Agreement between the City of Carrollton and the City of
Coppell regarding the sale and purchase of communication equipment,
repair and related services; and authorizing the Mayor Pro Tem to sign.
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ITEM # ITEM DESCRIPTION
14. Consider and authorize City Manager to negotiate and execute a
purchase and sale agreement, and any necessary agreements and
instruments related thereto, for the transfer of Lot 2, Block A of the
Grapevine Springs Community Center Addition, approximately 0.1365013
acres of land, to the Coppell Economic Development Foundation, acting
as an independent foundation, for the resale of such property to Elias R.
Dragon and Ann M. Dragon.
15. Consider and authorize City Manager to negotiate and execute a
purchase and sale agreement, and any necessary agreements and
instruments related thereto, for the transfer of Lot 1, Block A; Lot 1, Block B;
Lot 1, Block C; Lot 1, Block D; Lot 1, Block E; Lot 1, Block F; Lot 2, Block G;
and Lot 2, Block A of the Old Town Addition, approximately 10.06 acres of
land, to the Coppell Economic Development Foundation, acting as an
independent foundation, for the resale of such property to CSE
Commercial Real Estate. L.P. for the future development of a mixed-use
center.
16. Discuss and consider approving a Development Agreement between the
City of Coppell and CSE Commercial Real Estate, L.P. and authorize the
City Manager to sign.
17. Discuss and consider approving a Shared Parking Agreement between
the City of Coppell and CSE Commercial Real Estate, L.P. and authorize
the City Manager to sign.
18. Consider approval of a Resolution approving a letter of support for the
creation of a Foreign Trade Zone to be located at 611 S. Royal Lane in
Coppell, Texas, and authorizing the Mayor Pro Tem to sign.
19. Consider appointments to the City's Boards/Commissions/Committees.
20. City Manager's Report.
A. Project Update and Future Agendas.
21. Mayor Pro Tem and Council Reports.
A. Report by Mayor Pro Tem Mahalik regarding the Holiday Parade
and Celebration.
B. Report by Mayor Pro Tem Mahalik regarding the Metroplex Mayors’
Meeting.
C. Report by Councilmember Franklin regarding the TML Conference –
Marketing for Retailers.
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ITEM # ITEM DESCRIPTION
22. Public Service Announcements concerning items of community interest
and no Council action or deliberation is permitted.
23. Necessary action resulting from Executive Session.
Adjournment.
____________________________________
Bob Mahalik, Mayor Pro Tem
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 5th day of November, 2010, at
__________________.
____________________________________
Libby Ball, City Secretary
DETAILED INFORMATION REGARDING THIS AGENDA IS AVAILABLE ON
THE CITY'S WEBSITE (www.coppelltx.gov) 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).
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KEY TO COUNCIL GOALS ICONS
COPPELL VISION 2030
Sustainable City Government
• Excellent City Services with high level of Customer Satisfaction
• “Green” City Operations and Facilities
• Excellent and Well-maintained City Infrastructure and Facilities
• Top Quality City Workforce
• Financial Resources to Support City Services
Business Prosperity
• Retention and Attraction of Businesses that generate revenues for the City
• Major Retail and Top Quality Business Office Park along I-635 and SH 121
• Old Coppell as a Small Town Village
• Community Commercial Centers
• House Offices and Home-Based Businesses
Community Wellness and Enrichment
• Community Gathering Places
• Recreation Programs and Services for all Generations
• Expand Cultural Arts Amenities and Opportunities
• Residents’ Wellness and Longevity
• Community Education Programs and Support of Top Quality Schools
• Multi-Use Trail Systems Connecting the City
Sense of Community
• Residents and Businesses Engaging and Contributing to the Coppell Community
• Strong Community Events and Festivals
• New Residents Welcome and Involved
• Effective Community Partnerships
• Future Civic Community Leaders’ Development
Special Place to Live
• Quality Housing for Family Generations
• Beautiful Green City
• Revitalizing Neighborhoods
• Mobility within Coppell
• Easy Access to Dallas-Fort Worth Regions
AGENDA REQUEST FORM
DATE: November 9, 2010
ITEM #: ES-2
EXECUTIVE SESSION
A. Section 551.071, Texas Government Code – Consultation with City Attorney and
Section 551.072 – Deliberation regarding Real Property.
1. Seek legal advice from the City Attorney concerning the settlement and
land purchases agreements with the Billingsleys at Northlake.
B. Section 551.087, Texas Government Code – Economic Development
Negotiations.
1. West of Belt Line Road and North of Dividend.
Agenda Request Form - Revised 02/04 Document Name: %exsessn
AGENDA REQUEST FORM
DATE: November 9, 2010
ITEM #: ES-3
WORK SESSION
A. Discussion regarding Board/Commission Appointments.
B. Presentation and Discussion regarding addition of Mausoleum Services.
C. Discussion regarding the Sign Ordinance Revision.
D. Discussion of Agenda Items.
Agenda Request Form - Revised 02/07 %wksessn
(PLEASE NOTE: If any alternate member, whose term is not expiring this year, is advanced to a regular member
position, then an alternate member needs to be appointed to serve for the remainder of the unexpired alternate’s
term.)
APPOINTEES TO
BOARDS/COMMISSIONS/COMMITTEES
ANIMAL SERVICES ADVISORY & APPEALS BOARD
2-YEAR VETERINARIAN Reid Garfield
(APPOINT 1)
BOARD OF ADJUSTMENT
2-YEAR REGULAR
(APPOINT 3)
2-YEAR ALTERNATE
(APPOINT 2)
COPPELL ECONOMIC DEVELOPMENT COMMITTEE
2-YEAR REGULAR
(APPOINT 5)
(PLEASE NOTE: If any alternate member, whose term is not expiring this year, is advanced to a regular member
position, then an alternate member needs to be appointed to serve for the remainder of the unexpired alternate’s
term.)
APPOINTEES TO
BOARDS/COMMISSIONS/COMMITTEES
KEEP COPPELL BEAUTIFUL COMMITTEE
2-YEAR REGULAR
(APPOINT 3)
KEEP COPPELL BEAUTIFUL COMMITTEE – YOUTH ADVISOR
1-YEAR STUDENT Geetika Rao
(APPOINT 2)
Goutham Kandru
LIBRARY BOARD
2-YEAR REGULAR
(APPOINT 4)
2-YEAR ALTERNATE
(APPOINT 1)
LIBRARY BOARD - YOUTH ADVISOR
1-YEAR STUDENTS Sai Panguluri
(APPOINT 2)
Nadir Khan
(PLEASE NOTE: If any alternate member, whose term is not expiring this year, is advanced to a regular member
position, then an alternate member needs to be appointed to serve for the remainder of the unexpired alternate’s
term.)
APPOINTEES TO
BOARDS/COMMISSIONS/COMMITTEES
PARKS AND RECREATION BOARD
2-YEAR REGULAR
(APPOINT 7)
2-YEAR ALTERNATE
(APPOINT 2)
PARKS AND RECREATION BOARD - YOUTH ADVISOR
1-YEAR STUDENTS Lauren Barbo
(APPOINT 2)
Nicholas Velez
PLANNING AND ZONING COMMISSION
2-YEAR REGULAR
(APPOINT 3)
PARKS AND RECREATION DEPARTMENT
CITY COUNCIL WORK SESSION AGENDA ITEM
DATE: November 9, 2010
TO: Mayor Pro Tem and City Council
FROM: Brad Reid, Director
RE: Presentation and discussion regarding the addition of Mausoleum services
at Rolling Oaks Memorial Center
BACKGROUND
Tom Omick, Cemetery Manager of Rolling Oaks Memorial Center, in an effort to provide for the
needs of the citizens of Coppell began a feasibility study for the placement of private estates,
crypts in the columbarium and above ground mausoleums at the cemetery grounds. These burial
options are not currently available in Coppell and are not scheduled to be until such time as Phase
II of ROMC is developed. Customers have notified Tom that they might have an interest in
additional burial options were they available at the center. The following is a brief summary of
Tom’s findings along with a recommendation to provide additional services at the cemetery.
Private Estates
John Gary of J. Stuart Todd, Inc. met with staff on February 12, 2010 to discuss ideas for creating
private estates and crypts for the columbarium. The private estates proposal consisted of minimal
capital investment and seemed to be an option that could be pursued by using existing funds to
create family estates defined by landscaped boundaries and memorial options. It was determined
that a demonstration estate on the west side of the property near Freeport Parkway would be the
initial step to test the market offering. The placement of hedges in this location was viewed as a
way to enhance the desirability of this property for customers concerned about the proximity to
the traffic on Freeport Parkway.
Crypts in the Columbarium
The crypt option discussion explored the feasibility of designing and building a structure for
crypts or utilizing existing spaces within the columbarium. It was determined that a 10’ by 30’
space designated for future niches could accommodate 17 crypts with minimal capital investment
and without significant structural impact to the columbarium. This proposal appeared to be a
viable option and it was determined that it would be brought forward in the future for approval
and funding.
Above ground mausoleums
Above ground mausoleums are a common feature in many area cemeteries. These structures
come in many shapes and sizes and can be reasonably priced for purchase. The recommended
mausoleums can be purchased for $12,460 each. They are delivered and set in place with
on a pre-poured concrete foundation. The typical foundation is 86” by 105” and costs $2,00
Landscaping costs are estimated at $3,000. An undeveloped section of property near the
columbarium has been proposed by Mr. Gary for the placement of up to six, double-casket
mausoleums. To ser
a crane
0.
ve as an example for prospective buyers, one structure can be purchased and
isplayed on site for customer evaluation. Additional units can be installed as they are ordered by d
interested parties.
RECOMMENDATION
Staff recommends the purchase and installation of one demonstration mausoleum for the total
cost of approximately $18,000. Funds remain in the construction account that could be utili
for this initial expenditure. In addition, it is recommended that a double-casket unit be offered f
sale at Rolling Oaks Memorial Center for $55,000, with a $10,000 reduction for a resident
purchase. Comparable mausoleums in this area sell for $60,000 (Blue Bonnet – Colleyville
$220,000 (Sparkman Hillcrest –
zed
or
) to
Dallas). This product offering will provide Coppell citizens with
nother burial option at a reasonable cost with minimal impact to the cemetery grounds or
Staff will be available at the Work Session to present this idea and to answer any questions.
a
significant capital investment.
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 Manager
November 9, 2010
8
✔
PROCLAMATION
Consider approval of a proclamation naming November 9, 2010 as MATTHEW A. BAUER DAY, and authorizing the
Mayor to sign.
Staff recommends approval.
!Eagle Scout Bauer - 1 AR
PROCLAMATION
WHEREAS, Eagle Scout is the highest rank a Boy Scout may achieve and
it requires hard work and lengthy preparation; and
WHEREAS, merit badges had to be earned and a service project conceived,
planned, managed, and completed in order to achieve the rank of Eagle Scout; and
WHEREAS, Matthew W. Bauer of Boy Scout Troop 840 completed a
major community service project, coordinating, building, and working with his
troop and the city of Coppell to install two owl houses in our city park; and
WHEREAS, the image of Coppell is positively advanced through the
success and achievements of this young man, who has exhibited initiative,
determination, and perseverance.
NOW, THEREFORE, I, Bob Mahalik, Mayor Pro Tem of the city of
Coppell, do hereby name Tuesday, November 9, 2010 as
MATTHEW W. BAUER DAY
IN WITNESS THEREOF, I have set my hand and caused the seal of the
city of Coppell to be affixed this ____ day of November 2010.
______________________________
Bob Mahalik, Mayor Pro Tem
ATTEST:
___________________________
Libby Ball, City Secretary
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
November 9, 2010
9
✔
REPORT
Report by the Park Board.
The semi-annual report will be made by a member of the Park Board.
No action necessary on this item.
%boardreport
AGENDA REQUEST FORM
DATE: November 9, 2010
ITEM #: 10
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
November 9, 2010
11/A
✔
PROCEDURAL
Consider approval of minutes: October 26, 2010.
Minutes of the City Council meeting held on October 26, 2010.
Staff recommends approval.
%minutes
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MINUTES OF OCTOBER 26, 2010
The City Council of the City of Coppell met in Regular Called Session on Tuesday,
October 26, 2010, at 6:00 p.m. in the City Council Chambers of Town Center,
255 Parkway Boulevard, Coppell, Texas. The following members were present:
Bob Mahalik, Mayor Pro Tem
Tim Brancheau, Councilmember
Brianna Hinojosa-Flores, Councilmember
Marsha Tunnell, Councilmember
Billy Faught, Councilmember
Marvin Franklin, Councilmember (late arrival)
Karen Hunt, Councilmember (late arrival)
Also present were City Manager Clay Phillips, City Secretary Libby Ball and City
Attorney Robert Hager.
1. Call to order.
Mayor Pro Tem Mahalik called the meeting to order, determined that a
quorum was present and convened into Executive Session.
Councilmembers Franklin and Hunt arrived prior to convening Executive
Session.
EXECUTIVE SESSION (Closed to the Public)
2. Convene Executive Session
A. Section 551.071, Texas Government Code - Consultation
with City Attorney and Section 551.072 – Deliberation
regarding Real Property.
1. Seek legal advice from the City Attorney concerning
the settlement and land purchases agreements with
the Billingsleys at Northlake.
B. Section 551.087, Texas Government Code – Economic
Development Negotiations.
1. North of Bethel Road and East of Royal Lane.
2. West of Belt Line Road and North of Airline Drive.
C. Section 551.072, Texas Government Code - Deliberation
regarding Real Property and Section 551.087 – Economic
Development Negotiations.
1. West of Coppell Road and South of Bethel Road.
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Mayor Pro Tem Mahalik convened into Executive Session at 6:17 p.m.
Mayor Pro Tem Mahalik adjourned the Executive Session at 7:10 p.m. and
opened the Regular Session.
REGULAR SESSION (Open to the Public)
4. Convene Regular Session.
5. Invocation.
Councilmember Faught led those present in the Invocation.
6. Pledge of Allegiance.
Mayor Pro Tem Mahalik led those present in the Pledge of Allegiance.
7. Consider approval of a Proclamation naming the week of October
23 through October 31, 2010 as Red Ribbon Week, and
authorizing the Mayor Pro Tem to sign.
Presentation:
Mayor Pro Tem Mahalik read the proclamation for the record and presented
the same to Office R.J. Harr and McGruff.
Action:
Councilmember Franklin moved to approve the proclamation naming the
week of October 23 through October 31, 2010 as Red Ribbon Week, and
authorizing the Mayor Pro Tem to sign. Councilmember Hinojosa-Flores
seconded the motion; the motion carried 7-0 with Mayor Pro Tem Mahalik
and Councilmembers Brancheau, Hinojosa-Flores, Tunnell, Faught,
Franklin and Hunt voting in favor of the motion.
8. Consider approval of a proclamation naming the week of
November 1, 2010 - November 5, 2010 as Municipal Courts Week,
and authorizing the Mayor Pro Tem to sign.
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Presentation:
Mayor Pro Tem Mahalik read the proclamation for the record and presented
the same to Judge Moseley and various court employees.
Action:
Councilmember Hinojosa-Flores moved to approve the proclamation
naming the week of November 1, 2010 - November 5, 2010 as Municipal
Courts Week, and authorizing the Mayor Pro Tem to sign. Councilmember
Faught seconded the motion; the motion carried 7-0 with Mayor Pro Tem
Mahalik and Councilmembers Brancheau, Hinojosa-Flores, Tunnell,
Faught, Franklin and Hunt voting in favor of the motion.
9. Citizens' Appearances.
Mayor Pro Tem Mahalik advised no one signed up to speak.
10. Consider approval of the following consent agenda items:
A. Consider approval of minutes: October 12, 2010.
B. Consider approval of accepting the resignation of Brian
Letzkus from the Coppell Education Development
Corporation.
C. Consider approval of an Annual Report from the Coppell
Education Development Corporation.
D. Consider approval of a Resolution approving an Amended
and Restated Tax Abatement Agreement between the City
of Coppell and CCI-B Gateway I, LP, and authorizing the
Mayor Pro Tem to sign.
Action:
Councilmember Tunnell moved to approve Consent Agenda Items A, B, C,
and D carrying Resolution No. 2010-1026.1. Councilmember Hunt
seconded the motion; the motion carried 7-0 with Mayor Pro Tem Mahalik
and Councilmembers Brancheau, Hinojosa-Flores, Tunnell, Faught,
Franklin and Hunt voting in favor of the motion.
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11. City Manager's Report.
A. Project Update and Future Agendas.
City Manager Clay Phillips gave a project update on the Parks Department.
They received their accreditation which put them as the 6th department in
the state to receive such an award. This item will come forward in a future
meeting for Council’s recognition. Mr. Phillips also reminded the Council
that they have one meeting in November, which will have the Old Coppell
documents ready for their action, and one meeting in December, which will
feature Dan Shelly and Fred Hill.
12. Public Service Announcements concerning items of community
interest and no Council action or deliberation is permitted.
Nothing to report.
13. Council Committee Reports.
A. Carrollton/Farmers Branch ISD/Lewisville ISD – Tunnell.
B. Coppell ISD – Mahalik and Hinojosa-Flores.
C. Coppell Seniors – Brancheau and Faught.
D. Dallas Regional Mobility Coalition –Hunt.
E. International Council for Local Environmental Initiatives
(ICLEI) – Brancheau.
F. Metrocrest Hospital Authority – Tunnell.
G. Metrocrest Medical Foundation – Mahalik.
H. Metrocrest Medical Services – Hinojosa-Flores.
I. Metrocrest Social Services – Franklin.
J. North Texas Council of Governments – Tunnell.
K. North Texas Commission – Hunt.
L. Senior Adult Services – Franklin.
A. Councilmember Tunnell reported that the LISD Board of Trustees is
conducting a Superintendant search. An online survey is available.
They plan to interview in January and name the new Superintendant
in February.
B. Councilmember Hinojosa-Flores announced that Red Ribbon Week
kicked off with a well-attended breakfast. The Engineer Expo will be
held at the high school on November 7 from 2-5 p.m. Finally, the next
Day at the Ballpark will be May 9, 2011.
C. Councilmember Faught stated the following events are scheduled:
November 8 – Shopping at Firewheel Town Shopping Center;
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November 16 – National Cowgirl Museum Hall of Fame;
November 17 – Annual Thanksgiving Luncheon.
D. Councilmember Hunt said DRMC has posted their Legislative Agenda
on their website.
E. Nothing to report.
F. Councilmember Tunnell announced that Farmers Branch nominated
someone for the Board. More information will follow.
G. Mayor Pro Tem Mahalik said the Gala on October 23 at Le Cordon
Bleu Institute was a big success. Everyone is looking forward to next
year.
H. Councilmember Hinojosa-Flores reported that the Medical Hospital
Authority requested to move next door into the recently vacated
Senior Medical Clinic.
I. Councilmember Franklin said Metrocrest Social Services continues to
see an increase in need with 46 families coming in for food on
October 25. The organization can barely keep food on the shelves.
They have plans to relocate in February or March.
J. Nothing to report.
K. Councilmember Hunt stated the Super Bowl Host Committee will
host the 100 Day Countdown Luncheon on October 28 at Cowboys
Stadium with an all-star celebrity panel. Also, North Texas
Commission will sponsor a luncheon on November 18 with Lt.
Governor David Dewhurst.
L. Councilmember Franklin announced Senior Adult Services is in the
process of acquiring a new van. They adopted the new budget and
have scheduled the next fundraiser for March 5 at Sam Pack’s Car
Museum. Tickets will be $25 each. Finally, the Book Worm Bash
will be held November 5-6 at Addison Circle.
14. Necessary action resulting from Executive Session.
Nothing to report.
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There being no further business to come before the City Council, the
meeting was adjourned.
____________________________________
Bob Mahalik, Mayor Pro Tem
ATTEST:
____________________________________
Libby Ball, City Secretary
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:
Library
November 9, 2010
11/B
✔
CONTRACT/BID or PROPOSAL
Consider approval of the purchase of a replacement Integrated Library System from GIS Information Systems in the
amount of $95,157.00 as budgeted, and authorizing the City Manager to sign.
The adoption of the 2010-2011 budget includes the scheduled replacement of the library’s Integrated Library System.
The current system is near the end of its expected service life and enhancements to the software are being phased
out. An RFP was issued to find a replacement system that would offer a higher level of service to citizens while
providing a lower maintenance cost over time.
Funds are budgeted in the Information Systems Department, Computer Equipment account for this purchase.
(01-11-01-5000)
Staff recommends approval of the contract with GIS Information
Systems
+IntegratedLibrarySystem - 1AR
CONTRACT
NOVEMBER 1st, 2010
The City of Coppell Library,
Coppell, TX
Polaris Library Systems
PO BOX 4903 ● SYRACUSE, NY 13221-4903
1-800-272-3414 ● FAX 1-315-457-5883 ●
http://www.polarislibrary.com
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11/1/10 The City of Coppell Library Contract Page 2 of 25
THIS AGREEMENT, is made between GIS Information Systems., Inc. doing business as Polaris Library Systems, a
wholly owned subsidiary of PLS Solutions, Inc. a New York corporation, with its principal place of business at
103 Commerce Boulevard, Liverpool, New York (herein after referred to as "Polaris"), and the City of Coppell
Library, 177 Heartz Road, Coppell, TX 75019 (hereinafter referred to as "LIBRARY").
WITNESSETH:
WHEREAS, Polaris has developed a computerized system (hereinafter referred to as "Polaris ILS”®) consisting of
hardware and software and related services, and the LIBRARY intends to purchase and/or license such
hardware, software and related services at its location(s);
NOW, THEREFORE the parties mutually agree as follows:
1. Definitions
1.1. "Hardware" and “System Software” is defined as those items so listed under Schedule C herein and which
are resold under license by Polaris.
1.2. "Software" is defined as the integrated library system computer programs that are proprietary to Polaris,
including, but not limited to, (a) the integrated library system software in the system server(s), and (b)
the client software resident in the workstation(s). The Software is listed in Schedule D and includes all
corrections, modifications and updates thereof.
1.3. "Software Materials" is defined as any machine readable or printed material, including but not limited to
documentation stored on CD, On-Line Help files and hard-copy guides, which are designated by Polaris as
available under license to libraries who have licensed the program to which those materials relate.
1.4. “Services” is defined as all services provided by Polaris, including but not limited to Data Migration,
Installation and Training, as identified in the Schedules attached herein.
1.5. “Live Date” is defined as the day on which the LIBRARY uses the System in a live, production mode for
normal daily business, including searching the public access catalog and circulating materials. Warranty
on software, and subscription service costs, are measured from this date.
1.6. “System” is defined as the total complement of Hardware, System Software and Software as sold to the
LIBRARY by Polaris under this Agreement and which is installed at the LIBRARY location(s) noted herein.
For the purposes of this Agreement, components supplied by any party other than Polaris shall not be
considered as part of the “System”.
1.7. ”Third Party Software” means the object code of the software, including Software Materials and updates,
that is owned by an entity other than Polaris and which is sublicensed by Polaris to the LIBRARY pursuant
to the conditions of this Agreement.
2. Furnishing of Deliverables
Based on the statistics in Schedule A, which the LIBRARY agrees are reasonably correct as of the date of
this Agreement, and subject to any special conditions appended in Schedule I, Additional Considerations,
Polaris will provide deliverables detailed in the following Schedules at the fees indicated in said
Schedules:
Schedule B: Database Services
Schedule C: Hardware and System Software
Schedule D: Polaris ILS Software Licenses
Schedule E: Services
Schedule F: Hardware Maintenance
Schedule G: Software Maintenance and System Support
Schedule H: Payment Schedule
Schedule I: Additional Considerations
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3. Installation Schedule
3.1. Following the signing of this Agreement, the LIBRARY and Polaris will develop a mutually agreeable
Implementation Plan which shall include, but not be limited to, identification of all required tasks, a
timeline of all required tasks, an indication of whic h party is responsible for completion of each task, and
expected duration of each task. Upon completion of installation and implementation, pursuant to Article
1.5. herein, both parties shall mutually agree to a Live Date.
4. Term and Termination
4.1. This Agreement is effective upon final signature and for an initial term ending one year from the Live
Date. It shall then be renewed automatically for one-year periods unless the LIBRARY notifies Polaris of
its intention not to renew at least ninety (90) days prior to the expiration of the original or any extended
term.
4.2. If either party is considered to be in material breach of any of the terms and conditions of this
Agreement, the aggrieved party shall give written notice thereof, including a reasonably detailed
statement of the nature of such alleged breach, to the other party. The party considered to be in breach
of this Agreement will have thirty (30) days after notice is received to cure such breach, or, if the breach
cannot reasonably be cured within thirty (30) days, the party shall provide a written estimate of the time
needed to cure such breach, shall commence to cure such breach within ten (10) days of notice from the
aggrieved party and shall diligently continue to prosecute such cure to completion. If the party
considered to be in breach fails to cure, commence to cure in timely manner, or diligently prosecute such
cure to completion, the aggrieved party, at its option, shall be entitled to terminate this Agreement or
suspend its performance under the Agreement for as long as the breach remains uncorrected, and avail
itself of any and all remedies available under this Agreement, at law or in equity.
4.3. In the event either party becomes insolvent or voluntarily or involuntarily bankrupt or a receiver,
assignee or other liquidating officer is appointed for all or substantially all of the business of either party,
or if either party makes an assignment for the benefit of creditors, then the other party, at its option
may immediately terminate this Agreement by notice to the offending party to that effect. In no event
shall this Agreement be assigned or assignable by operation of law or by voluntary or involuntary
bankruptcy proceedings or otherwise, and any such assignment or attempted assignment shall be void
and in no event shall this Agreement or any rights or privileges hereunder be an asset of either party
under any bankruptcy, insolvency or reorganization proceedings.
4.4. Subject to the conditions of Article 4.2, if this Agreement is suspended or terminated by the LIBRARY,
whether for cause or convenience, then, effective upon the date of suspension or termination, the
LIBRARY shall be relieved of further payment obligations, and shall be liable for payment only for those
goods and Services satisfactorily received prior to the date of suspension or termination. If the Agreement
is terminated, any pre-paid maintenance fees shall be refunded to the LIBRARY to the date of
termination on a pro-rated basis. If the Agreement is mutually reinstated, then the LIBRARY shall
reassume its payment obligations.
5. Return or Destruction of Licensed Software
If this Agreement is terminated, whether for cause or convenience, and the right to continued use of the
Software and Software Materials under the conditions set forth herein is withdrawn, then all Software
and Software Materials must be returned to Polaris, or if so requested in writing by Polaris, destroyed.
Within one (1) month after the date of cessation or termination of any license granted hereunder, the
LIBRARY will furnish to Polaris if requested, a certification that through the LIBRARY's best efforts and to
the best of the LIBRARY's knowledge, the original and all copies of the Software and Software Materials
received from Polaris or made in connection with such license have been returned or destroyed. This
requirement will apply to all copies in any form, including translations, whether partial or complete, and
whether or not modified or merged into other Software Materials as authorized herein.
6. Payment
6.1. Fees enumerated in Schedules B through G are summarized in Schedule H herein. Unless specified
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elsewhere in this Agreement, unit costs for Polaris Software and Services will be held at the quoted
rate(s) for 1 year from the execution of this Agreement. Costs for additional third party software,
hardware and services are subject to change and will be quoted at the then current rate.
6.2. Payment for all deliverables shall be made in accordance with the terms set forth in Schedule H herein.
6.3. Payment in full on all invoices is due according to the terms of this contract or within 30 days of the
invoice date, whichever date is later. Within twenty (20) days of rece ipt of the invoice, the LIBRARY may
serve Polaris with written notice disputing any charge. If the dispute is not resolved within twenty-five
(25) days of receipt of said written notice, then either party may file for arbitration.
6.4. In the event that payment is not made in full according to the specified terms, a service charge will be
added to the undisputed balance after deducting all payments and credits. For any payment considered
past due and undisputed by the LIBRARY, the LIBRARY agrees to pay interest at 1% per month (effective
annual rate of 12%) on the unpaid balance or the highest rate permitted by law, whichever is less.
6.5. If failure to pay according to the terms of this Agreement causes this account to be assigned for
collection, or causes legal action to be taken, the LIBRARY agrees to pay all costs of collection incurred
by Polaris, including court costs and reasonable attorney fees, if the LIBRARY is found to be at fault.
6.6. In the event the Live Date is other than the first day of the month, maintenance and subscription service
fees will be pro-rated accordingly. Subscription service fees are subject to change annually, such change
commencing one (1) year from the Live Date and effective upon one hundred and twenty (120) days
written notice to the LIBRARY. Maintenance fees are subject to change annually, such change
commencing two (2) years from the Live Date and effective upon one hundred and twenty (120) days
written notice to the LIBRARY. If the charge for any service provided under this Agreement is increased
by Polaris, the LIBRARY may, with ninety (90) days prior written notice, terminate this agreement upon
the effective date of such increase. Otherwise the new charges will become effective upon the date
specified in the notice.
6.7. Polaris reserves the right to offer new goods and/or services at any time during the initial or extended
term of this Agreement. Where such goods and/or services involve a one-time and/or an ongoing fee,
Polaris shall provide the LIBRARY with ninety (90) days written notice of any such offer.
6.8. For Polaris Software purchased after the execution date of this Agreement but prior to the Live Date, a
one year warranty will be provided. For Polaris Software purchased after the Live Date of this Agreement,
maintenance charges will commence upon the installation date of the Software.
7. Licenses
7.1 Polaris and the LIBRARY agree that the following terms and conditions will apply to any LIBRARY order for
Polaris licensed Software programs, Third Party Software and Software Materials that is accepted by
Polaris. Polaris will (1) furnish such licensed Software, Third Party Software and Software Materials to
the LIBRARY; (2) grant to the LIBRARY a non-transferable, non-exclusive, and non-sublicenseable license
to use the Software, Third Party Software and Software Materials; (3) provide Software Service and
maintenance, as described herein.
7.2. Each license granted under this Agreement authorizes use of the licensed Software, Third Party Software
and Software Materials by the LIBRARY(s) specified herein. The LIBRARY may not rent, lease or provide
access to the Software and/or Third Party Software to any other entity, or use the Software and/or Third
Party Software as part of a commercial time-sharing, subscription bureau or service bureau operation.
7.3. All licensed Software and/or Third Party Software, including any subsequent updates purchased and any
part thereof, may only be used on the system server(s) or Hardware configuration purchased from, or
authorized by, Polaris, and in such quantities as may be determined under Schedule D herein. Polaris ILS
server Software may be run on one Production server and on one or more Training servers. The Client
Software is for the use of the LIBRARY with no implied rights to distribute beyond reasonable use for
11/1/10 The City of Coppell Library Contract Page 5 of 25
LIBRARY functions. Following Polaris’ written authorization, all licensed Software and Third Party
Software may be copied, in whole or in part, only for use on the system server(s) or specified Hardware
configuration.
7.4. No title to or ownership of the Software, Third Party Software or Software Materials is transferred to the
LIBRARY, and they remain the proprietary property of the owning entity.
7.5. The LIBRARY shall not allow the Software, Third Party Software or any portion thereof to be reverse
compiled, disassembled, or in any way altered. The LIBRARY shall not modify any licensed Software or
Third Party Software in machine-readable form nor merge such Software or Third Party Software with
other software programs. The LIBRARY may customize Software Materials and on-line help files, but
Polaris disclaims any responsibility for their maintenance.
7.6. The LIBRARY must notify Polaris of the LIBRARY's intention to change the designation of the location at
which licensed Software is to be used. The change of designation will be effective upon the date set
forth in the notice confirming the change in designated location furnished to the LIBRARY by Polaris.
7.7. Polaris may terminate all proprietary licenses granted hereunder and require return of the Software,
Third Party Software and Software Materials upon written notice to the LIBRARY if the LIBRARY fails to
comply with these terms and conditions.
8. The LIBRARY’s Responsibilities
8.1. The LIBRARY will pay shipping charges for all Hardware.
8.2. The LIBRARY acknowledges the network and workstation requirements set forth under Section 2,
Schedule I herein, and will assume responsibility for purchasing, installing, configuring and maintaining all
other hardware components necessary, including but not limited to:
- Domain Controller
- Test/Training Server (minimum specification listed under Schedule I herein)
- Firewall
- network components,
- PC Workstations,
- Scanners,
- Printers,
- Uninterruptible Power Supplies,
- cables,
except where such components are sold by Polaris as a part of this Agreement. The LIBRARY will also
assume responsibility for determining, in consultation with Polaris, the viability of existing hardware
components in conjunction with the System.
8.3. The LIBRARY will provide a staff member as system administrator. If appropriate, based on the size and
complexity of the system, a second staff member should be designated as PC/network administrator.
Experience with Windows Server 2003/2008 and SQL is an advantage but not a requirement. The following
are areas in which the staff member (s) will be expected to be knowledgeable:
- Installation, booting and basic troubleshooting of Windows 2003/2008
- Fault tolerance and backup/recovery
- Security, user/group management
- Server management, licensing, registry management, remote access
- Network configuration/management in a TCP/IP environment (WINS,DNS,DHCP)
- Server-based tools for Win9x and NTWS
- Network Client Administration
At a minimum, the LIBRARY shall designate these two (2) key personnel for special training (System
Administration) in the use of the System. Should either assignment change, the LIBRARY shall promptly
inform Polaris. Training will be scheduled as mutually agreed by both parties. The key personnel shall be
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Polaris’ sole point(s) of contact with the LIBRARY following execution of this Agreement.
8.4. The LIBRARY will accept responsibility for all server operations, including, but not limited to, regularly
scheduled backups, server configuration updates, system software upgrades subject to Polaris’
agreement, installation and maintenance of current service packs and security patches, Software updates
pursuant to Article 8.6., and all costs associated with said requirements. Polaris assumes no liability for
data loss and/or unsatisfactory system performance as a direct result of the failure of the LIBRARY to
administer the server operations noted above. Failure by the LIBRARY to administer said server operations
may result in written notice from Polaris to limit, or withhold, its maintenance Services if, following a
thirty (30) day cure period, the LIBRARY, in Polaris’ reasonable opinion, is unable to provide a
satisfactory performance level for server operations. Written notice shall identify all alleged deficiencies
in server operations. Polaris shall resume its maintenance service when, in Polaris’ reasonable opinion,
server operations are resumed to a satisfactory performance level. Polaris’ approval will not
unreasonably be withheld.
8.5. The LIBRARY will provide Polaris with reliable and immediate remote access to the Polaris ILS. This access
must be sufficient, in Polaris’ sole opinion, to satisfy the implementation and on-going performance
requirements, the warranties and the conditions for Software Maintenance and System Support set forth
under this Agreement. At its sole discretion, the LIBRARY may provide Polaris with access to third party
hardware components in the event one or more of those components adversely affect the performance of
the Polaris ILS. Access should be provided via the Internet through Port 3389 on the LIBRARY’s firewall.
Failure by the LIBRARY to provide minimal access via the Internet may result in unresolved performance
issues and may void Polaris’ obligations with respect to on-going performance requirements and
warranties. The LIBRARY’s failure in this regard should not be considered just cause for delaying the
setting of a Live Date, as specified in article 1.5 herein.
8.6. With the exception of the services provided under Schedule E Services, Section 2, the LIBRARY will accept
responsibility for the installation, performance and maintenance of all Third Party hardware/software
components on the Polaris ILS that are not supplied by Polaris under this Agreement.
8.7. During the implementation process, the LIBRARY will provide Polaris with reliable remote access to their
current system to facilitate the extraction of the LIBRARY’s data, pursuant to the services provided under
Schedule B herein.
8.8. The LIBRARY will accept responsibility for the data concerning the LIBRARY’s system profile and system
parameters that it has provided to Polaris based on guidelines for the profile and parameters set by
Polaris. Polaris agrees to provide prompt written notice of any material discrepancy of which it becomes
aware between data provided by the LIBRARY and data required for effective functioning of the Software.
9. Site Preparation
It is understood and agreed that the aforesaid fees do not include any site preparation or installation
costs except as described in Schedule E, Services. The LIBRARY shall, at its own expense, prepare the
site to house the Hardware in accordance with the installation specifications presented in Polaris’
Proposal or supplied to the LIBRARY immediately following contract signing. Pursuant to those
specifications, the LIBRARY shall provide suitable electric service for operation of the Hardware and a
reliable connection to the network via the Internet. The LIBRARY is also solely responsible for preparing
an environment free of any and all impediments, including, but not limited to, asbestos, hazardous
materials, and/or hazardous conditions, that may interfere with Polaris’ ability to perform a successful
and timely installation of the System components. Site preparation shall be completed by the LIBRARY
within forty-five (45) days of contract signing.
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10. Privacy of Data
Polaris agrees not to use patron details such as names, addresses, etc., for any purpose other than
providing requested service to the LIBRARY and agrees not to transmit LIBRARY data to any third party,
except as requested by the LIBRARY.
11. Protection and Security
11.1.The LIBRARY will take appropriate action, by instruction, agreement or otherwise, with any persons
permitted access to licensed Software so as to enable the LIBRARY to satisfy its obligations under Article
7 herein.
11.2.All licensed Software Materials contain Polaris proprietary information, use of which is limited by the
licenses granted in this Agreement. The LIBRARY will not disclose or otherwise make available, except as
required by law, any licensed Software Materials in any form to any third party except to the LIBRARY's
employees, or to agents directly concerned with licensed use of the program. Subject to the limitations
of this article, the LIBRARY may make additional copies of the Software Materials.
12. Warranty
12.1.Polaris warrants that Polaris has the right to license the Software and Third Party Software listed in
Schedule D, Polaris ILS Software Licenses hereunder. Polaris further warrants that the Software will
perform substantially in accordance with Polaris’ Response to the LIBRARY’s Request for Proposal and
with the Software Materials in effect when shipped to the LIBRARY. Polaris agrees to make reasonable
efforts to correct all reproducible material errors in the Software and discrepancies between the
Software Materials and the actual Software performance, contingent upon the LIBRARY advising Polaris of
such errors within one (1) year from the Live Date, and thereafter when Software Maintenance and
System Support is in effect. Polaris disclaims any responsibility for the use or function of the Software
beyond the parameters set forth in the Software Materials. Pursuant to, but not limited by, Paragraph
12.3 herein, Polaris does not warrant that the operation of the licensed program will be uninterrupted or
error-free or that all program defects will be corrected. In addition, due to the continual development of
new techniques for intruding upon and attacking networks, Polaris does not warrant that the Software or
any equipment, system or network on which the Software is used will be free of vulnerability to intrusion
or attack.
THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY OTHER TYPE WHETHER
EXPRESSED OR IMPLIED, WRITTEN OR ORAL.
12.2. Polaris warrants that the LIBRARY shall acquire good and clear title to the Hardware purchased
hereunder, free and clear of all liens, claims, or encumbrances from a third party. Title to the Hardware
shall pass from Polaris to the LIBRARY upon shipment of the Hardware to the LIBRARY. Polaris shall
maintain a security interest in the Hardware that will be discharged when 100% of all payments against
the Hardware are made. Hardware purchased under this Agreement will be newly manufactured, unless
otherwise agreed to in writing by both parties.
12.3. Pursuant to Article 8.6 herein, Polaris disclaims any responsibility for correcting any adverse effects on
either the performance or operation of the Polaris ILS, or on the individual components of said System, as
a result of the LIBRARY’s use of (a) third party hardware or software, and/or (b) databases and networks
external to the Polaris ILS, in conjunction with the Polaris ILS, except where such third party hardware or
software has been approved by Polaris in writing prior to the installation of the Polaris ILS, or has been
provided by a Polaris business partner. Polaris may provide consultation Services or diagnostic support
relating to the LIBRARY’s use of such third party hardware and software, external databases and
networks, and shall reserve the right to charge, at the rate of $200 per hour with a minimum $400
charge. Assistance by Polaris staff in the re-building of server due to virus or “hacker” intrusion will be
billed at $500 per server.
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13. Software Maintenance and System Support
13.1. Telephone support and general release updates for the Software will be provided as part of the annual
Software Maintenance fee. Service coverage and limitations are set forth below.
13.2 Telephone diagnostic service is available during the following hours: 8:30am – 8:00pm, Eastern Standard
Time, Monday through Friday, excluding standard Polaris holidays. From 8:30-5:00pm Eastern Standard
Time customers will be able to call Customer Support and reach their Site Manager or Technical Support
Specialist. From 5:00pm-8:00pm Eastern Standard Time customers will reach the Site Manager or
Technical Support Specialist working at Polaris headquarters that night. At 8:00pm the phones will be
transferred to the answering service. Emergency referrals from Polaris' Operations Center to on-call
personnel will be available 24 hours per day, 7 days per week. Emergency assistance is limited to work in
correcting problems which impact critical functionality of the System. Software service calls that cannot
be solved immediately will be referred to specialists within the Operations Center.
13.3 Software maintenance covers:
- trouble-shooting of any Polaris ILS Software related problem;
- provision of updates to the latest version of the Polaris ILS Software within regular support hours as
noted under 13.2;
- support for SQL Reports interface with Polaris ILS Software;
13.4 Service limitations:
13.4.1 no on-site Software support service is included under this Agreement. Any on-site service
requested by the LIBRARY will be provided at Polaris’ per-call rates and terms then in effect.
13.4.2 Software support service does not include:
- server operating systems;
- client operating systems;
- third party PC software;
- network/communications software;
- web server/browser software (except where supplied by Polaris);
- PC trouble-shooting;
- virus protection, detection or removal; or repair of damage incurred through the infection
of a virus;
13.4.3 The following conditions are not covered as part of the Software Maintenance and System
Support service:
- fault or negligence on the part of the LIBRARY;
- failure of third party hardware/software;
- operator error that deviates from standard operating procedures as described in the
Software Materials;
- data loss and/or corruption as a result of any Hardware failure
At Polaris’ sole discretion, services performed beyond the scope of those services listed in 13.3 above, or
beyond the limitations listed in 13.4 above, may be billable at the rate of $200 an hour, with a minimum
$400 charge.
13.5 Software updates will be made available periodically . Polaris shall have full discretion as to the timing
and content of Software updates during the term of this Agreement. Failure to release Software updates
during any specific term does not constitute default on the part of Polaris because of the continuation of
the right to use telephone support and other support-related Services. Given the complexity of the library
automation environment, including such factors as evolving standards, developmental tools, and market
demands, Polaris reserves the right to modify its development plan for future releases for the best
interests of its current customers, its organization (from a support perspective) and future marketability.
13.6 Polaris and the LIBRARY will mutually agree upon a schedule for implementing Software updates. For any
agreed-upon schedule outside of Polaris’ regular business hours, Polaris reserves the right to charge at
the then current rate(s). Polaris will assume responsibility for updates to the server(s). The LIBRARY will
assume responsibility for updates to the client workstations. All mandatory Software updates must be
11/1/10 The City of Coppell Library Contract Page 9 of 25
installed within one (1) year of their release to insure proper program performance and continued
support. In conjunction with Article 8.4 herein, failure by the LIBRARY to install Software updates on the
client workstations within the agreed time frame may result in the termination of program service and
maintenance, or in the increase of program service and maintenance fees where appropriate.
13.7 Each type of program service and maintenance specified will be available unless discontinued by Polaris
upon one hundred and eighty (180) days written notice.
13.8 Polaris reserves the right to charge at $200 per hour with a minimum $400 charge for any additional
effort that results from providing Services for a licensed program altered by the LIBRARY.
14. Patent and Copyright
14.1.Polaris will defend the LIBRARY against any claim that licensed Software and/or Software Materials
furnished and used within the scope of the license granted herein infringe a U.S. patent or copyright and
Polaris will pay resulting costs, damages and attorney fees finally awarded, provided that: (a) the
LIBRARY promptly notifies Polaris in writing of the claim, and (b) Polaris has sole control of the defense
and all related settlement negotiations.
14.2.If such claim has occurred, or in Polaris' opinion is likely to occur, the LIBRARY agrees to permit Polaris at
its option at no additional expense to the LIBRARY either to procure for the LIBRARY the right to continue
using the licensed Software and/or Software Materials, or to replace or modify the same so that they
become non-infringing. If neither of the foregoing alternatives is reasonably available, the LIBRARY
agrees on one (1) month's written notice from Polaris to return or destroy all copies of the licensed
Software and/or Software Materials received from Polaris and all copies thereof, and to receive a refund
for any monies paid for said licensed Software and/or Software Materials, exclusive of any periodic
maintenance fees.
14.3.Polaris shall have no obligation to defend the LIBRARY or to pay costs, damages, or attorney's fees for any
claim based upon the LIBRARY’s use of licensed Software that has been altered by the LIBRARY without
Polaris’ express permission and in direct breach of Article 7.5. herein.
14.4.The foregoing states the entire obligation of Polaris with respect to infringement of patents or
copyrights.
15. Limitation of Remedies
15.1.For any claim concerning performance or non-performance by Polaris pursuant to or in anyway related to
the subject matter of this Agreement and any supplement hereto, the LIBRARY shall be entitled to
recover actual damages to the limits set forth in this section. No action, regardless of form, arising out of
this Agreement, may be brought by either party more than two (2) years after the cause of action has
arisen.
15.2.For any action brought within two (2) years of the execution of this Agreement, Polaris’ maximum
aggregate liability, whether for breach of contract, breach of warranty or in tort, including negligence,
will be limited to a maximum of all monies paid to date of action, exclusive of any subscription fees.
15.3.For any action brought more than two (2) years but less than five (5) years from the execution of this
Agreement, Polaris’ maximum aggregate liability, whether for breach of contract, breach of warranty or
in tort, including negligence, will be limited to a maximum of all monies paid for the Software, exclusive
of any maintenance and subscription fees.
15.4.For any action brought more than five (5) years from of the execution of this Agreement, Polaris’
maximum aggregate liability, whether for breach of contract, breach of warranty or in tort, including
negligence, will be limited to a maximum of all monies paid in the year in which the action was brought.
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15.5.This limitation of liability will not apply to Articles 14 and 25 herein, or to claims for personal injury to
the extent caused in whole or in part by Polaris' negligence.
15.6.IN NO EVENT WILL POLARIS BE LIABLE FOR ANY DAMAGES ARISING FROM THE USE, OPERATION, OR
MODIFICATION OF THE SYSTEM BY THE LIBRARY, OR FOR ANY LOST PROFITS OR OTHER
CONSEQUENTIAL, SPECIAL, OR INDIRECT DAMAGES, EVEN IF POLARIS HAS BEEN ADVISED, KNEW OR
SHOULD HAVE KNOWN, OF THE POSSIBILITY OF SUCH DAMAGES.
16. Waiver of rights
The waiver or failure of either party to exercise in any respect any right provided for herein shall not be
deemed a waiver of any further right hereunder.
17. Severability
If any provision of this Agreement is invalid, illegal or unenforceable under any applicable statue or rule
of law, it is to that extent to be deemed omitted, and the remaining provisions shall not be affected in
any way.
18. Headings
The headings of the various Paragraphs and Subparagraphs herein are for convenience only and shall not
control or affect the meaning or construction of any provisions of this Agreement.
19. Governing Law
This Agreement shall be subject to all applicable laws of the Federal Government of the United States of
America and to the laws of the State of Texas. The applicable law for any legal disputes arising out of
this Agreement shall be the law of the State of Texas. The prevailing party under in any action brought
under this Agreement shall be entitled to reasonable attorney fees and costs as awarded by the court
including any action at the appellate level.
20. Saving Clause
Typographical errors are subject to correction.
21. Assignments
Both parties agree that no sublicensing, or assignment of their rights or interest, nor delegation of their
duties under this Agreement shall be made or become effective without the prior written consent of the
other party. Any attempted sublicensing, assignment or delegation without prior written consent shall be
wholly void and ineffective for all purposes.
22. Taxes not included
The charges shown on this Agreement do not reflect applicable state and local taxes that may be added
to the amounts shown at the time of invoicing.
23. Whole Agreement
This Agreement and the documents listed below which are defined in aggregate as the Contract
Documents constitute the entire Agreement between the parties and supersedes all proposals, presenta-
tions, representations, and communications, whether oral or in writing, between the parties on this
subject. Neither party shall be bound by any warranty, statement, nor representation not contained
herein. The signatories acknowledge reading and agree to comply with all terms and conditions. In the
event of an inconsistency in the provisions of this Agreement or a dispute as to a subject not specifically
addressed by this Agreement, the following documents shall be consulted to resolve the dispute in the
following order of precedence:-
1. This Agreement;
2. Polaris’ Response, dated October 10th, 2010, to the LIBRARY’s Request for Proposal;
3. The LIBRARY’s Request for Proposal # 0103 issued September 2010;
11/1/10 The City of Coppell Library Contract Page 11 of 25
24. Force Majeure
Any delay or nonperformance of any provision of this Agreement caused by conditions beyond the
reasonable control of the performing party shall not constitute a breach of this Agreement, provided that
the delayed party has taken reasonable measures to notify the other of the delay in writing. The delayed
party’s time for performance shall be deemed to be extended for a period mutually agreeable to both
parties. Conditions beyond a party’s reasonable control include, but are not limited to, natural disasters,
acts of government after the date of the Agreement, power failure, fire, flood, acts of God, labor
disputes, riots, acts of war and epidemics. Failure of subcontractors and inability to obtain materials
shall not be considered a condition beyond a party’s reasonable control. This provision does not relieve
the LIBRARY of its obligation to make payments then owing.
25. Indemnification
Polaris agrees to indemnify, hold harmless and defend the LIBRARY and its agents, officials and
employees from any liability, claim or injury, related to or caused by fault or negligence of Polaris
employees or subcontractors.
26. Amendments
Amendments and modifications to all, or any part, of the Agreement and to the appendices and
referenced attachments, may be made, and shall be binding, only if in writing and signed by duly
authorized representatives of both parties.
27. Funding
LIBRARY represents that funding has been appropriated sufficient to purchase the deliverables set forth
in the Schedules attached to this Agreement.
28. Hardware and System Software Modification
Polaris reserves the right to adjust specific components of the Hardware and System Software to reflect
availability at the time of purchase. In no event shall any such adjustment (1) increase the overall cost of
the Hardware and System Software (unless prior written approval is given by the LIBRARY), and (2)
detract in any way from the performance of the Hardware and System Software as warranted herein.
29. Proprietary Information
The parties to this Agreement understand and agree that in the performance of work or services under
this Agreement, or in contemplation thereof, either party may have access to private or confidential
information which may be owned or controlled by the other party, and that such information may contain
proprietary details, disclosures, or sensitive information which disclosure to, or use by, a third party will
be damaging or illegal. Both parties agree that all information, disclosed by one party to the other, which
is in written form and which is marked confidential, shall be held in confidence and used only in
performance of services under this Agreement. Both parties shall exercise the same standard of care to
protect such information as is used to protect their own proprietary data.
30. Ownership of Data
Polaris acknowledges the LIBRARY’s ownership of the various databases installed upon the System. Upon
termination of this Agreement by either party, or upon conclusion of the Agreement term, Polaris agrees
to assist the LIBRARY in extracting all LIBRARY-owned data from the System. Such assistance shall
include personnel time and Polaris’ best efforts, provision of documentation regarding the format and
contents of the extracted data, verification that extracted data is complete and in a form suitable for use
by the LIBRARY, and other assistance necessary for the extraction of data. Such assistance shall be
provided by Polaris at no charge to the LIBRARY if termination of this Agreement by the LIBRARY comes as
a direct result of a breach, by Polaris, of any of the terms and conditions set forth herein; in all other
circumstances concerning termination, Polaris shall be entitled to charge the LIBRARY at its then current
rates for data extraction services, including any actual expenses for travel to LIBRARY. The data shall
include all contents of all files created, maintained, and owned by the LIBRARY, including all
bibliographic data, holdings data, patron data, in-process transaction data associated with circulation
control, cataloging, acquisitions, serials control, and any other activity or subsystem in use by the
11/1/10 The City of Coppell Library Contract Page 12 of 25
LIBRARY. Wherever standards such as MARC exist for the format of that data, Polaris will furnish such
data in the standard format. Appropriate documentation shall be provided. These Services will not be
delayed or withheld by Polaris in the event of any legal proceeding initiated by either party.
IN WITNESS WHEREOF the parties have duly executed and delivered this Agreement, which shall inure to
the benefit of and be binding upon the successors of the respective parties, as of the last date indicated
below.
ACCEPTED FOR THE LIBRARY ACCEPTED FOR POLARIS LIBRARY SYSTEMS.
By:________________________________ By: ___________________________________
Title:______________________________ Title: President, Polaris Library Systems.
Date:______________________________ Date:_________________________________
APPROVED AS TO FORM FOR POLARIS LIBRARY SYSTEMS
By: ___________________________________
Title: Manager, Contracts and Proposals
Date:_________________________________
11/1/10 The City of Coppell Library Contract Page 13 of 25
Schedule A
Library Statistics
1. Estimated number of Patron Records 29,140
2. Estimated number of Item Records 165,615
3. Estimated number of Bibliographic (MARC) Records 145,709
4. Estimated number of Authority Records N/K
5. Items Issued Annually 611,821
6. Staff Client Licenses 26
7. Name and address for central server location:
City of Coppell Town Center
244 Parkway Blvd.
Coppell, TX 75019
8. Other Locations:
William T Cozby Public Library
177 Heartz Road
Coppell, TX 75019
11/1/10 The City of Coppell Library Contract Page 14 of 25
Schedule B
Database Services
1. Data Migration
Estimated number of Patron Records: 29,140
Estimated number of Item Records: 165,615
Estimated number of Bibliographic (MARC) Records: 145,709
Source: Horizon
Total Cost
Bibliographic and Authority Record Migration /Test Load/Final Load –
145,709 bibliographic records, N/K authority records
$1,500
Item Record Migration/Test Load/Final Load – 165,615 records $3,000
Patron Record Migration/Test Load/Final Load – 29,140 records $1,000
Circulation Transaction Migration/Test Load/Final Load (includes reserves
and patron account information)
$3,500
Dynix Horizon Data Extraction – includes up to two (2) extractions of
bibliographic records, authority records (if any), item (holding) records, fines
and blocks, patron and patron address records, holds, and circulation
transaction records.
Maximum of 499,000 bibliographic records – additional charges apply for
extractions of more than 499,000 bibliographic records.
$8,000
Total – Database Services $17,000
Note: pricing for extraction services assumes the following conditions for access to the database:
Horizon data extraction:
- external IP address of the database server must be provided;
- SQL port number must be provided;
- SQL system administrator login/password must be provided;
- Trusted firewall access must be provided from a single IP address to be provided by Polaris;
- Access to RDP or PC Anywhere on a PC located on the same LAN as the server must be
provided, along with the following:
Java 1.4 or 1.5 must be installed, or be allowed to be installed on the PC
FTP must be permitted in order to allow files to be transferred to/from the PC to/from a
location outside the LAN
- Use of VPN is acceptable;
- Horizon database name must be provided if other than “horizon”;
- Specification of either Microsoft SQL Server or Sybase;
- Available access during all times and days specified as agreed to by the LIBRARY and Polaris;
Deviations from any or all of these access conditions will result in additional fees being assessed, to be
determined on a case-by-case basis.
11/1/10 The City of Coppell Library Contract Page 15 of 25
Schedule C
Hardware and System Software
Unit Expanded
Qty Description Price Price
Production Server
Quad Core Xeon 2.66GHz, 1333MHz CPUs, 16GB RAM, RAID
Hardware
1 Dell PowerEdge T710
Quad Core Intel Xeon 2.66GHz, 1333MHz CPU
16GB memory
Wide Tower Cabinet, redundant power supply
USB Keyboard & Mouse
DVD-ROM drive,
No Floppy
RAID controller
Network Adapter
LTO-3 400gb Tape Backup (internal)
(2) 146GB 15K rpm SCSI hot swap disks(System/Swap-RAID 1)
(2) 146GB 15K rpm SCSI hot swap disks(Temp-RAID 1)
(4) 146GB 15K rpm SCSI hot swap disks(Data-RAID 5)
3 Year 4-Hour Same Day On-Site Response 24 x 7
$10,458 $10,458
1 Dell 17” LCD Monitor $226 $226
1 Dell APC 1500VA UPS $548 $548
Sub-Total – Production Server $11,232
Warranty period is measured from the delivery date of the component
Backup Media
20 Backup Tapes LTO-3 $31 $620
Software
1 Microsoft Windows 2008 R2 Server License (P73-04966) $115 $115
1 Microsoft Windows 2008 R2 Server - Media (P73-04819) $30 $30
1 Microsoft SQL 2008 R2 Server per-CPU License (228-09456) $1,902 $1,902
1 Microsoft SQL 2008 Server – kit Media (228-08442) $30 $30
1 Microsoft SQL 2008 R2 Server – kit Media (228-09166) $30 $30
26 Windows 2008 Client Access Device License (R18-02639) $8 $208
1 Brightstor ARCServe r15 w/media (BABWBR1500W00G4) $579 $579
1 Brightstor ARCServe r15 SQL Agent (BABWBR1500W17G4) $743 $743
1 WS_FTP Professional $65 $65
Sub-Total – Production Server Software $3,702
Shipping Charges $150
Total - Hardware, System Software and Shipping $15,704
11/1/10 The City of Coppell Library Contract Page 16 of 25
Schedule D
Polaris ILS Software Licenses
Pursuant to Paragraph 12.1 herein and subject to the terms and conditions of this Agreement, Polaris will
grant non-transferable and non-exclusive licenses for the following Software for use by the LIBRARY.
Total Cost
1. Polaris ILS server & client Software $52,500
Includes: Polaris ILS Database, Z39.50 Server, SMTP for email notification,
Remote Patron Authentication, System Administration, System Reports
26 Staff Client Licenses
Unlimited PAC access
1 SimplyReports License
2. Polaris ILS Test/Training Server License x 1 N/C
3. Children’s interface to PAC N/C
4. EDI for Acquisitions Setup/Training x 3 vendors $3,000
- Ingram, Brodart, Midwest Tape
5. Self-Check interface to 3rd party Self-Check units (3M) x 3 $1,500
6. iTiva TalkingTech interface $2,500
7. Serials Pattern Templates $750
8. Mobile PAC $3,000
9. PowerPAC Premium Customization Package N/C
10. URL Detective $1,000
11. Polaris ILS Software Materials – N/C
User Guides and Administrative Guides are available on the Production Server
Total - Polaris ILS Software Licenses $64,250
11/1/10 The City of Coppell Library Contract Page 17 of 25
Schedule E
Services
1. Implementation Services
Overview
Polaris shall provide implementation services involving project consultation and training. These services shall
include, but are not limited to:
Assigning an Implementation Manager whose role will be to work in conjunction with the LIBRARY
during the implementation phase of the contract.
Providing trainers to instruct the LIBRARY on the operation of the Polaris ILS application/system
administration consistent with the provisions set forth below.
Purpose of the Implementation Site Visit
Polaris’ Implementation Manager will schedule a two-day site visit to the LIBRARY to discuss:
Policy file creation
Data migration issues
Project planning
Implementation Process
Staff Client System Administration
The Implementation Site Visit requires the participation of the LIBRARY’s System Administrator as well as
representatives from each of the LIBRARY’s administrative units involved or affected by the implementation of
Polaris ILS.
Training Philosophy and Fees
Train-the-Trainer Approach: Polaris’s approach to training is to thoroughly train a core group (numbers
indicated below) at the customer site. This core group will receive in-depth training on the various subsystems.
This core group will, in turn, train the remainder of the LIBRARY staff. System Administration training is offered
as a three-day session in Syracuse, NY.
Prerequisites: Prior familiarity with Windows Vista and/or XP Professional is required for all trainees. Up to ten
(10) trainees allowed at each training session. Additional charges apply for additional trainees up to a maximum
of 15. Training materials will be provided for each session. Additional training days can be contracted for at a
cost of $1,800 per trainer per day including expenses. Training should take place in a room away from public
areas and have the capacity to hold the number of trainees and the Polaris trainer. It is strongly recommended
that each trainee have the use of a LIBRARY workstation with the Polaris ILS Staff client software installed.
Implementation Manager site visit and on-site training will be charged in whole days at $1,800 a day for each
Polaris staff member, all expenses included.
11/1/10 The City of Coppell Library Contract Page 18 of 25
Schedule E
Services - continued
Project Consultation:
2 Days On-Site Project Implementation Visit (including expenses) $3,600
Policy File Creation, Data Migration, Project Planning
Implementation Process, Staff Client System Administration
Polaris ILS Application Training/Consultation:
4 Days On-Site training covering the following subsystems (including expenses) $7,200
(To occur after system installation and initial database load)
Up to ten (10) trainees allowed per session.
PAC
Patron Services
Cataloging
3 Days On-Site training covering the following subsystems (including expenses) $5,400
(To occur after system installation and initial database load)
Up to ten (10) trainees allowed per session.
Acquisitions
Serials
Polaris ILS System Administration:
1 Day On-Site training covering the following (includes expenses) $2,150
Polaris ILS System Administration Interface (Prerequisite: Windows 2003/2008 Operations)
SA training must be held in conjunction with other training days.
Additional Functionality Training
SimplyReports training via downloadable video N/C
Sub-Total: Implementation Services $18,350
(includes all Polaris personnel expenses)
Optional Service
- additional days follow-up training/consultation @1,800 per day inc. expenses (minimum 2 days)
- workflow analysis/consultation @2,150 per day inc. expenses (minimum 2 days)
- Go-Live assistance at $1,800 a day inc. expenses (minimum 2 days)
A maximum of ten (10) trainees allowed per session. Additional charges apply for additional trainees. In no
case shall the number of attendees in any session exceed 15 people, as the quality of training is negatively
affected beyond this class size.
Training must be scheduled such that a minimum of two training days occur in any calendar week (Monday-
Friday)
11/1/10 The City of Coppell Library Contract Page 19 of 25
Schedule E
Services – continued
2. Installation
2.1 The installation fee for server Hardware and Software covers the integration, configuration, and
installation of all server Software, the staging of all server Hardware, and the on-site integration of the
server Hardware. Said services will be performed initially at Polaris’ offices and subsequently on-site by
Polaris technicians at the rates set forth below. Any additional days that are required on-site as a result
of the failure of non-Polaris equipment will be charged at $2,150 a day including expenses. The
LIBRARY will be responsible for the physical installation of the servers.
- Production server $500
- Test/Training server $500
On-site integration of servers (includes travel expenses) $4,300
Sub-Total: Installation Polaris ILS servers & server Software $5,550
11/1/10 The City of Coppell Library Contract Page 20 of 25
Schedule E
Services – continued
3. Subscription Service
Polaris is a reseller for Syndetic Solutions, which offers enriched content for display in the PAC, including
tables of contents, first chapters, full color cover images, reviews, etc. Pricing for Syndetic Solutions is an
annual subscription, based on annual circulation statistics. Price increases may occur on an annual basis, at
the time of subscription renewal. The LIBRARY’s reported annual circulation is 611,821.. Based on this
figure, the first-year annual subscription would be set as follows (the LIBRARY may de-select elements as
required to the minimum annual rate of $550):
Component Annual Cost
Table of Contents $294
Fiction and Biography Profiles $232
Find Similar Titles (must also buy Fiction Profile) $232
Series Information $294
Awards $294
Summaries $294
Cover Images $355
First Chapters/Excerpts $196
Author Notes Not Selected - Optional
PW Review (includes Criticas Review) Not Selected - Optional
LJ Review $294
SLJ Review $294
Choice Review Not Selected - Optional
Booklist Review $294
Horn Book Review Not Selected - Optional
Spanish Not Selected - Optional
German Not Selected - Optional
Video & Music 1 $355
Total Annual Subscription Fee $3,428
11/1/10 The City of Coppell Library Contract Page 21 of 25
Schedule F
Hardware Maintenance
Polaris agrees to provide and the LIBRARY agrees to accept service at the installation location(s) in Schedule A
for the items of Hardware shown below or on attached addenda. Telephone diagnostic service is available
during the following hours: 8:30am – 8:00pm, Monday through Friday. All hours are Eastern Time.
Line Hardware Annual Type
No. Qty Description Payment Maint
1.1 1 Dell PowerEdge T710 $0.00 DOS/SD/36
Quad Core Intel Xeon 2.66GHz, 1333MHz CPU, 16GB memory
Wide Tower Cabinet, redundant power supply
USB Keyboard & Mouse, DVD-ROM drive, No Floppy
RAID controller, Network Adapter
LTO-3 400gb Tape Backup (internal)
(2) 146GB 15K rpm SCSI hot swap disks(System/Swap-RAID 1)
(2) 146GB 15K rpm SCSI hot swap disks(Temp-RAID 1)
(4) 146GB 15K rpm SCSI hot swap disks(Data-RAID 5)
1.2 1 Dell 17” LCD Monitor $0.00 M/36
1.3 1 Dell APC 1500VA UPS $0.00 M/24
Type of Maintenance:
DOS/SD/36 = Dell onsite service with three (3) year service warranty commencing on the Delivery Date. Same Business
Day Response 24 x 7
M/24 = 2 year Manufacturer Warranty, LIBRARY pays cost of shipping. No replacement equipment while at repair.
Commencing on the Delivery Date.
M/36 = 3 year Manufacturer Warranty, LIBRARY pays cost of shipping. No replacement equipment while at repair.
Commencing on the Delivery Date.
Dell Maintenance Service Conditions:
- the service technician must receive full access to the unit(s) under coverage and (at no cost to Dell) have working space,
electricity, and a local telephone line. If these requirements are lacking, Dell is not obligated to provide onsite service.
- if the LIBRARY’S authorized representative is not at the location when the service technician arrives, the service
technician cannot service the unit(s) under coverage. The service technician will leave a card indicating that he or she
was there. If this occurs, the LIBRARY may be charged for a follow-up service call.
- if Dell determines that the defective unit is one that is easily disconnected and reconnected, or if it is determined that
the unit should be replaced as a whole unit, Dell reserves the right to send you a whole replacement unit. If a service
technician delivers the replacement unit to the LIBRARY in person, the LIBRARY must relinquish the defective unit to the
service technician. If the LIBRARY does not relinquish the defective unit to the service technician as requested above, or
if (in the event the defective unit was not delivered in person by a service technician) the defective unit is not returned
within ten (10) days, the LIBRARY agrees to pay Dell for the replacement unit upon receipt of invoice. Failure to honor
the invoice within ten (10) days after receipt will cause the cancellation of the service agreement and may result in
other legal steps.
- all parts removed from the unit(s) under coverage become the property of Dell. The LIBRARY will be obligated to pay at
the current retail price(s) for any service parts removed from the unit(s) under coverage and retained by the LIBRARY.
- the services Dell agrees to provide are repair services which are necessary because of any defect which exists or occurs
in materials or workmanship in the units under maintenance. Preventive maintenance is not included. Installation,
deinstallation, or relocation services and operating supplies are not included. Repairs necessitated by software
problems, or as a result of alteration, adjustment, or repair by anyone other than Dell (or its representatives) are not
included. Dell is not obligated to repair any unit under coverage which has been damaged as a result of (1) accident,
misuse, or abuse of the unit (including, but not limited to, use of incorrect line voltages, use of incorrect fuses, use of
incompatible devices or accessories, improper or insufficient ventilation, or failure to follow operating instructions) by
anyone other than Dell (or its representatives), (2) an act of God including, but not limited to, lightning, flooding,
tornado, earthquake, and hurricanes, or (3) the moving of the unit under coverage from one geographic location to
another or from one entity to another.
Schedule G
11/1/10 The City of Coppell Library Contract Page 22 of 25
Software Maintenance and System Support
1. Pursuant to Article 13 herein, the following software maintenance fees will apply:
Software Maintenance Fees: Annual
1. Polaris ILS server, client & SimplyReports Software $9,660
2. Brightstor ARCserve $355
3. Children’s interface to PAC N/C
4. EDI for Acquisitions x 3 vendors $750
5. Self-Check interface x 3 $270
6. iTiva TalkingTech interface $500
7. Serials Pattern Templates N/A
8. Mobile PAC $500
9. PowerPAC Premium Customization Package $1,000
10. URL Detective $150
Total: Annual Software Maintenance and System Support Fee.
Commencing one (1) year from the Live Date $13,185
Schedule H
11/1/10 The City of Coppell Library Contract Page 23 of 25
Payment Schedule
System Costs Purchase Price
Database Services (Schedule B) $17,000
Hardware and System Software (Schedule C) $15,704
Polaris ILS Software Licenses (Schedule D) $64,250
Services (Schedule E)
- Implementation $18,350
- Installation $5,550
- Enhanced Data Content for PAC Subscription Service $3,428
Sub-Total $124,282
Less Discount ($32,125)
Total: System Cost $92,157
1. Payment on Delivery
1.1 Services (Schedule E) $27,328
2. Payment for Database Services
2.1 Total Cost (Schedule B) $17,000
Payment for this cost to be made as follows:
50% upon completion of test load $8,500
50% upon completion of final load $8,500
3. Payment for Hardware and Software
3.1 Sub-Total Costs (Schedule C and D) $79,954
Less Discount ($32,125)
Total Costs $47,829
Payment for these costs to be made as follows:-
25% upon signing the Agreement $11,957.25
60% upon completion of Hardware/Software delivery $28,697.40
15% due thirty (30) days from Live Date $7,174.35
4. Annual Payments to Commence One (1) Year from the Live Date
4.1. Software Maintenance and System Support (Schedule G) $13,185
4.2. Enhanced Data Content for PAC Subscription Service (Schedule E) $3,428
Schedule I
11/1/10 The City of Coppell Library Contract Page 24 of 25
Additional Considerations
1. Returned Goods Authorization.
1.1 Goods mistakenly configured or shipped by Polaris will be picked up at Polaris’ expense and a full
credit will be applied to the customer’s account. In order to assure the timely handling of your
return, a Returned Materials Authorization number must accompany all returns.
1.2 Goods mistakenly ordered by the LIBRARY may be returned within 30 days of sale. If the return is in
its original packaging and fit for resale as new, the LIBRARY’s account will be credited for the selling
price less a 20% restocking fee and less any shipping and handling charges. The LIBRARY must obtain
a Returned Materials Authorization number and ship the return at its own expense, including
insurance for the replacement value of the return. If the return is lost in shipment, the LIBRARY
remains liable to Polaris for the full purchase price as invoiced and must collect from the carrier or
insurer. If the return is shipped to Polaris without a Returned Goods Authorization, an additional
tracing fee may be deducted from the value of the return. If the return is in a condition that
prevents its resale as new, the LIBRARY will receive credit only for the value as determined by
Polaris for use as maintenance spares or for sale as used equipment. Software licenses, barcode
labels and all custom goods are not returnable.
2. Network and Workstation Requirements
The Polaris ILS system is based on TCP/IP protocols over an Ethernet network, and uses industry
standard techniques and technology for networking. Polaris ILS network topologies and protocols
include powerful Ethernet 10BaseT and 100BaseT local area networks, high-speed fiber links, and
wide-area digital communications, running a variety of protocols, including TCP/IP. Polaris supports
Ethernet LANs using TCP/IP. All existing network hardware components must be TCP/IP compatible
and manageable. Polaris ILS is a PC-based system requiring Staff workstations running under
Windows XP Pro with current Service Pack (minimum memory 512MB), Vista Business with current
Service Pack (minimum memory 1GB), or Windows 7 Professional with current Service Pack. The
graphics card should have 4MB video memory or better. MACs with Ethernet cards and Internet
Explorer capability may also be used as PAC workstations. The required wiring is Category 5 (802.3
Ethernet compliant), capable of handling bandwidth from 10Mbps to 100Mbps. Analog equipment is
not compatible with the network. As an additional service, the LIBRARY may contract with Polaris
for detailed network plans, including design criteria, hardware, and pricing at the then current
rates.
Continued over ………………………..
Schedule I
11/1/10 The City of Coppell Library Contract Page 25 of 25
Additional Considerations
4. Minimum Specifications for Test/Training Server Hardware & Software
Test/Training Server – 10 users
Quad Core 2.66Hz CPU, 8GB memory
Hardware
Qty Product Description
1 Dell PowerEdge T310
Quad Core Intel Xeon 2.66Hz CPU
8GB memory
Tower cabinet
Redundant Power Supply
DVD-ROM drive, No Floppy
Ethernet NIC
RAID Contoller
USB Keyboard & Mouse
(1) 146GB 15K rpm SCSI disk (System/Temp DB)
(1) 146GB 15K rpm SCSI disk (Database/Logs)
3 Year On-Site Same Day Warranty 24x7
1 Dell 17” LCD Monitor
Software
1 Microsoft Windows 2008 R2 Server License (P73-04966)
1 Microsoft SQL 2008 R2 Server License (228-09407)
10 Microsoft SQL 2008 R2 Server Client Access Licenses (359-05326)
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:
Parks and Recreation
November 9, 2010
11/C
✔
CONTRACT/BID or PROPOSAL
Consider approval of an Agreement with AJ Duffy and Company, to provide contract administration and
construction observation services for the proposed Coppell Aquatic and Recreation Center expansion project, and
authorizing the City Manager and the President of the Coppell Recreation Development Corporation to sign.
See attached memo.
Funds are available in the CRDC account for this contract.
Staff recommends approval.
^AJ Duffy - 1AR
PARKS AND RECREATION DEPARTMENT
CITY COUNCIL AGENDA ITEM
Date: November 9, 2010
To: Mayor Pro Tem and City Council
From: Brad Reid, Director
Re: Consider approval of an Agreement with AJ Duffy and Company, to provide
contract administration and construction observation services for the proposed Coppell
Aquatic and Recreation Center expansion project, and authorizing the City Manager and
the President of the Coppell Recreation Development Corporation to sign.
Background:
The idea of having the services of contract administration and construction observation
for the possible expansion of the Aquatics and Recreation Center has been discussed for
many months. Earlier in 2010, the Parks and Recreation Department requested proposals
from professionals interested in providing this service. On Tuesday, May 25, 2010, the
City of Coppell Purchasing Department received 17 Qualification Submittals for RFQ-
0100 for Owners Representation, Construction Observation & Administration for the
expansion of the Coppell Aquatic & Recreation Center.
The Parks and Recreation Department reviewed the proposals, interviewed the candidates
with the specific qualifications that are desired, and narrowed the list to the final
candidate who brought the experiences that most closely matched the city’s requirements
for this position. The firm of AJ Duffy and Company most closely matches the stated
requirements. AJ Duffy and Company has been in the business of construction
administration for numerous government and school system projects for over 7 years.
Prior to opening his own contract administration company, Mr. Duffy served as the Chief
Building Inspector and Construction Code Inspector for the city of Garland since 1974.
Because of their years of direct and relevant experience, the Parks and Recreation
Department recommends AJ Duffy and Company for this very important project.
AJ Duffy will require a fee of 1.8% of the ultimate construction contract for which he
will be responsible. The current construction budget is approximately $5,500,000, with
the final number remaining to be determined through the bidding process. This budget
number does not include all FFE costs.
The CRDC approved award of this agreement at their September 13, 2010 meeting.
City Council Action requested:
Approval of an Agreement with AJ Duffy and Company, to provide contract
administration and construction observation services for the proposed Coppell Aquatic
and Recreation Center expansion project, and authorizing the City Manager and the
President of the Coppell Recreation Development Corporation to sign.
Staff Recommendation:
Approval of this item.
- 1 - 15301
STATE OF TEXAS §
§ AGREEMENT FOR PROFESSIONAL SERVICES
COUNTY OF DALLAS §
This agreement (“Agreement”) is made by and between the City of Coppell, Texas (“City”)
and AJ Duffey & Company, (the “Professional”) acting by and through their authorized
representatives.
Recitals:
WHEREAS, the City desires to engage the services of Professional as an independent
contractor and not as an employee in accordance with the terms and conditions set forth in this
Agreement; and
WHEREAS, the Professional desires to render professional services for the City in
accordance with the terms and conditions set forth in this Agreement;
NOW THEREFORE, in exchange for the mutual covenants set forth herein and other
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
agree as follows:
Article I
Term
1.1 This term of this Agreement shall begin on the last date of execution hereof (the
“Effective Date”) and continue on as needed basis.
1.2 Either party may terminate this Agreement by giving thirty (30) days prior written
notice to the other party. In the event of such termination the Professional shall be entitled to
compensation for any services completed to the reasonable satisfaction of the City in accordance
with this Agreement prior to such termination.
Article II
Scope Of Services
2.1 The Professional shall provide the services specifically set out in Exhibit “A”.
2.2 The parties acknowledge and agree that any and all opinions provided by the
Professional represent the best judgment of the Professional.
2.3 All materials and reports prepared by the Professional in connection with this
Agreement are “works for hire” and shall be the property of the City. The City shall have the right
to publish, disclose, distribute and otherwise use such materials and reports in accordance with the
Engineering Practice Act of the State of Texas. Professional shall upon completion of the services,
or earlier termination, provide the City with reproductions of all materials reports, and exhibits
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prepared by Professional pursuant to this Agreement, and in electronic format if requested by the
City.
Article III
Schedule Of Work
3.1 The Professional agrees to commence services upon written direction from the City
and to complete the required services in accordance with a work schedule established by the City
(the “Work Schedule”).
3.2 If the scope of the project of the CM consultant’s sercvices is changed materially,
the amount of the compensation shall be equitabley adjusted. If the contractor fails to obtain the
certificate of occupnacy within the construction time stipulated in the contractor’s contract CM
consultant shall be compensated pursuant to the same monthly payment amount stipulated in article
IV below, and such payments shall continue monthly through the month in which the certificate of
occupancy is received.
Article IV
Compensation And Method Of Payment
4.1 The City shall compensate the Professional for the services by payment of a fee as
set out in the schedule attached in Exhibit “A”.
4.2 The Professional shall be responsible for all expenses related to the services
provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile
charges, telephone, internet and email charges.
4.3 All payments shall be invoiced based on payment schedule that will be provided in
Amendment to the contract upon approval of construction cost and/ or GMP to be paid in equal
payments based upon the construction time stipulated in the contractors contract, with payments
beginning the month the construction cost and/ or GMP is established. The CM consultant shall
receive all monthly payments not yet received for the project sixty ( 60 ) calendar days after the
certificate of occupancy is received.
Article V
Devotion Of Time; Personnel; And Equipment
5.1 The Professional shall devote such time as reasonably necessary for the satisfactory
performance of the work under this Agreement. Should the City require additional services not
included under this Agreement, the Professional shall make reasonable effort to provide such
additional services at mutually agreed charges or rates, and within the time schedule prescribed by
the City; and without decreasing the effectiveness of the performance of services required under
this Agreement.
5.2 To the extent reasonably necessary for the Professional to perform the services
under this Agreement, the Professional shall be authorized to engage the services of any agents,
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assistants, persons, or corporations that the Professional may deem proper to aid or assist in the
performance of the services under this Agreement. The cost of such personnel and assistance shall
be borne exclusively by the Professional.
5.3 The Professional shall furnish the facilities, equipment, telephones, facsimile
machines, email facilities, and personnel necessary to perform the services required under this
Agreement unless otherwise provided herein.
Article VI
Miscellaneous
6.1 Entire Agreement. This Agreement constitutes the sole and only agreement between
the parties and supersedes any prior understandings written or oral agreements between the parties
with respect to this subject matter.
6.2 Assignment. The Professional may not assign this Agreement in whole or in part
without the prior written consent of City. In the event of an assignment by the Professional to
which the City has consented, the assignee shall agree in writing with the City to personally
assume, perform, and be bound by all the covenants, and obligations contained in this Agreement.
6.3 Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs,
executors, administrators, legal representatives, successors and assigns.
6.4 Governing Law. The laws of the State of Texas shall govern this Agreement; and
venue for any action concerning this Agreement shall be in Dallas County, Texas.
6.5 Amendments. This Agreement may be amended by the mutual written agreement of
the parties.
6.6 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not effect any other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained
in it.
6.7 Independent Contractor. It is understood and agreed by and between the parties that
the Professional in satisfying the conditions of this Agreement, is acting independently, and that the
City assumes no responsibility or liabilities to any third party in connection with these actions. All
services to be performed by Professional pursuant to this Agreement shall be in the capacity of an
independent contractor, and not as an agent or employee of the City. Professional shall supervise
the performance of its services and shall be entitled to control the manner and means by which its
services are to be performed, subject to the terms of this Agreement.
6.8 Notice. Any notice required or permitted to be delivered hereunder may be sent by
first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
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below, or to such other party or address as either party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein:
If intended for City, to: With copy to:
City of Coppell, Texas J. David Dodd, III
Attn: City Manager Nichols, Jackson, Dillard, Hager & Smith
255 Parkway Blvd. 1800 Lincoln Plaza
Coppell, Texas 75019 500 N. Akard
Facsimile No. (972) 304-3673 Dallas, Texas 75201
Facsimile No. (214) 965-0010
If intended for Professional:
AJ Duffey & Company
1716 West Point Drive
Carrollton, TX 75007
Phone No. (214) 356 2060
al@ajduffey.com
6.9 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the parties
hereto.
6.10 Exhibits. The exhibits attached hereto are incorporated herein and made a part
hereof for all purposes.
6.11 Indemnification. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE,
OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING
FROM THE SERVICES OF THE PROFESSIONAL PURSUANT TO THIS AGREEMENT.
PROFESSIONAL HEREBY WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS
“CITY”) FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY
PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY. PROFESSIONAL AGREES TO
INDEMNIFY AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND ALL
LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS,
ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) AND ACTIONS BY REASON OF
INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO
THE EXTENT CAUSED BY THE PROFESSIONAL’S NEGLIGENCE PERFORMANCE OF
SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON
THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,
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SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS,
SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED
TO SOLE NEGILGENCE OF THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE
BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR
CLAIM, THE PROFESSIONAL, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION
OR PROCEEDINGS AT PROFESSIONAL’S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. THE PROFESSIONAL’S OBLIGATIONS
UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF
INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY PROFESSIONAL
UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT
6.12 Audits and Records. The Professional agrees that during the term hereof the City
and its representatives may, during normal business hours and as often as deemed necessary,
inspect, audit, examine and reproduce any and all of the Professional’s records relating to the
services provided pursuant to this Agreement for a period of one year following the date of
completion of services as determined by the City or date of termination if sooner.
6.13 Conflicts of Interests. The Professional represents that no official or employee of
the City has any direct or indirect pecuniary interest in this Agreement.
6.14 Insurance.
(a) Professional shall during the term hereof maintain in full force and effect the
following insurance: (1) a policy of insurance for bodily injury, death and property
damage insuring against all claims, demands or actions relating to the Professional’s
performance of services pursuant to this Agreement with a minimum combined
single limit of not less than $1,000,000 Dollars per occurrence for injury to persons
(including death), and for property damage; (2) policy of automobile liability
insurance covering any vehicles owned and/or operated by Professional, its officers,
agents, and employees, and used in the performance of this Agreement; and (3)
statutory Worker’s Compensation Insurance covering all of Professional’s
employees involved in the provision of services under this Agreement.
(b) All insurance and certificate(s) of insurance shall contain the following provisions:
(1) name the City, its officers, agents and employees as additional insureds as to all
applicable coverage with the exception of Workers Compensation Insurance; (2)
provide for at least thirty (30) days prior written notice to the City for cancellation,
non-renewal, or material change of the insurance; (3) provide for a waiver of
subrogation against the City for injuries, including death, property damage, or any
other loss to the extent the same is covered by the proceeds of insurance.
(c) All insurance companies providing the required insurance shall either be authorized
to transact business in Texas and rated at least “B” by AM Best or other equivalent
rating service, or approved by the City Risk Manager. (d) A certificate of insurance
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evidencing the required insurance shall be submitted to the City prior to
commencement of services.
EXECUTED this _______ day of _____________________, 2010.
City of Coppell, Texas
By:
Clay Phillips, City Manager
Approved as to form:
By: ___________________________________
J. David Dodd, III, City Attorney
EXECUTED this _______ day of _____________________, 2010.
Professional
By:
AJ Duffey & Company
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EXHIBIT “A”
DESCRIPTION OF DESIGNATED SERVICES
CONTRACT ADMINISTRATION AND CONSTRUCTION OBSERVATION SERVICES
In the Contract Administration and Construction Observation Phase the Owner and the Architect,
respectively, shall provide those services designated in the Schedule of Designated Services necessary for
the administration of the construction contract as set forth in the General Conditions of the Contract for
Construction. Unless otherwise provided in the Schedule of Designated Services, the Architect’s duties
and responsibilities during construction shall be as set forth in the Agreement between Owner and
Architect.
The Construction Management Consultant shall provide:
1. Project Administration services consisting of construction contract administrative function
including:
.01 Consultation
.02 Research
.03 Conferences
.04 Communications
.05 Travel Time
.06 Coordination of out-of-normal sequence construction operations
.07 Construction Meetings
2. Disciplines Coordination/Document Review services consisting of construction contract
administration activities for:
.01 Review of documents prepared for the Project
3. Agency Consulting/Review/Approval services during the Construction Contract Administration
Phase relating to applicable laws, statutes, regulations and codes of regulating entities relating to
the Owner’s interests during construction of the Project.
4. Owner-supplied Data Coordination services consisting of activities relating to construction
contract administration including:
.01 Review and coordination of data furnished for the Project as a responsibility of the
Owner
.02 Assistance in establishing criteria
.03 Assistance in obtaining data
.04 Coordination of delivery and installation for Owner-supplied equipment
.05 Coordination of delivery and installation of Owner-supplied furniture and furnishings
5. Office Construction Administration services consisting of:
.01 Monitoring of submittals, Shop Drawings, Product Data, Samples and other submittals
required by the Contract Documents between the Construction Manager-At Risk and the
Architect
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.02 Distribution of submittals to Owner
.03 Maintenance of master file submittals
.04 Related communications
6. Construction Field Observation services consisting of visits to the site at intervals appropriate
to the stage of construction to become generally familiar with the progress and quality of the
Work, and to determine in general if the Work is proceeding in accordance with the Contract
Documents, and preparing related reports and photographic communications.
7. Inspection Coordination services relating to independent inspection and testing agencies,
consisting of:
.01 Evaluating compliance by testing and inspection agencies with required scope, standards,
procedures and frequency
.02 Review of reports on inspections and tests and notifications to Owner and Contractor(s)
of observed deficiencies in the Work
8. Supplemental Documents services consisting of:
.01 Preparation, reproduction and distribution of supplemental Drawings, specifications and
Interpretations in response to requests for clarification by Contractor(s) or the Owner as
required by construction agencies
.02 Forwarding Owner’s instructions and providing guidance to the Contractor(s) on the
Owner’s behalf relative to changed requirements and schedule revisions
9. Quotation Requests/Change Orders services consisting of:
.01 Review of proposals from Contractor(s) for reasonableness of quantities and costs of
labor and materials
.02 Review and recommendations relative to changes in time for Substantial Completion
.03 Negotiations with Contractor(s) on Owner’s behalf relative to costs of Work proposed to
be added, deleted or modified
.04 Assisting in the preparation of appropriate Modifications of the Contract(s) for
Construction
.05 Coordination of communications, approvals, notifications and record-keeping relative to
changes in the Work
10. Project Schedule Monitoring services consisting of monitoring the progress of the Contractor(s)
relative to established schedules and making updates to Owner.
11. Construction Cost Accounting services consisting of:
.01 Maintenance of records of payment on account of the Contract Sum and all changes
thereto
.02 Evaluation of Applications for Payments
12. Project Closeout services initiated upon notice from the Construction Manager-At Risk that the
Work, or a designated portion thereof which is acceptable to the Owner, is sufficiently complete, in
accordance with the Contract Documents, to permit occupancy or utilization for the use for which it
is intended, and consisting of:
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.01 A detailed review for the conformity of the Work to the Contract Documents to verify the
list submitted by the Contractor(s) of items to be completed or corrected
.02 Determination of the amounts to be withheld until final completion
.03 Securing and receipt of consent of surety or sureties, if any, to reduction in or partial
release of retainage or the making of final payment(s)
.04 Inspection(s) upon notice by the Construction Manager-At Risk that the Work is ready
for final inspection and acceptance
.05 Notification to Owner and Construction Manager-At Risk of deficiencies found in
follow-up inspection(s), if any
.06 Final Inspection with the Owner to verify final completion of the Work
.07 Receipt and transmittal of warranties, affidavits, receipts, releases and waivers of lien
POST-CONSTRUCTION SERVICES
The Construction Management Consultant shall provide:
In the Post-construction Phase the Owner and the Architect, respectively, shall provide those services
designated in the Schedule of Designated Services necessary to assist the Owner in the use and occupancy
of the facility. The following descriptions shall apply to those services assigned in the Schedule of
Designated Services as the responsibility of the party indicated therein.
1. Owner-supplied Data Coordination services consisting of post-construction activities during
occupancy and operation relative to Owner-supplied furniture, furnishings and equipment.
2. Maintenance and Operational Programming services consisting of:
.01 Assistance in the establishment by the Owner of in-house or contract program(s) of
operation and maintenance of the physical plant and equipment
.02 Arranging for and coordinating instructions on operations and maintenance on equipment
in conjunction with manufacturer’s representative
.03 Assistance in the preparation of operations and maintenance manual(s) for the Owners’
use
3. Start-up Assistance services consisting of:
.01 On-site observation, troubleshooting and assistance in the operation of building systems
during initial occupancy
.02 Assistance in the training of the Owner’s operation and maintenance personnel in proper
operations, schedules and procedures
.03 Administration and coordination of remedial work by the Construction Manager-At Risk
after final completion
4. Record Drawings services consisting of:
.01 Making arrangements for obtaining for Construction Manager-At Risk and other parties
information certified by them on all changes made during construction from the initial
Contract Documents and on the location of concealed systems as installed during
construction
.02 Transmittal of record drawings and general data, appropriately identified, to the Owner
and others as directed
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ALL PRECONSTRUCTION SERVICES ARE EXCLUDED FROM SERVICES PROVIDED.
BASIS OF COMPENSATION
The Owner shall compensate the CM Consultant as follows:
1. Compensation for the CM Consultant’s services shall be computed as 1.80% of Construction
Cost, including any modifications subsequent to the Award of the Contract for Construction and/or
Approval of the Guaranteed Maximum Price (GMP).
2. Payments are due and payable thirty (30) days from the date of the invoice. Amounts unpaid
fourteen (14) days after the invoice shall bear interest at the legal rate prevailing from time to time at
the principal place of business of the CM Consultant.
3. If the Scope of the Project or of the CM Consultant’s services is changed materially, the amount
of compensation shall be equitably adjusted.
4. All payments shall be invoiced based on the payment schedule that will be provided in
Amendment to the Contract upon approval of Construction Cost and/or GMP. The CM Consultant
shall receive all monthly payments not yet received for the project sixty (60) calendar days after the
certificate of occupancy is received.
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:
PLANNING
November 9, 2010
11/D
✔
ORDINANCE
Consider approval of an Ordinance for Case No. PD-214R4-C, Arbor Manors Addition, Lot 4R1, Block A, (Medical
Office), a zoning change from PD-214R2-C (Planned Development-214 Revision 2-Commercial) to PD-214R4-C
(Planned Development-214 Revision 4-Commercial), to attach a Detail Plan to allow the construction of a
4,639-square-foot medical office building on 0.69 acres of property, located at the northwest corner of South Denton
Tap Road and West Braewood Drive and authorizing the Mayor Pro Tem to sign.
On October 12, 2010, Council unanimously approved this ZONING
CHANGE (7-0).
On September 16, 2010, the Planning Commission recommended
approval of this ZONING CHANGE (3-2), subject to the above-stated
conditions. Commissioners Jett, Frnka, and Duncan voting in favor.
Commissioners Kittrell and Haas opposed.
Staff recommends APPROVAL.
@PD-214R4-C, AMA, ORD-1 AR (con)
1 TM 46019.2.101910
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 PD-214R2-C
(PLANNED DEVELOPMENT-214 REVISION 2-COMMERCIAL) TO
PD-214R4-C (PLANNED DEVELOPMENT-214 REVISION 4-
COMMERCIAL), TO ATTACH A DETAIL PLAN TO ALLOW THE
CONSTRUCTION OF A 4,639-SQUARE-FOOT MEDICAL OFFICE
BUILDING ON 0.69 ACRES OF PROPERTY, LOCATED AT THE
NORTHWEST CORNER OF SOUTH DENTON TAP ROAD AND
WEST BRAEWOOD DRIVE, AND BEING MORE PARTICULARLY
DESCRIBED IN EXHIBIT “A” ATTACHED HERETO AND
INCORPORATED HEREIN; PROVIDING FOR THE APPROVAL OF
THE SITE PLAN, TREE SURVEY, LANDSCAPE PLAN,
ELEVATIONS AND MONUMENT SIGN ELEVATIONS, ATTACHED
HERETO AS EXHIBITS “B”, “C”, “D” “E” AND “F”, 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-214R4-C should be approved, and in the exercise of legislative discretion have
concluded that the Comprehensive Zoning Ordinance and Map should be amended.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of
Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as heretofore
amended, be and the same is hereby amended to grant a change in zoning from PD-214R2-C
(Planned Development-214 Revision 2-Commercial) to PD-214R4-C (Planned
2 TM 46019.2.101910
Development-214 Revision 4-Commercial), to attach a Detail Plan to allow the construction
of a 4,639-square-foot medical office building on 0.69 acres of property, located at the
northwest corner of South Denton Tap Road and West Braewood Drive, and being more
particularly described in Exhibit “A” attached hereto and made a part hereof for all purposes,
subject to the development regulations.
SECTION 2. That PD-214R4-C is hereby approved subject to the following
development regulations:
A) Except as amended herein and as provided in this Ordinance, the property shall
be developed in accordance with commercial zoned property as set forth in
Ordinance 91500-A-474 which is incorporated herein as set forth in full and
hereby republished.
B) The development of said use and structure as a medical office building shall
be in accordance with the Site Plan, Tree Survey, Landscape Plan,
Elevations and Monument Sign Elevation as set forth in Section 3 of this
ordinance.
C) A Tree removal permit and mitigation as established under the Code of
Ordinances of the City of Coppell will be required prior to the removal of
any trees from this site, except as may be amended in Section 3 of this
ordinance.
SECTION 3. That Site Plan, Tree Survey, Landscape Plan, Elevations and
Monument Sign Elevations attached hereto as Exhibits “B”, “C”, “D”, “E” and “F” and
made a part hereof for all purposes, are hereby approved.
3 TM 46019.2.101910
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
4 TM 46019.2.101910
($2,000.00) for each offense; and each and every day such violation shall continue shall be
deemed to constitute a separate offense.
SECTION 10. That this ordinance shall take effect immediately from and after its
passage and the publication of its caption, as the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, this the _______
day of ___________________, 2010.
APPROVED:
_____________________________________
BOB MAHALIK, MAYOR PRO TEM
ATTEST:
_____________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
_________________________________
ROBERT E. HAGER, CITY ATTORNEY
(REH/cdb [reviewed only] 5/1/09)
Page 1 of 2
EXHIBIT “A”
LEGAL DESCRIPTION
Being a tract of land situated in the Edward A. Crow Survey, Abstract No. 301, in
the City of Coppell, Dallas County, Texas and being a part of Lot 4, Block A of
ARBOR MANORS, as recorded under Document No. 20080292484, of the Map
Records of Dallas County, Texas (M.R.D.C.T.), said tract being more particularly
described as follows:
BEGINNING at a 1/2" iron rod with yellow plastic cap stamped "RPLS 5686" set
(herein after referred to as a capped iron rod set) at the southwesterly corner of said
Lot 4, same being the southeasterly corner of Lot 11X, as shown on the plat of
ARBOR MANORS, as recorded under Document No. 20080314835, said corner also
being in the northwesterly right-of-way line of West Braewood Drive;
THENCE along the westerly line of said Lot 4, Block A, same being the easterly line
of Lots 11X and 18-24, Block A, the following courses and distances:
North 18°01'35" East, a distance of 97.11' to a 1/2" iron rod with a plastic cap
stamped "DAA" found for corner;
North 00°29'29" West, a distance of 95.06' to a capped iron rod set for corner, said
corner;
THENCE North 89°30'31" East, over and across said Lot 4, a distance of 199.76' to
a capped iron rod set in the westerly monumented line of Denton Tap Road, same
being the easterly line of said Lot 4, said corner also being in a curve to the right,
having a radius of 5668.85', a central angle of 00°39'35" and a chord which bears,
South 00°51'03" East, a chord distance of 65.28';
Thence along said curve to the right, in a southeasterly direction, an arc length of
65.28' to a 1/2" iron rod with cap stamped "DAA" found at the end of said curve to
the right;
THENCE South 00°31'15" East, continuing along the westerly monumented line of
Denton Tap Road, a distance of 45.64' to a capped iron rod set at the northeasterly
end of a corner clip at the intersection of Denton Tap Road and West Braewood
Drive;
THENCE South 44°28'45" West, along said corner clip, a distance of 35.36' to a
capped iron rod set for corner in the northerly right-of-way line of West Braewood
Drive, same being the southerly line of said Lot 4;
Thence along the northerly right-of-way line of West Braewood Drive, the following
courses and distances:
Page 2 of 2
EXHIBIT “A”
South 89°28'45" West, a distance of 26.32' to a capped iron rod set for corner at the
beginning of a curve to the left, having a radius of 325.00', a central angle of
29°39'57" and a chord which bears, South 74°38'48" West, a chord distance of
166.40';
Thence in a southwesterly direction, along said curve to the left, an arc length of
168.27' to a capped iron rod set for corner at the beginning of a curve to the right,
having a radius of 110.00', a central angle of 10°48'49" and a chord which bears,
South 65°13'18" West, a chord distance of 20.73';
Thence continuing in a southwesterly direction, along said curve to the right an arc
length of 20.76' to the POINT OF BEGINNING and containing 0.685 of one acre of
land, more or less.
MATERIAL SPECIFICATIONS:BRICK VENEER: METRO BRICK (Manufacturer) ADDISON ANTIQUE BLENDED (Light Reddish Brown Dominant Color)STONE VENEER: AUSTIN STONE TEXAS WHITE LIME STONE (Beige White Dominant Color)MATERIAL ON LETTERING AT SIGN : Black Aluminum Pin Mounted
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:
PLANNING
November 9, 2010
11/E
✔
ORDINANCE
Consider approval of an Ordinance for Case No. PD-228R3-HC, Vista Ridge Retail, Lot 2, Block A, (Whataburger), a
zoning change from PD-228-HC (Planned Development-228-Highway Commercial) to PD-228R3-HC (Planned
Development-228 Revision 3-Highway Commercial), to allow a 3,687-square-foot restaurant with drive through service
on approximately 1.11 acres of property, located on S.H. 121 approximately 210 feet east of North Denton Tap Road
and authorizing the Mayor Pro Tem to sign.
On October 12, 2010, Council unanimously approved this ZONING
CHANGE (7-0).
On September 16, 2010, the Planning Commission unanimously
recommended approval of this ZONING CHANGE (5-0), subject to the
above-stated conditions. Commissioners Jett, Haas, Frnka, Duncan
and Kittrell voting in favor. None opposed.
Staff recommends APPROVAL.
@PD-228R3-HC,VRR ORD-1 AR (con)
1 TM 46021.2.101910
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS
ORDINANCE NO. ________
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS,
AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND
MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE
AMENDED, BY GRANTING A CHANGE IN ZONING FROM PD-228-
HC (PLANNED DEVELOPMENT-228-HIGHWAY COMMERCIAL)
TO PD-228R3-HC (PLANNED DEVELOPMENT-228 REVISION 3-
HIGHWAY COMMERCIAL), TO ALLOW A 3,687-SQUARE-FOOT
RESTAURANT WITH DRIVE THROUGH SERVICE ON
APPROXIMATELY 1.11 ACRES OF PROPERTY, LOCATED ON
S.H. 121 APPROXIMATELY 210 FEET EAST OF NORTH DENTON
TAP ROAD, AND BEING MORE PARTICULARLY DESCRIBED IN
EXHIBIT “A” ATTACHED HERETO AND INCORPORATED
HEREIN; PROVIDING FOR THE APPROVAL OF THE SITE PLAN,
LANDSCAPE PLAN/TREE SURVEY, ELEVATIONS AND FLOOR
PLAN, ATTACHED HERETO AS EXHIBITS “B”, “C”, “D” AND “E”,
RESPECTIVELY; PROVIDING 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-228R3-HC should be approved, and in the exercise of legislative discretion have
concluded that the Comprehensive Zoning Ordinance and Map should be amended.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS:
SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of
Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as
heretofore amended, be and the same is hereby amended to grant a change in zoning from
PD-228-HC (Planned Development-228-Highway Commercial) to PD-228R3-HC
2 TM 46021.2.101910
(Planned Development-228 Revision 3-Highway Commercial), to allow a 3,687-square-
foot restaurant with drive through service on approximately 1.11 acres of property, located
on S.H. 121 approximately 210 feet east of North Denton Tap Road, and being more
particularly described in Exhibit “A” attached hereto and made a part hereof for all purposes,
subject to the development regulations.
SECTION 2. That PD-228R3-HC is hereby approved subject to the following
development regulations:
A) Except as amended herein and as provided in this Ordinance, the property
shall be developed in accordance with highway commercial zoned property as
set forth in Ordinance 91500-A-482 which is incorporated herein as set forth
in full and hereby republished.
B) The development of said use and structure as a restaurant shall be in
accordance with the Site Plan, Landscape Plan, Elevations and Floor Plan
as set forth in Section 3 of this ordinance.
C) The restaurant shall not exceed 3,687-square-feet and may have dine-in, take-
out and drive-through service as set forth in the Site Plan and Floor Plan.
SECTION 3. That Site Plan, Landscape Plan, Elevations and Floor Plan attached
hereto as Exhibits “B”, “C”, “D” and “E” and made a part hereof for all purposes, 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.
3 TM 46021.2.101910
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 46021.2.101910
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 ___________________, 2010.
APPROVED:
_____________________________________
BOB MAHALIK, MAYOR PRO TEM
ATTEST:
_____________________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
_________________________________
ROBERT E. HAGER, CITY ATTORNEY
(REH/cdb [reviewed only])
BUILDING DESIGN
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ǻ=04°39'56"
R=2477.40'
L=201.73'
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C=163.73'N 00°12'41" W 236.16'N 21°59'07" E42.65'S 00°12'41" E43.04'S 16°49'22" W23.24'S 17°46'36" W87.85'BUILDING TYPE P4UNIT 12-314COPPELL, TEXASPRELIMINARY
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L-1BUILDING TYPE P4UNIT 12-314COPPELL, TEXASPRELIMINARY
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TREES
LANDSCAPE TABULATIONS - CITY OF COPPELL, TX
FLOOR PLANA1.2
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:
PLANNING
November 9, 2010
12
✔
PRESENTATION
Consider approval of the Carter Addition, PH III, Preliminary Plat, to subdivide 20.28 acres of property into twenty-seven
(27) single-family residential lots and two (2) common area lots located on the south side of Carter Drive,
approximately 925 feet west of Moore Road at 441 Carter Drive.
The following conditions will be required at the time of the Final Plat/Replat submission:
1. Submission of a Detail Landscape Plan for the Common Area Lots and HOA documents to ensure their
maintenance.
2. Park Development fees in the amount of $1,285.00 per lot will be assessed and required to be paid prior to
recordation of the plat.
3. An estimated contribution in the amount of $161,900.00 to the City of Coppell Reforestation & Natural Areas fund
will be required prior to the removal of any trees from the site.
4. Additional comments may be generated during detailed engineering plan review, including further evaluation of
drainage.
On October 21, 2010, the Planning Commission unanimously
recommended approval of this PRELIMINARY PLAT (6-0).
Commissioners Tankersley, Haas, Frnka, Sangerhausen, Duncan and
Kittrell voted in favor, none opposed.
Staff recommends APPROVAL.
@01 Carter Addition, PH III, PP-1 AR
ITEM # 5
Page 1 of 4
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
Carter Addition PH III, Preliminary Plat
P&Z HEARING DATE: October 21, 2010
C.C. HEARING DATE: November 9, 2010
STAFF REP.: Marcie Diamond, Assistant Director of Planning
LOCATION: South side of Carter Drive, approximately 925 feet west of
Moore Road
SIZE OF AREA: 20.28 acres of property
CURRENT ZONING: SF-12 (-Single Family-12) and A (Agricultural)
REQUEST: A preliminary plat to subdivide 20.28 acres of property into
twenty-seven (27) single-family residential lots and two (2)
common area lots.
APPLICANT: Owner:
Walter Foss
441 Carter Drive
Coppell, Texas 75019
214-415-7440
FAX:972-304-0890
Civil Engineer:
Matt Alexander
Dowdey, Anderson & Associates, Inc.
5225 Village Creek Drive
Plano, Texas 75093
972-931-0694
FAX: 972-931-9538
ITEM # 5
Page 2 of 4
HISTORY: The Carter Addition, a 30-lot subdivision, was established in
1972 and encircled an existing 0.5-acre cemetery. Deed
restrictions placed on the property expired on January 1, 2001.
In 1990, a replat of Lots 3 and 4 was denied by Council. On
June 17, 2010, the Planning and Zoning Commission denied a
requested replat of Lot 18, to reduce the front building line from
50 to 30 feet, at 509 East Bethel School Road.
Lot 1 of the original Carter Estates subdivision is within the
current request area and contains 2.95 acres of the 20.3-acre
subject property.
The Carter Addition, Phase II, which is a five-lot subdivision has
a long replatting history. The original Final Plat was approved by
the Planning Commission on November 21, 1996. That plat was
not filed for record prior to its expiration date, and therefore was
deemed null and void. In 1998, a Final Plat for a reconfigured
five-lot layout was approved, but again, never filed for record. In
October of 1999, Council approved a five-lot Final Plat which
was filed with Dallas County in December of that year. On
August 8, 2000, City Council approved a replat for Lots 1 and 2
Carter Addition, Phase II, however, it also expired. This replat of
Lots 1 and 2 was approved again in November 2001, and was
filed within the statutory time limit. Since that time, all five homes
have been constructed in Phase II of this development.
On September 16, 2010, the Planning and Zoning Commission
denied a request for a preliminary plat with variances for 23
residential lots and one area common lot on this 20.28 acres of
property.
TRANSPORTATION: Carter Drive and Christi Lane are two-lane, asphalt streets, built
within 50 feet of right-of-way. These streets do not have curbs or
sidewalks.
SURROUNDING LAND USE & ZONING:
North - single-family residences; Carter Addition, SF-12 (SF-12
Single Family-12)
South – DART R.O.W. and Belt Line Road; A (Agriculture)
East - single-family residences; Carter Addition, Phase II, SF-12
(SF-12 Single Family-12) and A (Agriculture)
West - single-family residences; Northlake Woodlands, Lots 5-10
SF-12 (Single Family-12)
ITEM # 5
Page 3 of 4
COMPREHENSIVE PLAN:
The Comprehensive Plan of May 1996, as amended, shows the
property as suitable for Residential Low Density and Flood
Plain.
DISCUSSION: This request is to subdivide a 20.28-acre tract of land under the
existing Single Family-12 (SF-12) District zoning regulations
into 27 single family, alley served, lots and two common area
lots. No variances to the Subdivision Ordinance are being
requested.
All of the 27 single family lots meet or exceed the minimum size
as required by the SF-12 district zoning and generally range in
size from 12,000, to 18,279 square feet. There are two
oversized lots along the southern portion which incorporate the
flood plain area, similar to the lots in Phase II of Carter Estates.
There are two common area lots. Lot 2X is a 2.9 acre open
space lot located between the two oversized lots just described.
It is intended that this lot remain in its natural state. Lot 1X
contains 6,753 square feet and is located along Carter Drive
between Heritage Oak Court and the existing home on 433
Carter Drive. A Detail Landscape Plan will be required for this
lot at the time of the Final Plat.
TREE PRESERVATION
The tree survey submitted with this Preliminary Plat indicates
that there are over 10,000 caliper inches of trees which
includes protected trees (oaks, elms, pecans) 6” caliper or
greater and unprotected trees (hackberry, bois d’ arc) 10”
caliper or greater.
The PRELIMINARY Tree Mitigation Calculations are as follows:
Total Trees on Site: 10,118" DBH
Total Trees Removed: 4,048" DBH
Total Trees Preserved: 6,036" DBH
Preservation Percentage: 60% (6,036 divided by 10,118)
Preservation Credit: 2,429" DBH (60% x 4048)
4,048 - 2,429 = 1,619 inches short
1,619 x $100 = $161,900.00
An estimated contribution in the amount of $161,900.00 to the
City of Coppell Reforestation & Natural Areas fund will be
required to pull a tree removal permit.
ITEM # 5
Page 4 of 4
FINAL PLAT/REPLAT
In the event that Planning Commission follows the staff
recommendation and approves preliminary plat and it is also
approved by Council, the next step in this process will be the
submission of a Final Plat/Replat. Approximately two acres of
this 20-acre tract is Lot 1, Block 1 of the original Carter
Addition, therefore a Residential Replat will be required with the
Final Plat for this property. As governed by state law, Local
Government Code, Section 212.015 requires the notification of
all persons owning property within 200 feet and within the
original subdivision of the proposed residential replat. Given
that no variances are being requested, affirmative vote of a
simple majority of Council will be required to approve the final
plat/replat.
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of the Preliminary Plat for
Carter Addition Phase III. The following conditions will be
required at the time of the final plat/replat:
1. Submission of a Detail Landscape Plan for the Common
Area Lots and HOA documents to ensure their
maintenance.
2. Park Development fees in the amount of $1,285.00 per
lot will be assessed and required to be paid prior to
recordation of the plat.
3. An estimated contribution in the amount of $161,900.00
to the City of Coppell Reforestation & Natural Areas fund
will be required prior to the removal of any trees from the
site.
4. Additional comments may be generated during detailed
engineering plan review, including further evaluation of
drainage.
ALTERNATIVES:
1. Recommend approval of the request
2. Recommend disapproval of the request
3. Recommend modification of the request
ATTACHMENTS:
1. Preliminary Plat
2. Tree Survey
WORK SESSION CONSENT REGULAR
DEPT:
DATE:
ITEM #:
AGENDA REQUEST FORM
ITEM TYPE:
ITEM CAPTION:
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL:
Police
November 9, 2010
13
✔
CONTRACT/BID or PROPOSAL
Consider approval of a Resolution approving the terms and conditions of an Interlocal Agreement between the City
of Carrollton and the City of Coppell regarding the sale and purchase of communication equipment, repair and
related services; and authorizing the Mayor Pro Tem to sign.
The purpose of this agreement is to allow the City of Coppell to purchase services from the City of Carrollton in order
to maintain its radio communication and related systems and keep them operational.
Funds are budgeted in the Police Department, E911 Services account for this agreement. (01-10-01-4130)
Staff recommends approval.
)Interlocal Agreement
Striving for Excellence
MEMO
Date: October 27, 2010
To: Cpt. James Cook
From: Deborah Gallet #639
Subject: Radio Maintenance Provider
This year we obtained two quotes for our annual radio maintenance, one from Motorola / DFW
Communications whom we have used in the past and one from the City of Carrollton’s in-house
radio shop. To utilize the City of Carrollton’s shop we would need to sign an Inter-local
agreement which would establish a relationship under Texas statute to have the City of
Carrollton provide services to the City of Coppell. Therefore, there is no bid or purchasing
requirements that have to be met from the state’s perspective. Both options offer 24/7 service
on:
• Dispatch consoles and all associated hardware and radio control stations
• Public Work mobile and portable units
• Fire station alerting systems with associated equipment
• Public Safety mobiles and portables
• All Fire apparatus headset systems and associated equipment
• Outdoor Warning system radios
• Annual preventive maintenance for consoles, control stations, portable and mobile
radios
• Radio programming
With both options, repair of equipment shall be defined as the best-effort required restoring to
normal operating condition any equipment covered under this agreement which is in disrepair
(not functioning in a normal fashion) or has become defective. Repair shall consist of the labor
required to restore defective equipment to normal operation. Any cost for parts or depot repair
(equipment would have to be sent to Motorola for repair) cost will be paid by the City of
Coppell. The cost for the quoted maintenance is as follows:
Motorola / DFW Communications $21,000
City of Carrollton radio shop $18,000
Additionally, we would need to set $20,000 aside for parts or depot repair. The Motorola depot
sets flat fees for radio repairs, so the price for parts and repair would be the same.
Striving for Excellence
While both radio shops boast of having technicians that are certified Journeyman
Communications Technicians and both have been trained by Motorola, growing discontent with
the service DFW Communications has provided in the past has resulted in Lewisville and
Highland Village PD signing Inter-local agreements with the City of Carrollton. Overall, DFW
Communications provides sufficient customer service. We have had occasions that the service
has been sub-par. The last two interactions with their service techs come to mind.
• On 09/13/10, DFW Communications was called out because a radio on console two
was showing “out of range”. The technician determined that the cable connecting the
radio was short and when the console was raised it had pulled the cord out. The
technician recommended a 9ft flex cord replace the current cable. Then he asked me
if the PD or DFW Communications was responsible for obtaining the cable. I told
him to call his supervisor and find out. Which he did, and the discovered the cable
was covered in our maintenance agreement with them. The tech stated he would
order it and come back to install it at a later date. On October 4th, I called DFW to
inquire about this open ticket. The following day a tech was sent out to replace the
cord.
• On 09/20/10, DFW Communications was called out to fix a problem with duplicate
emergency ID numbers on radios. The first thing the tech did was ask me what
number I wanted programmed into the radio. I had to explain to him that we did not
assign those numbers, Motorola does. He called his shop and verified that
information. While he was able to correct one radio, he stated that he would have to
obtain new numbers in order to correct the other radios. Once again, I was told that
he would be back to correct the problem and ticket is still open with absolutely no
follow up from DFW Communications.
While these are not the only problems we have had with DFW’s customer service, these
incidents tell me that their technicians are not properly trained on the scope of our maintenance
agreement or our equipment. Additionally, DFW Communications refused to work with us and
Lewisville PD, Highland Village PD, and Flower Mound PD on the programming of the radios
received from the JAG grant.
My recommendation is to award the maintenance agreement to City of Carrollton radio shop. I
have spoken with the Communication Mangers at Carrollton and Addison and they both have
good things to say about the service they have received. Recently, the City of Carrollton has
worked with us to get our JAG radios programmed without the exuberant cost DFW
Communications wanted to charge us. The City of Carrollton radio shop deals only with Public
Safety radios and equipment. They understand the importance of our equipment and the
importance of having that equipment repaired in an efficient and timely manner.
Attached:
City of Carrollton Inter-local agreement
Scope of Work and quote from the City of Carrollton
NOTE: The City of Carrollton has a contractual agreement with ACS-Xerox to provide service
through their radio shop.
RESOLUTION NO. ________________
A RESOLUTION OF THE CITY OF COPPELL,
TEXAS, APPROVING THE TERMS AND CONDITIONS OF
AN INTERLOCAL AGREEMENT BY AND BETWEEN THE
CITY OF COPPELL, TEXAS AND CITY OF
CARROLLTON, TEXAS; AUTHORIZING ITS EXECUTION
BY THE MAYOR PRO TEM; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council has been presented a proposed Interlocal
Agreement (“Agreement”) by and between the City of Coppell, Texas and City of
Carrollton, Texas, a copy of which is attached hereto and incorporated herein by
reference as Exhibit A; 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 Pro Tem 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 Pro Tem is hereby authorized to execute the Agreement on
behalf of the City of Coppell, Texas.
SECTION 2. This Resolution shall become effective immediately from
and after its passage.
Page 1
TM 46215.2.102910
DULY RESOLVED AND ADOPTED by the City Council of the City of
Coppell, Texas, on this the ______ day of ________________, 2010.
CITY OF COPPELL, TEXAS
______________________________
BOB MAHALIK, MAYOR PRO TEM
ATTEST:
_______________________________
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
____________________________________
ROBERT E. HAGER, CITY ATTORNEY
(REH/cdb:10-29-10)
Page 2
TM 46215.2.102910
Exhibit “A”
Interlocal Agreement
(to be attached)
Page 3
TM 46215.2.102910
INTERLOCAL AGREEMENT
CITY OF CARROLLTON AND CITY OF COPPELL
This INTERLOCAL AGREEMENT (the "Agreement") is made and entered into by and between
the CITY OF CARROLLTON, a municipal corporation, located in Dallas County, Texas (the
"CITY"), and CITY OF COPPELL, a municipal corporation, located in Dallas County, Texas
("COPPELL").
WITNESSETH:
Whereas, the Inter-local Cooperation Act, Government Code Chapter 791, Vernon's Texas Civil
Statutes, provides authorization for any local government to contract with one or more local
governments to perform governmental functions and services; and
WHEREAS, CITY and COPPELL desire to enter into an agreement regarding the sale and
purchase of communication equipment, repair and related services (the "services"); and
WHEREAS, CITY can provide and sell those Services to COPPELL; and
WHEREAS, COPPELL has asked the CITY to sell Services to COPPELL to enable COPPELL
to maintain its radio communication and related systems and keep them operational.
NOW THEREFORE, THIS AGREEMENT is hereby made and entered into by CITY and
COPPELL for the mutual considerations stated herein:
1. SALE AND PURCHASE
1.1 For the consideration hereinafter agreed to, and under the terms and conditions of
this Agreement, the CITY covenants and agrees to provide to COPPELL the
services, provided herein what as set forth in Exhibit A which are attached hereto
and incorporated as set forth in full
Inter-local Agreement
INTERLOCAL AGREEMENT
CITY OF CARROLLTON AND CITY OF COPPELL
2. CITY RESPONSIBILITIES
The CITY shall provide the services as provided in this Agreement as are set forth
in Exhibit "A",
2.1
3. COPPELL RESPONSIBLITIES
3.1 The CITY OF COPPELL shall pay for the services provided under the terms of
this Agreement and perform in accordance with the duties imposed under Exhibit
A and Appendix 1 as incorporated herein with respect to this Agreement.
4. RATES AND PAYMENT
4.1 As Consideration for the Services contracted for herein, COPPELL agrees to pay
the CITY the rates for service set forth in Appendix "1". These rates will be
reviewed on an annual basis on the Agreement's anniversary date, and may be
adjusted as agreed by the parties with prior written consent of both CITY and
COPPELL.
4.2 The CITY shall submit itemized monthly invoices (with attachments) in
accordance with the contract requirements. Unless noted all invoices will be due
net 30 days from the date of such invoice.
4.3 Each original invoice generated under this agreement with one (1) copy shall be
sent to the COPPELL designee as provided in Section 7.
5. DISPOSITION OF FUNDS
5.1 The funds paid by COPPELL to the CITY will be deposited with the City
Controller in a fund designated.
Inter-local Agreement
INTERLOCAL AGREEMENT
CITY OF CARROLLTON AND CITY OF COPPELL
6. TERM
6.1 The term of this Agreement shall be for 5 one year terms, commencing October 1,
20 10 and renewing on October 1,201 1, and for like term each successive year.
This Agreement may be terminated by either party upon sixty (60) days prior
written notice thereof to the other of its intention to terminate upon the date
specified in such notice.
7. NOTICES
7.1 Any notice, payment, statements, or demand required or permitted to be given
hereunder by either party to the other may be effected by personal delivery in
writing or by mail, postage prepaid. Mailed notices shall be addressed to the
parties at the addresses appearing below, but each party may change its address by
written notice in accordance with this section. Mailed notices shall be deemed
communicated as of three (3) days after mailing.
If intended for the CITY, to: Copy to:
Chief Information Officer City Manager
City of Carrollton City of Carrollton
P.O. Box 110535 P.O. Box 110535
Carrollton, Texas 750 1 1 Carrollton, Texas 7501 1
If intended for COPPELL, to: Copy to:
Communications Manager City Manager
CITY OF COPPELL CITY OF COPPELL
P.O. Box 9478 P.O. Box 9478
COPPELL, Texas 7501 9 COPPELL, Texas 750 19
Inter-local Agreement
INTERLOCAL AGREEMENT
CITY OF CARROLLTON AND CITY OF COPPELL
8. WARRANTIES EXCLUDED
It is understood and agreed that any and all warranties which exist on any radio
system and associated equipment come from the manufacturer, as the City does
not have any expressed or implied warranty for such system or equipment. The
City is not the manufacturer.
8.1
9. INDEMNITY
9.1 COPPELL agrees to be responsible for its own acts of negligence and CITY
agrees to be responsible for its own acts of negligence which may arise in
connection with the purchase, use and operation of Services. In the event of joint
and concurrent negligence, COPPELL and CITY agree that responsibility shall be
apportioned comparatively. This obligation shall be construed for the benefit of
the parties hereto, and not for the benefit of any third parties, nor to create liability
for the benefit for any third parties, nor to deprive the parties hereto of any
defenses each may have as against third parties under the laws and court decisions
of the State of Texas.
10. MISCELLANEOUS PROVISIONS
10.1 This Agreement is entered into subject to the Charter and ordinances of the CITY
and COPPELL, both as amended, and all applicable federal and State Laws. The
provisions of this Agreement shall be construed in accordance with the laws and
Inter-local Agreement
INTERLOCAL AGREEMENT
CITY OF CARROLLTON AND CITY OF COPPELL
court decisions of the State of Texas; and exclusive venue shall lie in Dallas
County, Texas.
10.2 This Agreement may be revised at anytime by written mutual consent of the
parties. No oral modifications can be made to this Agreement.
10.3 The captions to the various clauses of this Agreement are for informational
purposes only, and shall not alter the substance of the terms and conditions of this
Agreement.
10.4 This Agreement embodies the complete agreement of the parties hereto,
superseding all oral or written previous and contemporaneous agreements
between the parties relating to matters in this Agreement.
10.5 COPPELL and CITY acknowledge that neither party is an Agent, employee, or
joint enterprise of the other.
10.6 This Agreement has been duly executed and delivered by both parties and
constitutes a legal and binding obligation of the parties. Each person executing
this Agreement on behalf of each party represents and warrants that they have full
right and authority to enter into this Agreement.
10.07 THIS AGREEMENT SHALL BE EXPRESSLY SUBJECT TO CITY'S AND
COPPELL GOVERNMENTAL IMMUNITY, TITLE 5 OF THE TEXAS CIVIL
PRACTICES AND REMEDIES CODE.
10.08 In the event that one (1) or more provisions contained in this Agreement shall be
held invalid, illegal or unenforceable in any respect, this Agreement shall be
construed as if such invalid, illegal or unenforceable provision has never been
Inter-local Agreement
INTERLOCAL AGREEMENT
CITY OF CARROLLTON AND CITY OF COPPELL
contained herin, and shall not affect the remaining provisions of this Agreement,
which shall remain in full force and effect.
10.09 This agreement will be subject to the availability of governmental fiscal funding.
If such funds become reduced or unavailable, any agreement shall be subject to
immediate modifications, reduction or termination.
10.10 The CITY has executed this Agreement pursuant to Council Resolution No.
,passed on the day of ,2010.
10.11 The CITY OF COPPELL has executed this Agreement pursuant to Council
Resolution No. ,passed on the day of ,2010.
EXECUTED this the day of ,2010.
ATTEST:
COPPELL: CITY:
BY: BY:
Clay Phillips
city ~anager
Leonard Martin
City Manager
APPROVED AS TO FORM and APRROVED AS TO FORM and
LEGALITY: LEGALITY:
BY: BY:
Robert Hager Clayton Hutchins
City Attorney City Attorney
Inter-local Agreement
Exhibit-A Scope of Work
Public Safety Radio System and Associated Equipment
Services Provided
The City of Carrollton, Texas agrees to provide maintenance, repair and installation services
for the equipment listed in Appendix 1 to the City of Coppell, Texas. Services will be
provided in accordance with the following standards: (i) parts that are new or are warranted as
"like new" will be used; (ii) the equipment will be serviced at levels set forth in
manufacturer's product manuals; and (iii) routine service procedures prescribed by the
equipment manufacturers for their products will be followed.
Repair of Equipment
Repair shall be defined as the best-effort required restoring to normal operating condition any
equipment covered under this agreement which is in disrepair (not functioning in a normal
fashion) or has become defective. .("defective equipment"). Repair shall consist of the labor
required to restore defective equipment to normal operation. Any cost for parts or depot repair
cost will be paid by the City of Coppell.
If equipment cannot, in the City of Carrollton's opinion, be properly or economically serviced
for any reason including excessive wear, unavailability of parts, the state of technology, or the
practical feasibility of providing repair services, the City of Carrollton may: (1) modify the
scope of services related to such equipment; (2) remove such equipment from service
agreement; or (3) increase the price to service such equipment.
In no event shall the City of Carrollton be responsible for the cost to replace equipment that is
obsolete or beyond economical repair.
Field Replaceable Units (FRU's)
FRU's are readily accessible, essential spare cards or equipment owned by the customer and
used in an effort to restore the system to proper operation in the least amount of time.
Equipment components which are determined to be in failure shall be replaced wherever
possible with FRU's, in an attempt to restore the system to proper operation. The FRU which
was determined to be in failure would then be repaired and returned to the FRU inventory.
The exact quantity of spare equipment and FRU's inventory should be determined by facility
location and equipment usage, type, quantities, and priorities. The City of Coppell is solely
responsible for the costs to acquire all FRU's and spare equipment.
Service for Fixed Equipment
Coppell staff will contact the City of Carrollton Radio Operations to request service on fixed
equipment. All fixed equipment will be serviced during normal working hours, except those
items designated as 7x24 services on Appendix A.
All items designated as 7x24 on Appendix A will be serviced on a 7 days per week, 24 hours
per day basis for failures.
Exhibit-A Scope of Work
Page 1 of 4
Exhibit-A Scope of Work
Public Safety Radio System and Associated Equipment
Preventive Maintenance
Routine preventive maintenance inspections on equipment covered under this agreement will
be provided once annually for Public Safety and biennially for the remaining city equipment.
Specific preventative maintenance schedules shall be negotiated with Coppell to ensure that
they occur at mutually agreed times. Routine Preventive Maintenance inspection will include
but is not limited to:
Transmitter power output
Reflected power
Frequency
Modulation level
Coded Squelch frequency and modulation level
Receiver sensitivity
Coax Line Sweeps and visual inspection of cable and connectors
Console audio levels and inspection
Health assessment of PC's
Complete system optimization
Radio Programming
All radio programming services are included as part of this support agreement. This includes
mobile and portable radio equipment and dispatch console configuration changes.
Additional Services
It is recognized that there may be times when the City of Coppell may need or desire to have
additional services provided. A standard time and material rate is outlined in Appendix A
along with pricing for some specific requested services outlined below.
Complete Police Patrol vehicle Builds
CCTV Services
Control Access
Mobile Video
ALPR
Mobile Data Terminal
Wireless Access points for Wi-Fi
Response and Restoration Times
Maintenance personnel shall respond to and restore reported failures of fixed equipment
according to the chart below. Restoration of failed equipment may be met with the use of
temporary or permanent repairs or temporary or permanent replacement equipment and is
subject to the local availability of a FRU or spare unit or sub assembly. The city of Carrollton
shall not be responsible should the restore times not be met due to lack of finctioning FRU's
or the inability to obtain repair parts from the manufacturer(s) within the restoral time
window.
Exhibit-A Scope of Work
Page 2 of 4
Exhibit-A Scope of Work
Public Safety Radio System and Associated Equipment
For the purposes of this agreement Response Time or "respond" shall be defined as the time
from which The City of Carrollton or its authorized representative receives the notification
and the time in which a Service Technician arrives on site and begins diagnostic procedures,
by any means available on the equipment identified to be in disrepair or defective.
For the purposes of this agreement Restoration Times or "restore" shall be defined as the
maximum maintenance downtime incurred as part of restoring,the system to at least partially
mission capable status.
SEVERITY RESPONSE AND RESTORAL REQUIREMENTS
Excluded Services
Real cost of repair parts or depot repair cost.
Radio tower climbs of any type excluding building roof tops.
SEVERITY
Severity One: Complete system
inoperative, Console system
inoperative
Severity Two: 20% or more of the
transmitter stations inoperable,
single console inoperable
Severity Three: Non-Emergency
requests or minor system faults
Term of Scope of Work
This agreement shall begin on October 1,2010 and will renew each year on October 1. Each
subsequent renewal term will be subject to a cost escalation not to exceed 5%. Either party,
upon sixty (60) days prior written notice, may cancel this agreement. All payments will be
made for work completed and materials provided up to the time of termination.
Exhibit-A Scope of Work
Page 3 of 4
RESPONSE
TIME
2 Hours
4 Hours
72 Hours
RESTORE
TIME
4 Hours
12 Hours
,20 Hours
Appendix-1
Equipment List and Pricing
1 3 1 associated hardware and radio control stations 1 7x24
Qty Description
Motorola Gold Elite Dispatch consoles and all
Public Works mobile and portable units
Fire station alerting systems with associated
of service
8x5
--
equipment 7x24
All fire apparatus headset systems and
associated equipment
All radio equipment associated with the storm
1 I as needed basis 1 8x5
7x24
siren warning system
Reconditioning of portable radio batteries on an
Payments
Upon execution of this document, the City of Coppell shall pay the City of Carrollton for services provided
under this agreement as follows:
7x24
For the maintenance period October 1,2010 -September 30,20 11 $18,000
Additional charges, for services requested and authorized by Coppell, will be billed monthly. All payments are
due within 30 days of the invoice date.
All depot repair cost will be passed through at cost plus shipping with no markup. Any parts purchased
at Wholesale prices will incur a 15% markup.
Basic time and material rate for additional services:
$85.00 per hour Junior Technician/Installer
$1 10.00 per hour Senior Technician rate
Patrol Car Vehicle Builds $995.00 (additional equipment may be added for additional labor charges as
specified above.
Basic patrol car builds will consist of the following:
Equipment consoles Prisoner Seat
MDC Radio and antennas
Gun locks Radar
Printer ETS
Mobile Video All emergency lighting ,siren
Prisoner partition and.lighting control
Page 4 of 4
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
November 9, 2010
14
✔
CONTRACT/BID or PROPOSAL
Consider and authorize City Manager to negotiate and execute a purchase and sale agreement, and any necessary
agreements and instruments related thereto, for the transfer of Lot 2, Block A of the Grapevine Springs Community
Center Addition, approximately 0.1365013 acres of land, to the Coppell Economic Development Foundation, acting
as an independent foundation, for the resale of such property to Elias R. Dragon and Ann M. Dragon.
Elias and Ann Dragon have requested purchasing Lot 2, Block A of the Grapevine Springs Community Center
Addition. The Dragons have been leasing this property from the City for several years. The Dragons also maintain the
garden currently located on this piece of property.
Staff recommends approval.
!Dragon Purchase and Sale Agr - 1 AR
MEMO
Date: November 9, 2010
From: Mindi Hurley, Economic Development Coordinator
RE: Purchase and Sale Agreement – Elias and Ann Dragon
Elias and Ann Dragon have been leasing approximately 0.1365013 acres of land located
at the SWC of Bethel Rd. and Park Rd. from the City of Coppell for several years. The
land is Lot 2, Block A of the Grapevine Springs Community Center Addition, and it sits
directly east of the Dragons’ current residence. With permission from the City, the
Dragons have been maintaining a garden on this property. The Dragons have requested
purchasing this land from the City of Coppell for $4.00 per sq. ft. At this price, the
purchase price would be $23,7834.
During the negotiations for the sale of land to the Dragons, staff discovered the City
needed to acquire right-of-way from the front of the Dragons current residence to
reconstruct Bethel Rd. The City has requested purchasing approximately 649 sq. ft. of
right-of-way from the Dragons at a purchase price of $4.00 per sq. ft. At the time of the
sale of Lot 2, Block A of the Grapevine Springs Community Center Addition, the City
will receive their necessary right-of-way, and the total purchase price for the Dragons
will be reduced by the cost of the approximate 649 sq. ft. of land that the City will be
acquiring from the Dragons. The total purchase price for this piece of land after
subtracting out the 649 sq. ft. of right-of-way is $21,188.
A restriction agreement on the land will accompany the purchase and sale agreement, and
it will prevent the construction of any buildings or structures on this land without the
prior consent of the City. It will also provide an easement for the City to construct a
monument sign on the land if ever needed.
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
PURCHASE AND SALE AGREEMENT
Seller: City of Coppell
Attn: City Manager
255 Parkway Blvd.
Coppell, Texas 75019
972/304-3673 Phone
Purchaser: Coppell Economic Development Foundation, Inc.
255 Parkway Blvd.
Coppell, Texas 75019
Attn: Bradley Snyder
972/304-3677 Phone
Land: The Surface Estate only of Lot 2, Block A, Grapevine Springs Community
Center, an Addition to the City of Coppell, Dallas County, Texas,
according to the map or plat thereof recorded as Instrument No.
20080382276, Official Public Records, Dallas County, Texas.
Title Company: Republic Title of Texas
Attn: Jay Turner
8810 N. MacArthur Blvd.
Irving, Texas 75063
Closing Date: Concurrent with the Purchaser’s closing of the sale of the Land to Elias R.
Dragon and Ann Dragon, or other date agreed to by the parties in writing.
Purchase Price: $4.00 per square foot.
Inspection Period The period commencing from the Effective Date of the Dragon Contract
and ending sixty (60) calendar days later.
Restriction The restriction agreement attached hereto as Exhibit “B”.
Agreement:
Grant: The economic development grant equal to the difference between the fair
market value of the Land as determined by an appraisal obtained by the
City of Coppell, and the Purchase Price, if any.
Right-of-Way: Approximately 0.015 acres of land presently owned by Dragon as more
particularly described in Exhibit “A”, attached hereto and incorporated
herein by reference, which Purchaser and Seller agree shall be adjusted as
necessary to conform to a survey of the Right-of-Way to be prepared by or
at the direction of Seller.
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
WHEREAS, the Seller is authorized by Section 380.001 TEX. LOC. GOV’T CODE to
provide economic development incentives to support the expansion of local business activity,
employment and development; and
WHEREAS, the Purchaser desires to purchase the Land from the Seller for resale to
Elias R. Dragon and Ann Dragon (collectively hereafter referred to as “Dragon”) pursuant to that
certain Purchase and Sale Agreement between Purchaser and Dragon of even date herewith (the
“Dragon Contract”) for the development of a personal garden; and
WHEREAS, Section 272.001 of the TEX. LOC. GOV’T CODE allows the Seller to convey
land it wants developed by contracting with an independent foundation without auction or
soliciting competitive bids; and
WHEREAS, the Purchaser is a Texas non-profit corporation and qualifies as an
independent foundation under Section 272.001 TEX. LOC. GOV’T CODE; and
WHEREAS, the Seller desires the Purchaser to develop the Land by the subsequent
transfer of the Land to Dragon in accordance with the Restriction Agreement.
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
1. Sale and Purchase. Seller agrees to sell, and Purchaser agrees to purchase the
Land as provided in this Agreement.
2. Title, Survey, and Inspection Reports. Seller and Purchaser understand and
acknowledge that Purchaser has contracted with Dragon pursuant to the Dragon Contract to sell
and convey the Land to Dragon. In order to save Seller, Purchaser, and Dragon the cost of
multiple surveys and title policies and to expedite both transactions, Purchaser and Seller agree:
(a) Seller, as owner of the Land, agrees to reasonably cooperate with
Purchaser’s obligations as Seller set forth in Dragon Contract with respect to curing title
objections and, pursuant thereto, Purchaser shall immediately forward to Seller any and all
notices received by Purchaser pursuant to the Dragon Contract. Seller shall in good faith attempt
to satisfy or cure Dragon’s objections to title prior to closing, but Seller shall not be required to
incur any cost to do so;
(b) The transactions described in this Agreement and the transactions
described in the Dragon Contract shall be treated by the Title Company as a pass-through
transaction such that Title Company shall issue only one owner’s title policy to Dragon as the
ultimate purchaser and owner of the Land pursuant to the Dragon Contract; and
(c) Seller and Purchaser will accept, review, and rely upon the survey,
environmental studies, and other inspection reports of the Land obtained by Dragon pursuant to
the Dragon Contract as if they were obtained by Purchaser pursuant to this Agreement.
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
3. Inspection Period.
(a) During the Inspection Period, Purchaser and/or Dragon and their agents or
employees shall have the right to enter upon the Land and conduct such inspections, tests and
studies as they may deem necessary. If for any reason Dragon determines not to purchase the
Land based on such inspections and Dragon terminates the Dragon Contract in accordance with
its terms, then this Agreement shall also be terminated upon notice provided by Purchaser to
Seller and neither party shall have any further claim against the other under this Agreement.
(b) Seller acknowledges and understands that pursuant to the Dragon
Contract, Dragon has agreed that they shall be responsible for any damages caused by Dragon’s
inspection of the Land pursuant to the Dragon Contract. Unless otherwise agreement by Seller,
Purchaser shall require Dragon to repair any damage to the Land it causes or that is caused by its
contractors, agents or invitees, and agrees to enforce the provisions requiring that Dragon
indemnify and defend Purchaser and Seller and to hold Purchaser and Seller harmless from and
against any and all claims, liabilities or damages to the Land or against Purchaser or Seller
caused by Dragon’s and/or its contractors, agents, representatives or employees’ actions during
the Inspection Period or as a result of any inspection of the Land by such parties.
4. Closing.
(a) The closing of the sale of Land shall occur concurrently with the Closing
of the Dragon Contract.
(b) At the closing Seller shall deliver to the Title Company:
(i) a special warranty deed, in form and substance reasonably
acceptable to Seller and Purchaser, conveying good and indefeasible title to the Land to
Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions,
excluding the mineral rights, such mineral rights being reserved by the Seller provided
the deed shall specifically provide that the grantee retains the surface rights with respect
to the Land such that no exploration for oil, gas or other minerals shall occur on the
surface of the Land;;
(ii) a Texas Owner’s policy of title insurance (or equivalent) in the
amount of the Purchase Price, insuring such title to Purchaser; and
(iii) possession of the Land, free of parties in possession.
(c) Purchaser shall deliver the Purchase Price to Seller, less the Grant, in cash
or immediately available funds; the Restriction Agreement duly executed by Dragon and
Purchaser, and the dedication document evidencing the conveyance of the Right of Way to Seller
by Dragon.
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
5. Taxes. Purchaser understands and acknowledges the Land is presently exempt
from the assessment of ad valorem taxes, which status will change upon conveyance of the Land
to Dragon. Purchaser has obtained agreement that Dragon shall be responsible for payment of
current year taxes on the Land prorated from the date of Closing to December 31 of the year of
Closing; provided, however, Seller agrees to be liable for the payment of any rollback taxes that
may become due after Closing of the Dragon Contract as the result of any change of use of the
Land resulting from said conveyance.
6. Closing Costs.
To the extent not paid by Purchaser pursuant to the closing of the sale of the Land
by Purchaser to Dragon pursuant to the Dragon Contract, Seller hereby agrees to pay and be
responsible for closing costs, including, but not limited to:
(i) Title Company’s escrow fees;
(ii) The cost of all tax certificates relating to all taxes and other assessments
incurred or arising in relation to the Land;
(iii) Any fees or premiums related to issuance of a Owner’s Title Policy and
any endorsements made thereto; provided, however, it is understood and agreed that the parties
shall execute such documents as required by the Title Company so that the cost of the Owner’s
Title Policy and any related endorsements are passed through to the sale of the Land by Buyer to
Dragon, it being the intent of Buyer and Seller that only one title policy by issued in favor of
Dragon following the concurrent closing of the transactions contemplated by this Agreement and
the transactions between Buyer and Dragon;
(iv) Recording fees for the special warranty deed and the Restriction
Agreement;
(v) Such other incidental costs and fees customarily paid by sellers of real
estate in Dallas County, Texas for transactions of a similar nature to the transaction contemplated
herein.
7. Conditions of Closing. Closing shall occur only upon: the satisfaction of the
following additional conditions:
(a) Purchaser and Dragon entering into the Dragon Contract for the sale of the
Land to Dragon, and in fact closing on said sale; and
(b) Dragon dedicating the Right-of-Way to the Seller by plat or separate
instrument reasonably acceptable to Seller; and
(c) . Dragon and Purchaser signing in recordable form the Restriction Agreement
at or prior to Closing
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
8. Permitted Exceptions. In addition to objections to title to which Buyer has
waived and agreed to accept pursuant to Section 2, the following matters shall constitute
Permitted Exceptions:
(a) The Restriction Agreement set forth in Exhibit “B” (“Restriction
Agreement”), which shall be referenced in the Special Warranty Deed;
(b) The zoning, the lien for current taxes, the environmental condition of the
Land at the time of Closing;
(c) The ten foot (10.0’) sidewalk and utility easement and the dedicated road
right of way affecting the Land as shown on the plat of the Land recorded as Instrument No.
20080382276, Official Public Records, Dallas County, Texas, which shall be reserved to the City
pursuant to the Purchase and Sale Agreement between CEDF and the City;
(d) An easement reserved to the City on the Land for location of a monument
sign on the Land;
(e) The reservation of all oil, gas, and other minerals to the City, subject to a
waiver of use of surface rights with respect to exploration or production of such oil, gas, and/or
minerals.
9. Property Restriction. Seller and Purchaser agree and understand that the Land is
being conveyed by Seller pursuant to TEX. LOC. GOV'T CODE §272.001 that allows the Seller to
convey land it wants developed by contracting with an independent foundation without
solicitation of competitive bids. Purchaser agrees to serve as an independent foundation to have
the Land developed in accordance with the terms set forth herein. Accordingly, Purchaser agrees
and covenants that the Land shall be transferred to Dragon subject to the Restriction Agreement.
10. Representations and Covenants. Seller represents and covenants that: (a) it has
authority to enter into this Agreement; and (b) no other person has any interests in or claims
against the Land (other than as reflected by the title commitment), and it will not hereafter
encumber the Land. Purchaser represents that it has authority to enter into this Agreement. The
only representations made by any party concerning the Land and this Agreement are as set out in
this Section 7.
11. Land Sold As Is.
(a) Purchaser represents that as of the Closing Date, Purchaser will have fully
inspected the Land or will have made all investigations as it deems necessary or appropriate and
will be relying solely upon its inspection and investigation of the Land for all purposes
whatsoever, including, but not limited to, the determination of the condition of the structures,
improvements, soils, subsurface, drainage, surface and groundwater quality, and all other
physical characteristics; availability and adequacy of utilities; compliance with governmental
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
laws and regulations; access; encroachments; acreage and other survey matters and the character
and suitability of the Land.
(b) In addition, Purchaser acknowledges and agrees that the Land is being
purchased and will be conveyed “AS IS” with all faults and defects, whether patent or latent, as
of the Closing.
(c) There have been no representations, warranties, guarantees, statements or
information, express or implied, pertaining to the Land, its condition, or any other matters
whatsoever, made to or furnished to Purchaser by Seller or any employee or agent of Seller,
except as specifically set forth in this Agreement.
12. Remedies. If Purchaser defaults, Seller’s sole remedy shall be to terminate this
Agreement. If Seller defaults, Purchaser’s sole remedy shall be to terminate this Agreement.
13. Notices. Notices must be in writing to and given at the addresses stated above.
Notice given by delivery service or fax shall be effective upon receipt at the address of the
addressee; notice given by mail shall be effective upon receipt.
With a copy to:
Robert E, Hager and Kevin B. Laughlin
Nichols, Jackson, Dillard,
Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 North Akard
Dallas, Texas 75201
14. Conveyance of Right-of-Way. Purchaser understands and acknowledges that the
conveyance of the Right-of-Way to Seller is a condition of Closing and, therefore, constitutes
additional consideration from Purchaser to Seller pursuant to this Agreement. In conveying the
Right-of-Way to Seller, Purchaser shall obtain the agreement of Dragon to expressly release and
waive, on behalf of themselves, their heirs, successors and assigns, including any future lessees
of the mineral estate related to the land from Dragon, or their heirs, successors or assigns, the
right to enter upon the surface of the Right-of-Way for purposes of exploring for, developing,
drilling, producing, transporting product, mining, treating, storing or any other purpose incident
to the development or production of the oil, gas and other minerals in, on and under the Right-of-
Way, provided, however, nothing in the instrument conveying the Right-of-Way to Seller shall
prohibit Dragon, or their heirs, successors or assigns, to develop or produce the oil, gas and other
minerals at a depth of not less than 200 feet beneath the Right-of-Way by pooling or by
directional drilling under the Right-of-Way from well sites located on property other than the
Right-of-Way.
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
15. Miscellaneous.
(a) Entireties. This Agreement contains the entire agreement of the parties
pertaining to the Land.
(b) Modifications. This Agreement may only be modified by a written
document signed by both parties.
(c) Assignment. Purchaser may not assign its rights under this Agreement to
any entity without the express written consent of Seller.
(d) Time is of the Essence. Time is of the essence with respect to the
performance by the parties of their respective obligations hereunder.
(e) Non-Business Day. If the final date of any period provided herein for the
performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or
holiday, then the end of such period shall be extended to the next business day.
(f) Zoning. Seller assumes no obligation to change or caused to be changed
the current zoning on the Land.
(g) Brokers. Seller and Purchaser represent and warrant that they have not
worked with any broker relative to this transaction and that no brokerage commission is due and
payable upon the Closing.
(h) Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original for all purposes and constitute one and
the same instrument; but in making proof of this Agreement, it shall not be necessary to produce
or account for more than one such counterpart.
(i) Legal Construction. In the event any one or more of the provisions
contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in
any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and the
Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been
contained in it.
(j) Law Governing. This Agreement shall be construed under and in
accordance with the laws of the State of Texas; and venue for any action arising from this
Agreement shall be in the State District Court of Dallas County, Texas. The parties agree to
submit to the personal and subject jurisdiction of said court.
(k) Survival of Covenants. Any of the representations, warranties, covenants,
and obligations of the parties, as well as any rights and benefits of the parties, pertaining to a
period of time following the Closing shall survive.
(l) Effective Date. The last date of execution hereof by Seller and Purchaser.
Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
Executed on the _____ day of _________________, 2010.
Seller:
City of Coppell, Texas
By:
Clay Phillips, City Manager
Executed on the _____ day of _________________, 2010.
Purchaser:
Coppell Economic Development Foundation,
Inc.
By:
Name: Bradley Snyder
Title: Director
Exhibit “A” to Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
Exhibit "A"
Legal Description Permanent Right-of-Way
BEING 0.015 acre of land located in the JAMES A. SIMMONS SURVEY, Abstract No. 1296,
Coppell, Dallas County, Texas, and being a portion of the Tract of land conveyed to Elias R.
Dragon, and wife Ann M. Dragon by the deed recorded in Volume 2001170, Page 2299 of the
Official Public Records of Dallas County, Texas, said, 0.015 acre being more particularly
described by metes and bounds, as follows:
BEGINNING at a 1/2" iron rod found, at the Northwest corner of said Dragon Tract, lying in the
existing South right-of-way line of Bethel Road;
THENCE N 89 degrees 47 feet 48 inches E 101.25 feet, along the existing South right-of-way
line of said Bethel Road, to a point at the Northeast corner of said Dragon Tract;
THENCE S 00 degrees 39 feet 23 inches E 6.40 feet, along the East boundary line of said
Dragon Tract, to a 1/2" iron rod set, in the new South right-of-way line of said Bethel Road;
THENCE S 89 degrees 47 feet 52 inches W 101.30 feet, along the new South right-of-way line
of said Bethel Road, to a 1/2" iron rod set, in the West boundary line of said Dragon Tract;
THENCE N 00 degrees 15 feet 48 inches W 6.40 feet, along the West boundary line of said
Dragon tract, to the PLACE OF BEGINNING, containing a 0.015 acre (649 square feet) of land.
Exhibit “B” to Coppell/CEDF Purchase & Sale Agreement (Dragon) – Page 8 24395
Exhibit “B”
Restriction Agreement
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 ȱ
City Manager's Office
November 9, 2010
15
✔
CONTRACT/BID or PROPOSAL
Consider and authorize City Manager to negotiate and execute a purchase and sale agreement, and any necessary
agreements and instruments related thereto, for the transfer of Lot 1, Block A; Lot 1, Block B; Lot 1, Block C; Lot 1, Block
D; Lot 1, Block E; Lot 1, Block F; Lot 2, Block G; and Lot 2, Block A of the Old Town Addition, approximately 10.06 acres
of land, to the Coppell Economic Development Foundation, acting as an independent foundation, for the resale of
such property to CSE Commercial Real Estate. L.P. for the future development of a mixed-use center.
This agreement allows the City Manager to transfer specific lots in the Old Town Addition to the Coppell Economic
Development Foundation. Those lots will be sold to CSE Commercial Real Estate, L.P. over a maximum period of 7
years for the development of a mixed-use center. The land is being sold for $3.53 per square foot.
Staff recommends approval.
!Main St at Old Coppell Purchase Agr
MEMO
Date: November 9, 2010
From: Mindi Hurley, Economic Development Coordinator
RE: Main Street at Old Town Coppell
The Old Coppell Master Plan, completed in 2002, was a project that included a large
amount of public input to help reflect the community’s vision for the future Old Town
Coppell. The plan made numerous recommendations for physical improvements as well
as policy and market strategies. All recommendations from the plan dealt with the
revitalization of Old Town Coppell, increasing pedestrian connectivity in the district and
creating a mixed-use environment that increased awareness and activity in the area.
City staff has been working with CSE Commercial Real Estate, L.P. (CSE) to accomplish
these very things through the purchase and sale of approximately 10.06 acres of land in
the Old Town Addition. CSE will develop a mixed-use center that includes residential,
office, restaurant and retail uses. All development will follow the design guidelines
established for Old Town Coppell. The City will also develop and maintain a multi-
purpose pavilion, playground equipment, a water feature and ample parking to serve this
development as well as other patrons in the Old Town Coppell area. This site should
serve as a gathering place for the entire community and create vehicle and pedestrian
traffic that will benefit all merchants located in Old Town Coppell.
The agreements on the City Council agenda tonight address the purchase and sale of the
approximate 10.06 acres being purchased by CSE, the shared responsibilities of
development for the City and CSE, and the parking that accompanies this mixed-use
development. The Purchase and Sale Agreement allow the City to transfer the
appropriate land to the Coppell Economic Development Foundation for the resale of the
property to CSE. The Development Agreement outlines what development will take
place and which party is responsible for that particular piece. The Shared Parking
Agreement establishes the joint use of public parking in the development.
CSE will purchase land to construct 13 retail office cottages, 38 garden/patio homes or 44
townhomes, 11 retail service buildings, 2 restaurants, an entry feature and some private
parking for a total purchase of $1,552,182. The selling price is $3.53 per square foot.
The first phase of development will include at a minimum 1 retail service building, 1
office cottage and 14 units of garden/patio homes for a total of 84, 200 sq. ft. CSE will
have 7 years to purchase all remaining land.
CSE will pay $50,000 at the time the documents are executed and will have 240 days to
inspect the property. On the 240th day, CSE will make an additional payment of
$200,000. CSE must exercise an option to buy Phase One of the land no later than 30
days after the last day of the inspection period, and the first phase of land must be
purchased no later than 45 days after the option is exercised. At the time of closing for
phase one, CSE will pay $297,226 for the land purchased unless they purchase more than
84,200 sq. ft. The $250,000 option fee will be retained throughout the duration of the
project and will be applied to the land purchase when CSE is ready to purchase the last
70,822 sq. ft.
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 1 46185
PURCHASE AND SALE AGREEMENT
This Purchase and Sale Agreement (“Agreement”) to buy and sell real property is
entered between Seller and Buyer as identified below and is effective on the date set forth in
Section (“Effective Date”) of the last of the signatures by Seller and Buyer as parties to this
Agreement, acknowledgement by Title Company of receipt of this Agreement.
Seller: City of Coppell
Attn: City Manager
255 Parkway Blvd.
Coppell, Texas 75019
Phone: (972) 304-3618
Fax: (972) 304-3673
Type of entity: Texas Home Rule Municipality
Buyer: Coppell Economic Development Foundation, Inc.
Attn: Bradley Snyder, President
255 Parkway Boulevard
P. O. Box 9478
Coppell, Texas 75019
Phone: (972) 304-3677
Fax: (972) 304-3673
Type of entity: A Texas non-profit corporation
Title Company: Republic Title of Texas
8810 N. MacArthur Blvd.
Irving, Texas 75063
Attn: Jay Turner
Phone: (972) 401-0222
Fax: (972) 401-0333
Property: The Surface Estate Only of Proposed Lot 1, Block A, Lot 1, Block B, Lot 1,
Block C, Lot 1, Block D, Lot 1, Block E, Lot 1, Block F, and Lot 2, Block G, Old
Town Addition, Addition to the City of Coppell, Dallas County, Texas, according
to the map or plat depicted in Exhibit “A,” attached hereto and incorporated
herein by reference, said property being part of a 23.118 acres of land located in
JAMES A. SIMMONS SURVEY, ABSTRACT NO. 1296, Coppell, Dallas
County, Texas, consisting of (1) the land designated as Tract II in the deed to the
City of Coppell, Texas recorded in Volume 2003094, Page 797 of the Deed
Records of Dallas County, Texas, and (2) the land conveyed to the City of
Coppell by the deeds recorded in County Clerk’s File No. 20070000802, and
County Clerk’s File No. 200900282446 of the Deed Records of Dallas County,
Texas. For purpose of this Agreement, the term “Property” shall mean all or any
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 2 46185
portion of the above described real property as described in the notices exercising
the options delivered to Buyer by CSE pursuant to the Option Agreement.
Inspection Period: As determined by the Option Agreement.
Closing Date: Concurrent with the various closing dates on the purchase of the Property,
or portions thereof, as set forth in the certain Option Agreement dated
November ___, 2010, (“the Option Agreement”) between Buyer and CSE
Commercial Real Estate, L.P. (“CSE”)
Purchase Price: $3.53 per Net Land Area as shown in Exhibit A-1, attached hereto and
incorporated herein by reference.
Additional
Consideration: None
Earnest Money: None
Effective Date: Last date of execution of this Agreement by the parties.
NOW, THEREFORE, in consideration of the sum of Ten and No/100 Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Sale and Purchase. Seller agrees to sell, and Buyer agrees to purchase, the
Property subject to reservations and limitations of record or as set forth in this Agreement, and
improvements thereon, if any, as provided in this Agreement.
2. Title, Survey, and Inspection Reports. Seller and Buyer understand and
acknowledge that Buyer has contracted with CSE pursuant to the Option Agreement to sell and
convey the Property to CSE. In order to save Seller, Buyer, and CSE the cost of multiple
surveys and title policies and to expedite both transactions, Buyer and Seller agree:
(a) Seller, as owner of the Property, agrees to reasonably cooperate with
Buyer’s obligations as Seller set forth in Option Agreement with respect to curing title
objections and, pursuant thereto, Buyer shall immediately forward to Seller any and all
notices received by Buyer pursuant to the Option Agreement;
(b) The transactions described in this Agreement and the transactions
described in the Option Agreement shall be treated by the Title Company as a pass-
through transaction such that Title Company shall issue only one owner’s title policy to
CSE as the ultimate purchaser and owner of the Property pursuant to the Option
Agreement; and
(c) Seller and Buyer will accept, review, and rely upon the survey,
environmental studies, and other inspection reports of the Property obtained by CSE
pursuant to the Option Agreement as if they were obtained by Buyer pursuant to this
Agreement.
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 3 46185
3. Inspection Period.
(a) During the Inspection Period set forth in the Option Agreement, Buyer and CSE
and their respective agents or employees shall have the right to enter upon the Property during
regular business hours upon reasonable notice and conduct such inspections, tests and studies as
they may deem necessary.
(b) Buyer may terminate this Agreement by notifying Seller and Title Company in
writing prior to Closing if CSE terminates the Option Agreement with Buyer. In such event
neither party shall have any further claim against the other under this Agreement.
4. Closing.
(a) At the Closing, Seller shall deliver to the Title Company:
(i) a special warranty deed, in form and substance reasonably acceptable to
Seller and Buyer, conveying good and indefeasible title to the Property to Buyer free and
clear of any and all encumbrances, except the Permitted Exceptions;
(ii) a Texas owner’s policy of title insurance (or equivalent) in the amount of
the Purchase Price, insuring such title to Buyer;
(iii) possession of the Property, free of parties in possession;
(iv) such other documents that the Title Company may reasonably require of
Seller.
(b) At the closing, Buyer shall deliver to Seller through Title Company:
(i) the Purchase Price in cash or immediately available funds;
(ii) such other documents that the Title Company may reasonably require of
Seller.
5. Taxes. Buyer understands and acknowledges the Property is presently exempt
from the assessment of ad valorem taxes, which status will change upon conveyance of the
Property by Buyer to CSE. Buyer shall ensure that CSE has agreed to be responsible for
payment of current year taxes on the Property prorated from the date of Closing to December 31
of the year of Closing.
6. Brokers’ Commissions. Buyer and Seller each represent that they have not been
represented in whole or in part by a licensed Texas Real Estate broker or agent and that no
commission or fee is to be paid at Closing to any real estate broker or agent.
7. Closing Costs.
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 4 46185
To the extent not paid by CSE pursuant to the closing of the sale of the Property by Buyer
to CSE, Seller hereby agrees to pay and be responsible for closing costs, including, but not
limited to:
(i) Title Company’s escrow fees;
(ii) The cost of all tax certificates relating to all taxes and other assessments
incurred or arising in relation to the Property;
(iii) Any fees or premiums related to issuance of a Owner’s Title Policy and
any endorsements made thereto; provided, however, it is understood and agreed that the
parties shall execute such documents as required by the Title Company so that the cost of
the Owner’s Title Policy and any related endorsements are passed through to the sale of
the Property by Buyer to CSE, it being the intent of Buyer and Seller that only one title
policy by issued in favor of CSE following the concurrent closing of the transactions
contemplated by this Agreement and the transactions between Buyer and CSE;
(iv) Recording fees for the special warranty deed and the Restriction
Agreement;
(v) Such other incidental costs and fees customarily paid by sellers of real
estate in Dallas County, Texas for transactions of a similar nature to the transaction
contemplated herein.
8. Permitted Exceptions. Buyer acknowledges and agrees that the Property will be
conveyed subject to the existing zoning, the statutory lien for current taxes, and the
environmental condition, which shall be deemed to be Permitted Exceptions. In addition, those
matters constituting permitted exceptions under the Option Agreement shall also be Permitted
Exceptions.
9. Property Development: Seller and Buyer agree and understand that the Property
is being conveyed by Seller without competitive bids pursuant to TEX. LOC. GOV'T CODE
§272.001(b)(4). Buyer agrees to serve as an independent foundation to have the Property sold to
and developed by CSE for the Project as defined in the Option Agreement.
10. Representations and Covenants.
(a) Seller represents and covenants that:
(i) Seller has authority to enter into this Agreement;
(ii) no other person has any interest in or claims against the Property (other
than as reflected by the title commitment); and
(iii) Seller will not hereafter encumber the Property.
(b) Buyer represents that it has authority to enter into this Agreement.
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 5 46185
The only representations made by any party concerning the Property and this Agreement are as
set out in this Agreement.
11. Land Sold “AS IS.”
(a) Buyer represents that as of the Closing Date that it:
(i) will have made all investigations as Buyer deems necessary or appropriate
and;
(ii) will be relying solely upon Buyer’s inspection and investigation of the
Property for all purposes whatsoever, including, but not limited to, the determination of
the condition of the structures, improvements, soils, subsurface, drainage, surface and
groundwater quality, and all other physical characteristics; availability and adequacy of
utilities; compliance with governmental laws and regulations; access; encroachments;
acreage and other survey matters and the character and suitability of the Property.
(b) Buyer acknowledges and agrees that the Property and the improvements located
thereon are being purchased and will be conveyed “AS IS” with all faults and defects, whether
patent or latent, as of the Closing.
(c) Buyer further acknowledges and agrees there have been no representations,
warranties, guarantees, statements or information, express or implied, pertaining to the Property
or the improvements, its condition, or any other matters whatsoever, made to or furnished to
Buyer by Seller or any employee or agent of Seller, except as specifically set forth in this
Agreement.
12. Remedies. If a party hereto defaults, the non-defaulting party’s sole remedy shall
be to terminate this Agreement by providing written notice to the defaulting party.
13. Assignment of Rights to Option Fee. As additional consideration for this
Agreement, Buyer hereby assigns any and all rights that Buyer has as Seller pursuant to the
Option Agreement to receipt of the Option Fee as defined in Section 2.1 of the Option
Agreement, in the event the Option Agreement is terminated under such circumstances that
Buyer becomes entitled to receipt of the Option Fee. Seller understands, acknowledges, and
agrees that Seller shall have no vested rights in and to the Option Fee unless and until such rights
are vested in Buyer pursuant to the Option Agreement.
14. Reservation of Minerals. Buyer agrees that Seller, for itself and its successors
and assigns, as their interests may appear, reserves unto Seller all oil, gas and other minerals
owned by Seller located in and under and that may be produced from the Property to the extent
not reserved by prior grantors; provided, however, Seller, for itself and its successors and assigns
hereby waives all surface rights and other rights of ingress and egress in and to the Property, and
agrees that in conducting operations with respect to the exploration for and production,
processing, transporting and marketing of oil, gas and other minerals from the Property, that no
portion of the surface of the Property will be used, occupied or damaged and that fixtures,
equipment, buildings or structures used in connection with the exploitation of the reserved
mineral, oil and gas rights, shall not be placed on the surface of the Property. Nothing herein,
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 6 46185
however, restricts or prohibits the pooling or unitization of the portion of the mineral estate
owned by Seller with land other than the Property; or the exploration or production of the oil,
gas, and other minerals by means of wells that are drilled or mines that open on land other than
the Property but enter or bottom under the Property, provided that these operations in no manner
interfere with the surface or subsurface support of any improvements constructed or to be
constructed on the Property. The foregoing reservation of minerals and Seller’s waiver of
surface rights set forth above shall be included in the special warranty deed.
15. Notices. Any notice required by or permitted under this Agreement must be in
writing and will be deemed to be delivered (whether actually received or not) when deposited
with the United States Postal Service, postage prepaid, certified mail, return receipt requested,
and addressed to the intended recipient at the address shown in this Agreement. Notice may also
be given by regular mail, personal delivery, courier delivery, facsimile transmission, electronic
mail, or other commercially reasonable means, in which case the notice will be deemed effective
when actually received. Any address for notice may be changed by written notice delivered as
provided herein. In addition to providing a notice to the parties, copies of each notice must be
given to:
Attorney for Buyer:
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
1800 Lincoln Plaza
500 N. Akard
Dallas, Texas 75201
Attn: Robert E. Hager and Kevin B. Laughlin
Phone: (214) 965-9900
Fax: (214) 965-0010
16. Effective Date; Termination.
(a) This Agreement shall be effective on the date (a) this Agreement is signed by the
authorized representatives of Buyer and Seller and (b) the Option Agreement is signed by Buyer
and CSE and becomes effective in accordance with the terms of the Option Agreement.
(b) This Agreement shall remain in full force and effect and be terminated upon the
earliest of the following events:
(i) The date of termination of the Option Agreement; or
(ii) The closing on the sale by Buyer of the last portion of the Property to CSE
pursuant to the Option Agreement.
17. Miscellaneous.
(a) Entireties. This Agreement contains the entire agreement of the parties
pertaining to the Property.
(b) Modifications. This Agreement may only be modified by a written document
signed by both parties.
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 7 46185
(c) Assignment. Buyer may not assign its rights under this Agreement to any entity
without the express written consent of Seller.
(d) Time is of the Essence. Time is of the essence with respect to the performance
by the parties of their respective obligations hereunder.
(e) Governing Law. This Agreement shall be construed under and in accordance
with the laws of the State of Texas; and venue for any action arising from this Agreement shall
be in Dallas County, Texas. The parties agree to submit to the personal and subject matter
jurisdiction of said court.
(f) Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts; each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of a number of copies hereof each signed by less than all, but together signed by all of the parties
hereto.
(g) Non-Business Day. If the final date of any period provided herein for the
performance of an obligation or for the taking of any action falls on a Saturday, Sunday, or
holiday, then the end of such period shall be extended to the next business day.
(h) Zoning. Seller assumes no obligation by this Agreement to change or caused to
be changed the current zoning on the Property.
(i) Survival of Covenants. The provisions of Section 11, above, as well as any of
the representations, warranties, covenants, and obligations of the parties, as well as any rights
and benefits of the parties, pertaining to a period of time following the Closing shall survive.
(j). Severability. The provisions of this Agreement are severable. If a court of
competent jurisdiction finds that any provision of this Agreement is unenforceable, the
remaining provisions will remain in effect without the unenforceable parts.
(k) Ambiguities Not to Be Construed against Party Who Drafted Contract. The
rule of construction that ambiguities in a document will be construed against the party who
drafted it will not be applied in interpreting this Agreement.
(l) No Third-Party Beneficiaries. There are no third-party beneficiaries of this
Contract.
(m) No Special Relationship. The parties’ relationship is an ordinary commercial
relationship, and they do not intend to create the relationship of principal and agent, partnership,
joint venture, or any other special relationship.
(Signatures on Following Page)
PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 8 46185
Signed and Agreed on the dates indicated below.
SELLER:
CITY OF COPPELL, TEXAS
By:
Clay Phillips, City Manager
Date:________________________________
BUYER:
COPPELL ECONOMIC DEVELOPMENT
FOUNDATION, INC.
By:______________________________
Bradley Snyder, President
Date:_____________________________
EXHIBIT “A” TO PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 1
EXHIBIT “A”
EXHIBIT “A-1” TO PURCHASE AND SALE AGREEMENT BETWEEN CITY OF COPPELL AND
COPPELL ECONOMIC DEVELOPMENT FOUNDATION, INC. - PAGE 1
EXHIBIT “A-1”
I. Net Land Area as of 07/23/10 per F & N Plat Drawing
Square Feet Acres
1. Lot 1, Block B Entry; Cottage 1-4: 23,415 sq. ft.
2. Lot 1, Block C Cottage 5-10: 31,032 sq. ft.
3. Lot 1, Block A Cottage 11-13 + Park: 61,602 sq. ft.
4. Lot 1, Block D Retail 1-5/Svc 1 - 6: 123,858 sq. ft.
5. Lot 1, Block E Square Rest. F1 - F2: 30,100 sq. ft.
6. Lot 1, Block F TH 1W - 14W; 1E - 14E: 115,064 sq. ft.
7. Lot 2, Block G TH 1S-10S: 54,281 sq. ft.
Total Developer Net Land Area: 439,352 sq. ft. = 10.06 acres
Future Public Development Site: 200,233 sq. ft. = 4.60 acres
Total Net Land Area of Project: 639,585 sq. ft. = 14.68 acres
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 Office
November 9, 2010
16
✔✔
CONTRACT/BID or PROPOSAL
Discuss and consider approving a Development Agreement between the City of Coppell and CSE Commercial Real
Estate, L.P. and authorize the City Manager to sign.
This agreement outlines what will be developed and who will be responsible for each portion of the development
between the City and CSE Commercial Real Estate, L.P. The project is the proposed mixed-use development on the
Old Town Addition.
Staff recommends approval.
!Main St at Old Coppell Dev Agr
MEMO
Date: November 9, 2010
From: Mindi Hurley, Economic Development Coordinator
RE: Main Street at Old Town Coppell
The Old Coppell Master Plan, completed in 2002, was a project that included a large
amount of public input to help reflect the community’s vision for the future Old Town
Coppell. The plan made numerous recommendations for physical improvements as well
as policy and market strategies. All recommendations from the plan dealt with the
revitalization of Old Town Coppell, increasing pedestrian connectivity in the district and
creating a mixed-use environment that increased awareness and activity in the area.
City staff has been working with CSE Commercial Real Estate, L.P. (CSE) to accomplish
these very things through the purchase and sale of approximately 10.06 acres of land in
the Old Town Addition. CSE will develop a mixed-use center that includes residential,
office, restaurant and retail uses. All development will follow the design guidelines
established for Old Town Coppell. The City will also develop and maintain a multi-
purpose pavilion, playground equipment, a water feature and ample parking to serve this
development as well as other patrons in the Old Town Coppell area. This site should
serve as a gathering place for the entire community and create vehicle and pedestrian
traffic that will benefit all merchants located in Old Town Coppell.
The agreements on the City Council agenda tonight address the purchase and sale of the
approximate 10.06 acres being purchased by CSE, the shared responsibilities of
development for the City and CSE, and the parking that accompanies this mixed-use
development. The Purchase and Sale Agreement allow the City to transfer the
appropriate land to the Coppell Economic Development Foundation for the resale of the
property to CSE. The Development Agreement outlines what development will take
place and which party is responsible for that particular piece. The Shared Parking
Agreement establishes the joint use of public parking in the development.
CSE will purchase land to construct 13 retail office cottages, 38 garden/patio homes or 44
townhomes, 11 retail service buildings, 2 restaurants, an entry feature and some private
parking for a total purchase of $1,552,182. The selling price is $3.53 per square foot.
The first phase of development will include at a minimum 1 retail service building, 1
office cottage and 14 units of garden/patio homes for a total of 84, 200 sq. ft. CSE will
have 7 years to purchase all remaining land.
CSE will pay $50,000 at the time the documents are executed and will have 240 days to
inspect the property. On the 240th day, CSE will make an additional payment of
$200,000. CSE must exercise an option to buy Phase One of the land no later than 30
days after the last day of the inspection period, and the first phase of land must be
purchased no later than 45 days after the option is exercised. At the time of closing for
phase one, CSE will pay $297,226 for the land purchased unless they purchase more than
84,200 sq. ft. The $250,000 option fee will be retained throughout the duration of the
project and will be applied to the land purchase when CSE is ready to purchase the last
70,822 sq. ft.
City/CSE Development Agreement - Page 1 29153
STATE OF TEXAS §
§ Development Agreement
COUNTY OF DALLAS §
This Development Agreement (this “Agreement”) is made by and among the City of
Coppell, Texas (the “City”), and CSE Commercial Real Estate, LP, a Texas limited partnership or its
permitted assigns (the “Company”), acting by and through their respective authorized officers or
partners.
WITNESSETH:
WHEREAS, the City owns the real property known as the ”Old Town Addition”
generally located at Coppell Road, Burns Road and Hammonds Road within the City as further
described in Exhibit “A” (the “Land”); and
WHEREAS, the Company desires to purchase a portion of the Land described in
Exhibit “A-1” (the “Option Land”) pursuant to the Option Agreement (hereinafter defined) and
to develop the Land for a mixed use development consisting of (i) approximately thirteen (13)
retail office cottages built with craftsman architectural style, (ii) forty-four (44) town homes or
thirty-eight (38) garden patio homes, (iii) eleven (11) retail service buildings, and (iv) two (2)
restaurants, all of which is to be anchored by a publicly-owned town square (the “Project”); and
WHEREAS, the Company will purchase and develop the Option Land in phases; and
WHEREAS, the parties have or intend to enter into the Option Agreement pursuant to
which the Company shall have the option to purchase the Option Land or portions thereof as
provided therein; and
WHEREAS, the Company has advised the City that a contributing factor that would
induce the Company to purchase the Option Land and construct the Project would be an
agreement by the City to design and construct the Infrastructure and Town Square Improvements
(as those terms are defined below); and
WHEREAS, the City has determined that designing and constructing the Infrastructure
and Town Square Improvements in accordance with this Agreement will further the objectives of
the City, will benefit the City and the City’s inhabitants and will promote local economic
development and stimulate business and commercial activity in the City.
NOW THEREFORE, in consideration of the foregoing, and other valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
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Article I
Term
The term of this Agreement shall begin on the last date of execution hereof (“Effective
Date”) and continue until the Expiration Date, unless sooner terminated as provided herein.
Article II
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“City” shall mean the City of Coppell, Texas.
“City Facilities” shall collectively mean the Public Infrastructure and the Town Square
Improvements.
“Commencement of Construction” shall mean, for the respective phase of the City
Facilities or Private Work as applicable, that: (i) the plans have been prepared and all approvals
thereof required by applicable governmental authorities have been obtained; (ii) all necessary
permits for construction pursuant to the respective plans therefore have been issued by all
applicable governmental authorities; and (iii) grading of the Land has commenced for the
respective phase of the City Facilities or Private Work, as the case may be.
“Company” shall mean CSE Commercial Real Estate, LP, a Texas limited partnership, or
it’s permitted assigns.
“Completion of Construction” shall mean for the respective phase of the Private Work,
Phase One, City Facilities or the Project that: (i) the respective phase of the Private Work, Phase
One, City Facilities or the Project, as the case may be, has been substantially completed, and (ii)
a certificate of substantial completion has been issued by the general contractor(s) for the work
or project; and (iii) the City has accepted the City Facilities, the Private Infrastructure or the
Public Infrastructure, or the City has issued a final certificate of occupancy for the improvements
included within Phase One, or the Private Work, as the case may be.
“Concept Plan” shall mean a preliminary conceptual plan for the development of the Land
for the Project and the City Facilities as depicted in Exhibit “B”.
“Covenants” shall mean a declaration of covenants, conditions, and restrictions to be
recorded in the Official Public Records of Dallas County, Texas concurrently with the closing by
the Company of the purchase of the Phase One Land. The Company and the City shall use good
faith efforts to agree upon the form of the Covenants prior to the end of the Inspection Period (as
defined in the Option Agreement) and it shall be a condition to the Company’s right to purchase
the Phase One Land that the Covenants shall have been approved by the City.
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“Engineering Costs” shall mean all costs of the Engineering Services to be incurred in
connection with the design and construction of the Private Infrastructure and the City Facilities.
“Effective Date” shall mean the last date of execution hereof.
“Engineering Services” shall mean the engineering services to be provided by the Project
Engineers for the design and construction of the Private Infrastructure and the Public Infrastructure
as set forth in the City’s contract(s) with the Project Engineers.
“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 significant part of such
party’s property and such appointment is not terminated within ninety (90) days after such
appointment is initially made, any general assignment for the benefit of creditors, or the
commencement of any proceeding under any bankruptcy or insolvency laws by or against such party
and such proceeding is not dismissed within ninety (90) days after the filing thereof.
“Expiration Date” shall mean the tenth (10th) anniversary of the date the Contract Award
as defined in Article IV, unless sooner terminated as provided herein.
“Finished Lot” shall mean a developed lot or parcel with frontage on a public street with
on-site utilities installed.
“Force Majeure” means any contingency or cause beyond the reasonable control of a
party including, without limitation, acts of God or the public enemy, war, terrorism, riot, civil
commotion, insurrection, criminal acts by unrelated third parties, government or de facto
governmental action (unless caused by acts or omissions of the party) adverse weather, fires,
explosions or floods, strikes, slowdowns or work stoppages.
“Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges,
excises, license and permit fees, and other charges by public or governmental authority, general
and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed,
charged, levied, or imposed by any public or governmental authority on the Company and/or
affecting the Land.
“Infrastructure” shall mean the Public Infrastructure and the Private Infrastructure.
“Land” shall mean the real property described in Exhibit “A”.
“Old Coppell Design Guidelines” shall mean the development guidelines for Old Coppell
Design as approved by the City, from time to time.
“Option Agreement” shall mean that certain option to purchase the Option Land by and
between the Coppell Economic Development Foundation, Inc. and the Company of approximate
even date herewith pursuant to which the Company shall have the unilateral right to purchase the
Option Land in phases for a total purchase price of One Million Five Hundred Fifty-Two
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Thousand One Hundred Eighty-Two Dollars ($1,552,182.00) for a period of seven (7) years as
set forth therein.
“Option Land” shall mean the real property described in Exhibit “A-1”.
“Phase One” shall mean the first phase of the Project which shall consist of at least one
retail service building on the west side of the Town Square and one cottage on the north side of
the Town Square and the initial phase of 16 units of town homes or 14 units of garden patio
homes fronting on the Town Square, together with the necessary electrical, phone, cable, water,
sewer and other infrastructure not constructed by the City. The retail service buildings fronting
the west side of the Town Square (consisting of approximately 20,000 square feet of space), the
cottages fronting the north side of the Town Square (consisting of approximately 10,000 square
feet of space in the aggregate) and the restaurants on the north side of the Town Square
(consisting of approximately 8,000 square feet of space) shall be designed, constructed and
leased such that at least forty percent (40%) of the total cumulative square feet available will be
used for restaurant and retail uses that produce regular daily foot traffic within the Project. No
restaurants with drive thru, drive up or drive-in service shall be permitted within the Project;
provided, however, such restriction shall not limit the right of a restaurant to designate no more
than two (2) parking spaces adjacent to the restaurant for take-out customers.
“Phase One Land” shall mean a portion of the Option Land consisting of not less than
84,200 square feet that is specifically described in the notice required by Section 2.2(b) of the
Option Agreement and upon which Phase One will be constructed.
“Planned Development District Ordinance” shall mean the planned development zoning
ordinance governing the development of the Land.
“Plans” shall mean the plans and specifications for design and construction of the
Infrastructure and Town Square Improvements as approved by the City pursuant to Section 3.1.
“Private Construction Costs” shall mean and refer to the third-party hard and soft costs
incurred by the City to construct the Private Infrastructure, including, without limitation, an
allocable share of all insurance, bonding and other soft costs; but in no event to exceed the
amount set forth in the Contract Award (defined below) as revised pursuant to change orders
mutually approved by Company and City.
“Private Engineering Costs” shall mean the portion of the Engineering Costs applicable to
the Private Infrastructure.
“Private Infrastructure” shall mean and refer to (i) all water, electric, natural gas,
telephone, cable television, storm water and sanitary sewer for service to the Finished Lots and
(ii) all parking areas located adjacent to public streets and Finished Lots, save and except all
parking areas contiguous to the Town Square, the parking on the east and west of the new
proposed Burnet Street and the parking on the east and west side of the new Main Street (which
shall be part of the Public Infrastructure). For purposes of clarification, the proposed streets and
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parking areas within the Project that are intended to be Private Infrastructure are highlighted in
blue on the Concept Plan.
“Private Work” shall mean the construction of the improvements on the Land that are to
be privately owned under the terms of this Agreement including the Project.
“Project” shall mean a mixed use development to be constructed on the Option Land, or
portion thereof, consisting of (i) approximately thirteen (13) retail office cottages built with
craftsman architectural style, (ii) forty-four (44) town homes or thirty-eight (38) garden patio
homes, (iii) eleven (11) retail service buildings, and (iv) two (2) restaurants, to be anchored by
the Town Square, private parking on the west, east and south sides of the perimeter of the City
Facilities, together with other required parking and landscaping all as further described in the
submittals filed with the City in order to obtain a building permit(s) from time to time. The term
“Project” shall not include within its meaning any portion of the City Facilities.
“Project Engineers” shall mean Freese and Nichols, Inc., certified professional engineers
selected by the City and approved by the Company to provide the Engineering Services.
“Public Construction Costs” shall mean and refer to the third-party hard and soft costs
incurred by the City to construct the City Facilities.
“Public Engineering Costs” shall mean the portion of the Engineering Costs applicable to
the City Facilities.
“Public Infrastructure” shall mean and refer to all public streets; public parking
contiguous to the Town Square; public parking on the east and west side of the new proposed
Burnet Street entry from Bethel Road and on the east and west side of the new Main Street;
water, storm water and sanitary sewer in the public right-of-way in suitable capacities for the
completion of the Project; public fire hydrants; streetscape improvements in the public right-of-
way that abuts the Town Square; all street or pedestrian lighting in or adjacent to the public
right-of-way; earthwork necessary to provide positive drainage from the southwest to the
northeast corner of the Land, fill dirt; landscaping and hardscaping of the public right-of-way
contiguous to Town Square and the new Main Street; the initial Storm Water Pollution
Prevention Plan and implementation; hydro-mulching of the final grading of the Land, if
required; and the serpentine red cedar landscaping at Burns Street. Public Infrastructure does not
include any streetscape work on private property. For purposes of clarification, the proposed
streets and parking areas within the Project that are intended to be Public Infrastructure are
highlighted in red on the Concept Plan.
“Related Agreements” shall mean the Option Agreement, the Shared Parking
Agreement, the Covenants and any other appropriate agreement(s) related to the Project.
“Shared Parking Agreement” shall mean that certain shared parking agreement to be
entered into between the City and the Company in the form attached hereto as Exhibit “C”.
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“Substantially Complete” or “Substantial Completion” shall mean that stage by which the
construction of the respective improvements and/or infrastructure or the designated portion
thereof, is sufficiently complete in accordance with the Plans and that the City and/or the
Company, as applicable, can occupy and/or enjoy the beneficial use of the respective
improvements or designated portion thereof, for its intended purpose, exclusive of punch list
items even though minor miscellaneous beyond punch list work and/or adjustment may be
required.
“Town Square” shall mean approximately two (2) acres of the Land on which the City
intends to construct a town square open space, generally initially consisting of a pavilion, public
restrooms and playground equipment, together with the landscaping and hardscaping of Town
Square. The portion of the Land encompassing the Town Square is shown on the Concept Plan.
“Town Square Improvements” shall mean the publicly-owned vertical improvements to
be constructed within the Town Square, including the pavilion, public restrooms and playground
equipment, together with the landscaping and hardscaping of Town Square.
Article III
Design of the Infrastructure and City Facilities
The City shall cause the Project Engineers to design the Private Infrastructure and City
Facilities. The Company shall have the right to review and provide input on all plans and
specifications prepared by the Project Engineers for the Private Infrastructure, but final approval
shall rest solely with the City. The final plans and specifications for the Private Infrastructure
and City Facilities shall be referred to herein as the “Plans”. The City shall cause the Project
Engineers to break out the Engineering Costs between the Public Engineering Costs and the
Private Engineering Costs. The City shall act in good faith in attempting to ensure a proper
allocation of the Engineering Costs. Company shall reimburse City for the Private Engineering
Costs as provided in Article V below.
Article IV
Bidding and Contract Award
The City shall, within 30 days after its approval of the Plans, cause a bid package to be
prepared to be sent out to prospective bidders for the construction of the Private Infrastructure
and the City Facilities. Bidders shall be required to break out their respective bid between the
Public Construction Costs and the Private Construction Costs. The Company shall have the right
to review and provide input on the bid package for the Private Infrastructure, but final approval
shall rest solely with the City. Once the bid package is approved by the City, the City shall
solicit competitive bids and/or competitive sealed proposals for the construction of the Private
Infrastructure and City Facilities for the review and approval by the City Engineer. The
Company shall have the right to review and provide input on the bids for the Private
Infrastructure, but final approval shall rest solely with the City. The City shall award the
construction contract(s) for the Private Infrastructure and City Facilities to the bidder selected by
the City (the “Contract Award”). The City shall enter into a construction contract with the
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approved bidder promptly thereafter for the construction of the Private Infrastructure and City
Facilities; provided, however, in no event shall the City be required to commence construction of
the Infrastructure prior to the date specified in Section 5.2(c) below. The contract shall include a
clear break out of cost between the Private Construction Costs and the Public Construction Costs
and a copy thereof shall be provided by City to Company.
Article V
Company and City Construction Obligations; Company Reimbursement Obligations
5.1 Construction of the Project and the Town Square Improvements.
(a) Construction of the Project. The Company shall, subject to Events of
Force Majeure, cause Commencement of Construction of Phase One of the Project to
occur within four (4) months after the later to occur of (i) Completion of Construction of
the Infrastructure, and (ii) City approval of the final plat for Phase One, and shall, subject
to Events of Force Majeure, cause Completion of Construction thereof to occur within
twenty-four (24) months thereafter. The Company shall design and construct the Project
in accordance with the applicable City development regulations including the Old
Coppell Design Guidelines and the Planned Development District Ordinance.
Notwithstanding anything to the contrary, the Company intends, subject to Events of
Force Majeure, to cause Completion of Construction of the entire Project to occur within
ten (10) years after the date of Contract Award.
(b) Construction of the Town Square Improvements. The City shall,
subject to Events of Force Majeure, cause Commencement of Construction of the Town
Square Improvements to occur within four (4) months after the completion of the Public
Infrastructure, and shall, subject to Events of Force Majeure, cause Completion of
Construction thereof to occur within one hundred eighty (180) days thereafter.
5.2 Construction of Infrastructure; Reimbursement of Private Engineering
Costs and Private Construction Costs.
(a) Agreement to Construct Infrastructure. For the consideration and upon
and subject to the terms, provisions and conditions hereinafter set forth in this
Agreement, City agrees to construct the Infrastructure.
(b) Reimbursement of Private Engineering Costs and Private
Construction Costs. Company shall reimburse City for the full amount of the Private
Engineering Costs and Private Construction Costs (collectively, the “Private Costs”)
upon the later to occur of (i) thirty (30) days following the Completion of Construction of
the Infrastructure, and (ii) the closing of the purchase of the Phase One Land. The
obligation of the Company to reimburse City for the Private Costs is subject to the prior
occurrence of each of the following conditions:
(i) Company shall have received from City evidence reasonably
satisfactory to the Company that the construction of the Private Infrastructure
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complies with all applicable laws; provided, however, a certificate to such effect
from the Project Engineers shall be satisfactory to Company.
(ii) Company shall have received from City a copy of all warranties
and bonds that relate to the construction of the Private Infrastructure.
(iii) Company shall have received a title report (or down date
endorsement to a title policy) dated within five (5) days of the reimbursement date
from the Title Company (as defined in the Option Agreement) showing that no
claim for mechanic’s or materialmen’s liens has been filed against the Option
Land, or portion thereof.
(iv) Company shall have received from City at least thirty (30) days
prior to the date of reimbursement a written confirmation of the amount of Private
Costs.
(v) There shall be no material breach of this Agreement by City.
(vi) The Private Infrastructure shall not have been materially damaged
or destroyed by Casualty.
Payment for the Private Costs shall be made by Company in immediately available funds.
Notwithstanding anything contained herein to the contrary, it is the intent of the parties to
this Agreement that the City pay 100% of the Public Engineering Costs and Public
Construction Costs and that the Company, if it elects to purchase the portion of the Phase
One Land, pay 100% of the Private Engineering Costs and Private Construction Costs.
(c) Commencement and Completion of Construction. The City shall,
subject to events of Force Majeure, cause Commencement of Construction of the
Infrastructure to occur within sixty (60) days after the Contract Award, and shall, subject
to events of Force Majeure, cause Completion of Construction thereof to occur within
one (1) year thereafter; provided, however, in no event shall City be required to cause
Commencement of Construction of the Infrastructure until sixty (60) days following the
earlier to occur of (i) the closing of the purchase of the Phase One Land, and (ii) full
payment of the Option Fee (as defined in the Option Agreement) .
5.3 General Construction Requirements.
(a) Permits. The Company shall cause all necessary permits and approvals
required by the City and any applicable governmental authorities to be issued for the
construction of the Project. The Company shall, at its cost, except as otherwise provided
herein, be responsible for the design, inspection and supervision of the construction of
the Project, but the Company shall not be responsible for the design or construction of the
Infrastructure or Town Square Improvements.
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(b) Compliance with Laws. The Company shall comply with all local and
state laws and regulations regarding the design and construction of the Project.
(c) Construction Meetings. City and Company representatives shall meet as
reasonably requested by either party to jointly review the progress of construction and to
discuss any other matters pertaining to the construction of the Infrastructure.
(d) Warranties. The City shall reasonably cooperate with Company to
enforce any warranties applicable to the Private Infrastructure, but shall not be required
to incur any expenses in providing such cooperation.
(e) Casualty. Risk of loss to the Infrastructure due to casualty shall be borne
by the City until closing of the purchase of each phase of the Option Land pursuant to the
Option Agreement, at which time risk of loss to the Private Infrastructure located on,
under or above the portion of the Option Land being purchased due to Casualty shall be
borne by the Company.
(f) NCTCOG Standards. Except as otherwise provided in this Agreement,
the design and construction of the Public Infrastructure shall be in accordance with the
Standard Specifications for Public Works Constructions published by the North Central
Texas Council of Governments, as amended, and as modified by the City, and to the
extent applicable are hereby incorporated by reference.
5.4 Parking Limitations. The City agrees, to the extent allowed by law, to not allow
other development to include the private parking and public parking in satisfying the parking
requirements of such development, except as provided in the Shared Parking Agreement.
Article VI
Other Company Obligations
6.1 Development of Option Land. The Company shall develop the Option Land in
accordance with the provisions of the Planned Development District Ordinance, the Covenants,
the Old Coppell Design Guidelines, and other applicable land use and development ordinances
and regulations of the City.
6.2 Platting – Phase One. The Company shall submit and obtain final re-plat
approval of the final plat of the Project for Phase One within 120 days after the Company closes
the purchase of the Phase One Land pursuant to the Option Agreement.
6.3 Project Marketing. The Company at its sole cost shall actively promote and
market the Project.
6.4 Property Owners Association. The Company shall be responsible for
establishing a property owners association to provide for the maintenance of the common areas
within the Project consistent with the Covenants. The property owner association documents
shall be submitted to the City Attorney for review and approval prior to the approval of the final
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plat for the development of Phase One, and the Covenants shall be file of record concurrently
with the closing of the purchase of the Phase One Land.
6.5 Residential Lot Development. The Company shall cause all residential lots and
structures to be designed and constructed with noise mitigation features as reasonably
determined by Company and approved by the City. The Company shall grant an avigation
easement to the Dallas Forth Worth Regional Airport relating to the development of the Option
Land for the Project as the Company closes it purchase of the Option Land, or portions thereof.
The Company shall cause all purchasers, tenants and occupants of the Option Land and
buildings/improvements thereon to be notified in writing of the noise conditions existing on the
Option Land and of the existence of the any avigation easements and noise conditions prior to
occupancy.
6.6 Insurance. Commencing upon the date on which Company begins construction
of any improvements in Phase One and continuing until this Agreement terminates, Company
shall, at its expense, maintain in full force and effect, the following insurance:
(a) a policy of insurance for bodily injury, death and property damage
insuring against all claims, demands or actions relating to the Company’s performance of
its obligations pursuant to this Agreement with (1) a policy of comprehensive general
liability (public) insurance with a minimum combined single limit of not less than $1
Million Dollars per occurrence for bodily injury and property damage with an aggregate
of not less than $2 Million Dollars; (2) policy of automobile liability insurance covering
any vehicles owned and/or operated by the Company, its officers, agents, and employees,
and used in the performance of its obligations hereunder with a minimum of $1 Million
Dollars; and (3) if the Company hires any employees, statutory Worker’s Compensation
Insurance covering all employees involved in the performance of its obligations
hereunder; insurance covering the Project against loss or damage from perils covered by
an all risk or special form policy in amounts not less than eighty (80%) percent of the full
insurable value of the buildings and other improvements included in the Project; and
construction liability insurance at all times when demolition, excavation, or construction
work is in progress on the Land with limits of not less than $100,000 for property damage
and $300,000 for one person and $1,000,000 for one accident for personal injury and
must protect City and Company, against all liability for injury or damage to any person or
property in any way arising out of demolition, excavation, or construction work on the
Land.
(b) All insurance and certificate(s) of insurance shall contain the following
provisions: (1) name the City, its officers, agents and employees as additional insureds as
to all applicable coverage with the exception of Workers Compensation Insurance; (2)
provide for at least thirty (30) days prior written notice to the City for cancellation, non-
renewal, or material change of the insurance; (3) provide for a waiver of subrogation
against the City for injuries, including death, property damage, or any other loss to the
extent the same is covered by the proceeds of insurance.
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(c) All insurance companies providing the required insurance shall be
authorized to transact business in Texas and rated at least “A” by AM Best or other
equivalent rating service.
(d) A certificate of insurance evidencing the required insurance shall be
submitted to the City prior to Commencement of Construction.
(e) Without limiting any of the other obligations or liabilities of Company, the
Company shall require its general contractors, at the general contractor's own expense, to
maintain during the term of this Agreement, the required insurance including the required
certificate and policy conditions as stated herein.
6.7 Design Covenant. The retail service buildings fronting the west side of the
Town Square (consisting of approximately 20,000 square feet of space), the cottages fronting the
north side of the Town Square (consisting of approximately 10,000 square feet of space) and the
two (2) restaurants on the north side of the Town Square (consisting of approximately 8,000
square feet of space in the aggregate) shall be designed, constructed and leased such that at least
forty percent (40%) of the total cumulative square feet available will be used for restaurant and
retail uses that produce regular daily foot traffic within the Project. No restaurants with drive
thru, drive up or drive-in service shall be permitted within any of the Private Improvements;
provided, however, such restriction shall not limit the right of a restaurant to designate no more
than two (2) parking spaces adjacent to the restaurant for take-out customers.
6.8 Repair and Maintenance of Infrastructure. Following the closing of the
purchase of the Phase One Land, the owners association to be formed pursuant to the Covenants
shall be responsible for the maintenance and repair of the Private Infrastructure, including
specifically the private parking areas, but excluding private parking areas and sidewalks located
on publicly owned land and meters, valves, pumps, pipes and other equipment normally owned
and maintained by the utility provider, including the City. The City shall be responsible for the
maintenance and repair of the Public Infrastructure and all parking and sidewalks located on
publicly owned land; provided, however, City shall in no case be responsible for the
maintenance of landscaping on privately-owned land or land adjacent to private parking areas,
including landscaping located within private parking located on publicly-owned land.
Article VII
City Obligations
7.1 Fee Waivers. The City agrees to waive building permit fees, zoning application
fees, inspection fees, platting fees, roadway impact fees and other fees for the development of the
Project (including with respect to vertical construction), excluding water and waste water impact
fees, assessed against the Option Land, which shall be refunded to the Company following
completion of the related portion of the Project in accordance with City policy, for the period
beginning on the Effective Date and continuing until the Expiration Date.
7.2 Storm Water Facilities. The City shall provide all required storm water
collection capacity within Bethel Road and South Coppell Road necessary to accommodate the
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improvements shown on the Concept Plan with current City projects for the widening of such
roads.
7.3 Historic District. The City agrees to provide written notice to the Company prior
to the adoption of any amendments to the Historic District.
7.4 Additional City Facilities. The City agrees, at its cost, subject to events of Force
Majeure, to construct one (1) additional City Facility on the Town Square within two (2) years
after the Company closes the purchase for the portion of the Phase One Land pursuant to the
Option Agreement. Additional City Facilities may include an interactive water feature or
outdoor theatre. Any other proposed uses must be approved in advance by the Company, which
shall not be unreasonably withheld, denied or delayed.
7.5 Project Identification on Way-Finding Signs. If the Company wants to modify
the Way Finding Signs to include signage identifying the Project other than by “Old Town
Coppell” then such modifications shall be mutually agreed by the parties and all costs of such
modifications shall be paid by the Company.
7.6 Use Restrictions on Adjacent City Land. With respect to the land area shown as
“Future Public Use” on the Concept Plan (which is not part of the Project), City agrees that for a
period of seven (7) years following the Effective Date or the termination of the Option
Agreement, whichever is earlier, such land shall not be used for any purpose other than for a
community theater, public meeting space, library, museum, police station, municipal offices, or
such other uses approved by Company or, following the termination of this Agreement, the
owners association to be created pursuant to the Covenants, and related lighting, driveways and
parking areas. City shall use good faith efforts to minimize the impact of any lighting on the
private improvements within the Project. The provisions of this Section 7.6 shall be included
within the Covenants.
7.7 Planned Development District Ordinance. City agrees to diligently pursue and
prosecute the adoption of the Planned Development District Ordinance after the Effective Date.
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Article VIII
Water Feature Study
The parties shall jointly conduct a feasibility study for an interactive water feature
element to be constructed on the Town Square; provided, however, the Company shall not be
required to spend any money on any such study.
Article IX
Termination
9.1 Termination. This Agreement shall terminate upon the occurrence of any one or
more of the following:
(a) the execution by all parties of a written agreement terminating this Agreement;
(b) the Expiration Date;
(c) by either party, in the event the other party breaches any of the terms or
conditions of this Agreement and such breach is not cured within thirty (30) days
after written notice thereof, provided however such period shall be extended for
an additional period of thirty (30) days so long as the defaulting party commences
the cure of such breach within such initial 30-day period and thereafter diligently
pursues the completion of such curative action; or
(d) by the City, if the Company suffers an Event of Bankruptcy or Insolvency;
(e) by the City, if any Impositions owed to the City or the State of Texas by the
Company shall become delinquent (provided, however the Company retains the
right to timely and properly protest and contest any such Impositions) and such
delinquent Impositions are not paid within thirty (30) days after written notice
thereof;
(f) by the City, if any subsequent Federal or State legislation or any decision by a
court of competent jurisdiction declares or renders this Agreement invalid, illegal
or unenforceable; provided, however, this paragraph shall be subject to Section
10.9;
(g) upon termination of the Option Agreement if the Company fails to exercise the
Option to purchase the Phase One Land within the time required by the Option
Agreement; or
(h) upon termination of the Option Agreement if Company fails to close on the
purchase of the Phase One Land within the time required by the Option
Agreement.
Deleted:
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9.2 City Rights Upon Termination. In the event the Agreement is terminated by the
City pursuant to Section 9.1(d), (e), (f), (g), or (h), the City shall be relieved of any further
obligations under this Agreement. In the event the Agreement is terminated by the City pursuant
to Section 9.1(c), the City may seek specific performance and/or actual damages incurred as a
result of such uncured default by the Company; provided, however, notwithstanding anything
contained herein to the contrary, the obligations of Company contained in Section 5.1(a) of this
Agreement shall be personal to Company and any assignee entity controlled by Charles Cotten
and Greg Yancey and those parties shall be the only parties against which City may seek specific
performance and/or actual damages for a breach thereof.
9.3 Company Rights Upon Termination. In the event the Agreement is terminated by
the Company pursuant to Section 9.1(c) the Company may seek specific performance, and/or actual
damages incurred as a result of such uncured default by the City.
9.4 Right of Offset. The City may, at its option, following a default by the Company
which is not cured within any applicable cure period, offset any amounts due and payable under
this Agreement against any debt (including Impositions) lawfully due to the City from the
Company, regardless of whether the amount due arises pursuant to the terms of this Agreement
or otherwise and regardless of whether or not the debt due the City has been reduced to judgment
by a court.
Article X
Miscellaneous
10.1 Binding Agreement; Assignment. The terms and conditions of this Agreement
are binding upon the successors and permitted assigns of the parties hereto. This Agreement
may not be assigned without the prior written consent of the City Manager; provided, however,
the Company may, without City Manager approval, upon thirty (30) days prior written notice to
the City, assign this Agreement to an entity controlled by Charles Cotten and Greg Yancey if the
new entity agrees in writing to assume all rights and obligations of the Company under this
Agreement. In addition, this Agreement may be collaterally assigned by the Company (or any
permitted assignee) to a financial institution providing financing to the Company (or any
permitted assignee) for the purchase and/or development of the Project.
10.2 Limitation on Liability. It is understood and agreed among the parties that the
Company and the City, in satisfying the conditions of this Agreement, have acted independently,
and assume no responsibilities or liabilities to third parties in connection with these actions.
10.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the parties.
10.4 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
City/CSE Development Agreement - Page 15 29153
10.5 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or
(ii) on the day actually received if sent by courier or otherwise hand delivered.
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 North Akard
Dallas, Texas 75201
If intended for Company, to:
CSE Commercial Real Estate, LP
4956 N. O'Connor Blvd.
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Jeffrey Fink
Apple Norris & Fink, LLP
735 Plaza Boulevard
Suite 200
Coppell, TX 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above.
10.6 Entire Agreement. This Agreement is the entire agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement among the parties that in any manner relates to the subject matter of this
Agreement, except as provided or referred to in this Agreement (including the Related
Agreements) or as provided in any Exhibits attached hereto.
10.7 Governing Law. 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
City/CSE Development Agreement - Page 16 29153
Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of
said court.
10.8 Amendment. This Agreement may only be amended by a written agreement
executed by all parties.
10.9 Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention
of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or
unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable.
10.10 Recitals. The recitals to this Agreement are incorporated herein.
10.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
10.12 Exhibits. The exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
10.13 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
10.14 Indemnification by Company. CITY SHALL NOT BE LIABLE OR
RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, DEFENDED, HELD HARMLESS
AND RELEASED BY COMPANY FROM AND AGAINST ANY AND ALL SUITS,
ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE,
OR DESCRIPTION, INCLUDING ALL REASONABLE 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 COMPANY, OR PROPERTY, ARISING OUT
OF, OR OCCASIONED BY THE PERFORMANCE OF COMPANY UNDER THIS
AGREEMENT. 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 AGREEMENT IS AN INDEMNITY
EXTENDED BY COMPANY TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF THE COMPANY’S NEGLIGENCE, WHETHER SUCH
NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH INJURY, DEATH, OR
DAMAGE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE COMPANY SHALL NOT DEFEND, INDEMNIFY OR HOLD THE CITY
HARMLESS FROM AND AGAINST ANY CLAIMS ARISING OUT OF, OR OCCASIONED
City/CSE Development Agreement - Page 17 29153
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY OR
RELATED TO ANY EMINENT DOMAIN PROCEEDINGS (OR PROPERTY
ACQUISITIONS IN LIEU THEREOF) RELATED TO THE PROJECT OR THE CITY
FACILITIES.
10.15 Approvals. Whenever an approval or consent is required by a party under the
terms of this Agreement, such approval or consent shall not be unreasonably withheld, delayed or
conditioned.
10.16 Current Revenue. Under no circumstances shall the City’s obligations
hereunder be deemed to create any debt within the meaning of any constitutional or statutory
provision. Further, the City shall not be obligated to pay any commercial bank, lender or similar
institution for any loan or credit agreement made by the Company and /or Company.
10.17 Condition Precedent. (a) This Agreement shall not be effective and is subject
to and conditioned upon the following conditions having occurred: (i) the Company and the
Coppell Economic Development Foundation, Inc. having entered into the Option Agreement
concurrently with this Agreement; (ii) the Company having submitted an application for zoning
change for the Planned Development District Ordinance; (iii) the City shall have adopted the
Planned Development District Ordinance with no changes or conditions to the application not
approved by the Company; and (iv) the City shall have caused a final plat of the Land to be
approved (which plat shall lay out the blocks and public streets within the Project).
(b) If the Company shall terminate this Agreement due to the failure of the conditions
described in clauses (a) (iii) or (iv) above, City shall reimburse the Company for all option
payments made under the Option Agreement.
10.18 Employment of Undocumented Workers. During the term of this Agreement the
Company agrees not to knowingly employ any undocumented workers and if convicted of a
violation under 8 U.S.C. Section 1324a (f), the Company shall repay the amount of the any grants
and any other funds received by the Company from the City as of the date of such violation within
120 business days after the date the Company is notified by the City of such violation, plus interest
at the rate periodically announced by the Wall Street Journal as the prime or base commercial
lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or
base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A.
(or by any other New York money center bank selected by the City) as its prime or base commercial
lending rate, from the date of such notice until paid.
10.19 Attorneys Fees. If it becomes necessary for either party hereto to file a suit to
enforce this Agreement or any provisions contained herein, the Prevailing Party in such action is
entitled to recover, in addition to all other remedies or damages, reasonable legal fees and court
costs incurred by the Prevailing Party in such suit. The term “Prevailing Party” means the Party
whose relief in an action is closest to the relief sought in the initial pleading in such proceeding
(whether by way of affirmative recovery or defense of claim).
City/CSE Development Agreement - Page 18 29153
EXECUTED in duplicate originals this the ___ day of _________________, 2010.
City of Coppell, Texas
By:
Clay Phillips, City Manager
Attest:
By:
Libby Ball, City Secretary
Agreed as to Form:
By:__________________________
City Attorney
EXECUTED in duplicate originals this the day of , 2010.
CSE Commercial Real Estate, LP
By: Debco partners, LLC, its general partner
By:
Name Charles Cotten
Title: Member
Exhibit “A” to City/CSE Development Agreement - Page 1 29153
Exhibit “A”
Description of Land
A 23.118 acres of land located in JAMES A. SIMMONS SURVEY, ABSTRACT NO. 1296,
Coppell, Dallas County, Texas, and being all of the tract of land designated as Tract II in the deed
to the City of Coppell, Texas recorded in Volume 2003094, Page 797 of the Deed Records of
Dallas County, Texas, and all of the tracts of land conveyed to the City of Coppell by the deeds
recorded in County Clerk’s File No. 20070000802, and County Clerk’s File No. 200900282446
of the Deed Records of Dallas County, Texas. Said 23.118 acres of land being more particularly
described by metes and bounds as follows:
BEGINNING at a ½” iron rod found at the Southeast corner of the aforementioned tract of land
designated as Tract II, in the deed to the City of Coppell, Texas, recorded in Volume 2003094,
Page 797 of the Deed Records of Dallas County, Texas, and said POINT OF BEGINNING also
being the intersection of the West right-of-way line of Coppell Road South, and the North right-
of-way line of Burns Street;
THENCE S 85° 29’ 33” W, 878.23 feet, along the North right-of-way line of said Burns Street
and the South boundary line of said Tract II, to a ½” iron rod found at the Southwest corner of
said Tract II, lying in the East right-of-way line on Hammond Street;
THENCE N 00° 31’ 41” W, 1133.41 feet, along the East right-of-way line of said Hammond
Street and the West boundary line of said Tract II, to a 3/8” iron rod found at the Northwest
corner of said Tract II;
THENCE N 89° 18’ 49” E, 365.29 feet, along the North boundary line of said Tract II, to a ½”
iron rod found at the Southwest corner of the aforesaid tract of land conveyed to the City of
Coppell by the deed recorded in the County Clerk’s File No. 200700802 of the Deed Records of
Dallas County, Texas;
THENCE N 00° 40’ 12” W, 219.96 feet, along the West boundary line of said City of Coppell
Tract to a 1/2 “ iron rod found at the Northwest corner thereof, lying in the South right-of-way
line of Bethel Road;
THENCE N 89° 19’58” E, 186.10 feet, along the South right-of-way line of said Bethel Road,
and the North boundary line of said City of Coppell Tract, and also the North boundary line of
the aforesaid tract of land conveyed to the City of Coppell by the deed recorded in County
Clerk’s File No. 200900282446 to a ½” iron rod found at the Northeast corner thereof, lying in
the most Easterly West boundary line of aforesaid Tract II;
THENCE N 00° 40’ 12” W, 4.64 feet, along the most Easterly West boundary line of said Tract
II, to a ½” iron rod found at the most Northerly Northwest corner thereof, lying in the South
right-of-way line of aforesaid Bethel Road;
Exhibit “A” to City/CSE Development Agreement - Page 2 29153
THENCE N 89° 44’ 28” E, 151.00 feet, along the most Northerly North boundary line of said
Tract II, and the South right-of-way line of said Bethel Road, to a ½” iron rod found at the most
Northerly Northeast corner of said Tract II;
THENCE S 00° 59’ 19” E, 7.78 feet, along the most Westerly East boundary line of said Tract II
to a ½” iron rod marked “Brittain & Crawford”, set;
THENCE S 01° 46’ 57” E, 371.27 feet, along the most Westerly East boundary line of said Tract
II to a ½” iron rod found;
THENCE N 88° 12’ 07” E, 145.09 feet, along the most Southerly North boundary line of said
Tract II to a ½” iron rod set at the most Easterly Northeast corner of said Tract II, lying in the
West right-of-way line of aforesaid Coppell Road South;
THENCE S 01° 50’ 07” E, 922.31 feet, along the East boundary line of said Tract II, and the
West right-of-way line of said Coppell Road South to the POINT OF BEGINNING containing
23.118 acres of land.
Exhibit “A-1” to City/CSE Development Agreement - Page 1 29153
Exhibit “A-1”
Description of Option Land
Proposed Lot 1, Block A, Lot 1, Block B, Lot 1, Block C, Lot 1, Block D, Lot 1, Block E, Lot 1,
Block F, and Lot 2, Block G, Old Town Addition, Addition to the City of Coppell, Dallas
County, Texas, according to the map or plat depicted below.
I. Net Land Area as of 07/23/10 per F & N Plat Drawing
Square Feet Acres
1. Lot 1, Block B Entry; Cottage 1-4: 23,415 sq. ft.
2. Lot 1, Block C Cottage 5-10: 31,032 sq. ft.
3. Lot 1, Block A Cottage 11-13 + Park: 61,602 sq. ft.
4. Lot 1, Block D Retail 1-5/Svc 1 - 6: 123,858 sq. ft.
5. Lot 1, Block E Square Rest. F1 - F2: 30,100 sq. ft.
6. Lot 1, Block F TH 1W - 14W; 1E - 14E: 115,064 sq. ft.
7. Lot 2, Block G TH 1S-10S: 54,281 sq. ft.
Total Developer Net Land Area: 439,352 sq. ft. = 10.06 acres
Future Public Development Site: 200,233 sq. ft. = 4.60 acres
Total Net Land Area of Project: 639,585 sq. ft. = 14.68 acres
Exhibit “A-1” to City/CSE Development Agreement - Page 2 29153
Exhibit “B” to City/CSE Development Agreement - Page 1 29153
Exhibit “B”
Concept Plan
Exhibit “C” to City/CSE Development Agreement - Page 1 29153
Exhibit “C”
Form of Shared Parking Agreement
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
§
Shared Parking Agreement Between
City of Coppell, Texas, and
CSE Commercial Real Estate, LP
This Shared Parking Agreement (this “Agreement”) is made by and between the City of
Coppell, Texas (the “City”), and CSE Commercial Real Estate, LP, a Texas limited partnership and
its permitted assigns (the “Company”), acting by and through their respective authorized officers
and partners.
WITNESSETH:
WHEREAS, the City owns the real property commonly known as the “Old Town
Addition” generally located at Coppell Road, Burns Road and Hammonds Road within the City
as further described in Exhibit “A” (the “Land”); and
WHEREAS, the City (or in the case of the Option Agreement, the Coppell Economic
Development Foundation, Inc.) and the Company have previously executed that certain Option
Agreement and that certain Development Agreement (both hereinafter defined) with respect to
the Company’s purchase and development of a portion of the Land for a mixed use development
consisting of (i) approximately thirteen (13) retail office cottages built with craftsman
architectural style, (ii) forty-four (44) townhomes or thirty-eight (38) garden patio homes, (iii)
eleven (11) retail service buildings, and (iv) two (2) restaurants, all of which is to be anchored by
a town square (the “Project”); and
WHEREAS, the development and construction of the Project requires the construction
of certain public parking within the Project; and
WHEREAS, the City and the Company desire to enter an agreement regarding the terms
and conditions for shared use of portions of the parking to be developed as part of the Project;
NOW THEREFORE, in consideration of the foregoing, and other valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
Article I
Term
The term of this Agreement shall begin on the last date of execution hereof (“Effective
Date”) and continue until terminated as provided herein.
Exhibit “C” to City/CSE Development Agreement - Page 2 29153
Article II
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“Approval” shall mean all City standard development approval processes.
“City” shall mean the City of Coppell, Texas.
“Company” shall mean CSE Commercial Real Estate, LP, a Texas limited partnership and
its permitted assigns.
“Covenants” shall mean that certain declaration of covenants, conditions, and restrictions
for the Land to be recorded in the Official Public Records of Dallas County, Texas concurrently
with the recordation of this Agreement.
“Development Agreement” shall mean that certain Development Agreement by and
between the parties dated _____________________, 2010.
“Effective Date” shall mean the last date of execution hereof.
“Land” shall mean the real property described in Exhibit “A”.
“Option Agreement” shall mean that certain option to purchase the Option Land by and
between the Coppell Economic Development Foundation and the Company dated
_________________, 2010.
“Option Land” shall mean the real property described in Exhibit “A-1” attached.
“Planned Development District Ordinance” shall mean the planned development zoning
ordinance governing the development of the Land.
“Project” shall mean a mixed use development to be constructed on the Land, or portion
thereof, consisting of (i) approximately thirteen (13) retail office cottages built with craftsman
architectural style, (ii) forty-four (44) townhomes or thirty-eight (38) garden patio homes, (iii)
eleven (11) retail service buildings, and (iv) two (2) restaurants, to be anchored by the Town
Square, private parking on the west, east and south sides of the perimeter of the Town Square,
together with other required parking and landscaping all as further described in the submittals
filed with the City in order to obtain a building permit(s) from time to time.
“Public Parking” shall mean and refer to all parking areas within the Project constructed
upon those portions of the Land owned by the City or the Coppell Economic Development
Foundation, regardless of whether the cost of constructing such parking areas was paid by the
City or the Company.
Exhibit “C” to City/CSE Development Agreement - Page 3 29153
“Related Agreements” shall mean the Option Agreement, the Development Agreement,
and any other appropriate agreement(s) related to the Project.
“Town Square” shall mean approximately two (2) acres of the Land on which the City
intends to construct a town square open space, generally consisting of a pavilion, public
restrooms and playground equipment, together with the landscaping and hardscaping of the
Town Square.
Article III
Right to Use Public Parking; Limitations
3.1 Developer Use of Public Parking City agrees that during the term of this
Agreement, Company and its officers, directors, members, employees, agents, successors, assigns,
tenants, invitees, licensees, contractors, customers, and guests, and the officers, directors, members,
employees, tenants, invitees, licensees, contractors, customers, and guests of the successors and/or
assigns of Company and its interest in the Option Land, shall have the non-exclusive right to use the
Public Parking for the purpose of parking motor vehicles with respect to the uses developed on the
Option Land by Company or its successors or assigns. City agrees that this Agreement shall
constitute a written agreement between City and Company, its successors and assigns for purposes
of Coppell Code of Ordinance sec. 12-31-8, as amended, regarding the inclusion of the Public
Parking for purposes of satisfying the minimum number of parking spaces required by the City’s
land use and development ordinances and regulations applicable to the use and development of the
Land
3.2 Enforcement of Laws and Ordinances. The use of the Public Parking by those
authorized by Sections 3.1, above, shall be used in accordance with all applicable laws and
ordinances relating to the regulation of parking as may from time to time be established by City
or pursuant to state law, including any restriction designations made by City pursuant to Section
3.3, below.
3.3 Designation of Special Parking. City shall retain the right to designate spaces
within the Public Parking that are limited for special uses, such as parking for disabled people,
loading zones, and fire zones.
3.4 City Use of Parking. Company understands and acknowledges that, except for
those parking spaces within the Public Parking that may be designated by City for limited use as
noted in Section 3.3, above, the Public Parking will be accessible to, and may be used by, any
member of the public at any time. Except as otherwise authorized by a resolution or ordinance
approved by City’s city council (including the Planned Development District Ordinance), no
space located within Public Parking shall:
(a) be designated by Company, its successors or assigns, for exclusive use by
users of the Option Land or portion thereof; or
Exhibit “C” to City/CSE Development Agreement - Page 4 29153
(b) be posted by Company, its successors, assigns, or tenants, with a sign
limiting the time (whether hours or duration) during which the parking space may be
used.
3.5 Cooperation During Conflicting Uses. City and Company agree to use
reasonable efforts to conduct events or operations, or limit the conduct of events or operations by
others, in a manner that will allow those parties described in Sections 3.1 and 3.4, above, to use
the Public Parking without entirely excluding others within the respective described groups from
using the Public Parking. However, Company understands and acknowledges that:
(a) City will, from time to time, be sponsoring special public events or
authorize private events that will use the Town Square or other city-owned facilities in
the Project that will attract a substantial number of members of the public who will use
the Public Parking during such events; and
(b) Such use may be to the extent that available spaces in Public Parking may
be substantially reduced to the point of being unavailable for use by Company or
subsequent owners of the Option Land.
COMPANY AGREES THAT CITY SHALL HAVE NO LIABILITY TO COMPANY OR ITS
OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS,
TENANTS, INVITEES, LICENSEES, CONTRACTORS, CUSTOMERS, AND GUESTS, AND
THE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, TENANTS, INVITEES,
LICENSEES, CONTRACTORS, CUSTOMERS, AND GUESTS OF THE SUCCESSORS
AND/OR ASSIGNS OF COMPANY AND ITS INTEREST IN THE OPTION LAND, AND
HEREBY RELEASES AND HOLDS CITY HARMLESS, WITH RESPECT TO ANY CLAIMS
FOR ACTUAL OR CONSEQUENTIAL DAMAGES AS THE RESULT OF THE
UNAVAILABILITY OF PARKING FOR USE BY THOSE DESCRIBED IN SECTION 3.1
ABOVE.
3.6 Use of Parking by Third Parties to Meet Minimum Parking Requirements.
City agrees, to the extent allowed by law, to not allow the inclusion of the Public Parking in
satisfying the minimum number of parking spaces required by the City’s land use and
development ordinances and regulations for the use and development of property that is not part
of the Land; provided, however, City shall have the right to allow owners of non-residential uses
in the area commonly known as “Old Coppell” to include the Public Parking located along
Burnett Street be used to satisfy said owners’ minimum parking requirements. City understands,
acknowledges, and agrees that except as provided herein City has no authority to allow any third
party the right to include parking constructed on any property owned by Developer within said
third party’s minimum off-street parking requirement.
3.7 Limitations on Changes to Public Parking. During the term of this Agreement,
City agrees not to make any material changes to the amount or configuration of the Public
Parking without the prior written consent of Company (for so long as Company owns any part of
the Option Land) and the Owners Association to be formed under the Covenants which consent
shall not be unreasonably withheld or delayed. For purposes of this Section 3.7, a “material
Exhibit “C” to City/CSE Development Agreement - Page 5 29153
change” shall mean a net reduction of more than the following number of Public Parking spaces
in relation to the initial number of Public Parking spaces constructed:
(a) six (6) spaces on East Main Street;
(b) two (2) spaces on West Main Street;
(c) two (2) spaces on Main Street;
(d) two (2) spaces on Burnet Street;
(e) two (2) spaces on the south side of Travis Street;
(f) four (4) spaces on the north side of Travis Street;
(g) two (2) spaces on the northeast side of Houston Street; or
(h) four (4) spaces on the north and south side of the west end of Houston
Street.
For purposes of this Section 3.7, the “net reduction” of spaces shall be determined by calculating
the number of existing Public Parking spaces eliminated on a street less the number of new
Public Parking spaces added on the same street as the result of the reconfiguration of the Public
Parking spaces.
3.8 Repair and Maintenance of Public Parking. The City shall be responsible for
the maintenance and repair of the Public Parking and all sidewalks located on publicly owned
land. Such maintenance and repair shall be performed to the same standards as other similarly
situated public streets and sidewalks in the City.
Article IV
Miscellaneous
4.1 Binding Agreement; Assignment. The terms and conditions of this Agreement
are binding upon the successors and permitted assigns of the parties hereto. This Agreement
may not be assigned without the prior written consent of the City Manager; provided, however,
the Company may, without City Manager approval, upon thirty (30) days prior written notice to
the City, assign this Agreement to an entity controlled by Charles Cotten and Greg Yancey, but
only if the new entity agrees in writing to assume all rights and obligations of the Company
under this Agreement. In addition, this Agreement may be collaterally assigned by the Company
(or any permitted assignee) to a financial institution providing financing to the Company (or any
permitted assignee) for the purchase and/or development of the Project.
Exhibit “C” to City/CSE Development Agreement - Page 6 29153
4.2 Limitation on Liability. It is understood and agreed among the parties that the
Company and the City, in satisfying the conditions of this Agreement, have acted independently,
and assume no responsibilities or liabilities to third parties in connection with these actions.
4.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the parties.
4.4 No Grant of Property Interest. The parties hereto understand and agree that
this Agreement does grant or convey, and is not intended to grant or convey, an interest in real
property to the Company or the City.
4.5 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
4.6 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or
(ii) on the day actually received if sent by courier or otherwise hand delivered.
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 North Akard
Dallas, Texas 75201
Telephone (214) 965-9900
Fax (214) 965-0010
If intended for Company, to:
CSE Commercial Real Estate, LP
4956 N. O'Connor Blvd.
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
Exhibit “C” to City/CSE Development Agreement - Page 7 29153
Jeffrey Fink
Apple Norris & Fink, LLP
735 Plaza Boulevard
Suite 200
Coppell, Texas 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above.
4.7 Entire Agreement. This Agreement is the entire agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement among the parties that in any manner relates to the subject matter of this
Agreement, except as provided or referred to in this Agreement (including the Related
Agreements) or as provided in any Exhibits attached hereto.
4.8 Governing Law. 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. The parties agree to submit to the personal and subject matter jurisdiction of
said court.
4.9 Amendment. This Agreement may only be amended by a written agreement
executed by all parties, including all subsequent owners of any portion of the Land; provided,
however, with respect to any portion of the Land that is developed for residential use which requires
mandatory membership in an owners association, such association may bind all such owners and the
approval of each individual owner shall not be required.
4.10 Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention
of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or
unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable.
4.11 Recitals. The recitals to this Agreement are incorporated herein.
4.12 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
4.13 Exhibits. The exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
4.14 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
Exhibit “C” to City/CSE Development Agreement - Page 8 29153
4.15 Indemnification by Company. CITY SHALL NOT BE LIABLE OR
RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, DEFENDED, HELD HARMLESS
AND RELEASED BY COMPANY FROM AND AGAINST ANY AND ALL SUITS,
ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE,
OR DESCRIPTION, INCLUDING ALL REASONABLE 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 COMPANY, OR PROPERTY, ARISING OUT
OF, OR OCCASIONED BY THE PERFORMANCE OF COMPANY UNDER THIS
AGREEMENT. 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 AGREEMENT IS AN INDEMNITY
EXTENDED BY COMPANY TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF THE COMPANY’S NEGLIGENCE, WHETHER SUCH
NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH INJURY, DEATH, OR
DAMAGE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE COMPANY SHALL NOT DEFEND, INDEMNIFY OR HOLD THE CITY
HARMLESS FROM AND AGAINST ANY CLAIMS ARISING OUT OF, OR OCCASIONED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY.
4.16 Approvals. Whenever an approval or consent is required by a party under the
terms of this Agreement, such approval or consent shall not be unreasonably withheld, delayed or
conditioned.
Article V
Termination
5.1 This Agreement shall terminate upon any one or more of the following events:
(a) The parties (including the Company, any successor owners of any portion of
the Land, and their respective mortgagees) mutually agree in writing to terminate this
Agreement; or
(b) The Related Agreements are terminated prior to Company purchasing all or
any portion of the Option Land pursuant to the Option Agreement; provided, however, this
Agreement shall remain in effect with respect to any Option Land purchased pursuant to the
Option Agreement prior to termination.
[Signatures Appear on the Following Page]
Exhibit “C” to City/CSE Development Agreement - Page 9 29153
EXECUTED in duplicate originals this the ___ day of _________________, 2010.
City of Coppell, Texas
By:
Clay Phillips, City Manager
Attest:
By:
Libby Ball, City Secretary
Agreed as to Form:
By:__________________________
City Attorney
EXECUTED in duplicate originals this the day of , 2010.
CSE Commercial Real Estate, LP
By: Debco Partners, LLC, its general partner
By:
Charles Cotten
Member
Exhibit “C” to City/CSE Development Agreement - Page 10 29153
City Acknowledgment
State of Texas §
§
County of Dallas §
This instrument was acknowledged before me on the _____ day of __________, 2010 by
Clay Phillips, City Manager of the City of Coppell, a Home Rule Municipality.
Notary Public, State of Texas
My Commission expires:
Company Acknowledgment
State of Texas §
§
County of Dallas §
This instrument was acknowledged before me this _________ day of ___________,
2010, by Charles Cotten, a member of Debco Partners, LLC, a Texas limited liability company
the general partner of CSE Commercial Real Estate, LP, a Texas limited partnership, on behalf
of said limited partnership.
Notary Public, State of Texas
My Commission expires:_____________
Exhibit “C” to City/CSE Development Agreement - Page 11 29153
Exhibit “A”
Legal Description of Land
A 23.118 acres of land located in JAMES A. SIMMONS SURVEY, ABSTRACT NO. 1296,
Coppell, Dallas County, Texas, and being all of the tract of land designated as Tract II in the deed
to the City of Coppell, Texas recorded in Volume 2003094, Page 797 of the Deed Records of
Dallas County, Texas, and all of the tracts of land conveyed to the City of Coppell by the deeds
recorded in County Clerk’s File No. 20070000802, and County Clerk’s File No. 200900282446
of the Deed Records of Dallas County, Texas. Said 23.118 acres of land being more particularly
described by metes and bounds as follows:
BEGINNING at a ½” iron rod found at the Southeast corner of the aforementioned tract of land
designated as Tract II, in the deed to the City of Coppell, Texas, recorded in Volume 2003094,
Page 797 of the Deed Records of Dallas County, Texas, and said POINT OF BEGINNING also
being the intersection of the West right-of-way line of Coppell Road South, and the North right-
of-way line of Burns Street;
THENCE S 85° 29’ 33” W, 878.23 feet, along the North right-of-way line of said Burns Street
and the South boundary line of said Tract II, to a ½” iron rod found at the Southwest corner of
said Tract II, lying in the East right-of-way line on Hammond Street;
THENCE N 00° 31’ 41” W, 1133.41 feet, along the East right-of-way line of said Hammond
Street and the West boundary line of said Tract II, to a 3/8” iron rod found at the Northwest
corner of said Tract II;
THENCE N 89° 18’ 49” E, 365.29 feet, along the North boundary line of said Tract II, to a ½”
iron rod found at the Southwest corner of the aforesaid tract of land conveyed to the City of
Coppell by the deed recorded in the County Clerk’s File No. 200700802 of the Deed Records of
Dallas County, Texas;
THENCE N 00° 40’ 12” W, 219.96 feet, along the West boundary line of said City of Coppell
Tract to a 1/2 “ iron rod found at the Northwest corner thereof, lying in the South right-of-way
line of Bethel Road;
THENCE N 89° 19’58” E, 186.10 feet, along the South right-of-way line of said Bethel Road,
and the North boundary line of said City of Coppell Tract, and also the North boundary line of
the aforesaid tract of land conveyed to the City of Coppell by the deed recorded in County
Clerk’s File No. 200900282446 to a ½” iron rod found at the Northeast corner thereof, lying in
the most Easterly West boundary line of aforesaid Tract II;
THENCE N 00° 40’ 12” W, 4.64 feet, along the most Easterly West boundary line of said Tract
II, to a ½” iron rod found at the most Northerly Northwest corner thereof, lying in the South
right-of-way line of aforesaid Bethel Road;
Exhibit “C” to City/CSE Development Agreement - Page 12 29153
THENCE N 89° 44’ 28” E, 151.00 feet, along the most Northerly North boundary line of said
Tract II, and the South right-of-way line of said Bethel Road, to a ½” iron rod found at the most
Northerly Northeast corner of said Tract II;
THENCE S 00° 59’ 19” E, 7.78 feet, along the most Westerly East boundary line of said Tract II
to a ½” iron rod marked “Brittain & Crawford”, set;
THENCE S 01° 46’ 57” E, 371.27 feet, along the most Westerly East boundary line of said Tract
II to a ½” iron rod found;
THENCE N 88° 12’ 07” E, 145.09 feet, along the most Southerly North boundary line of said
Tract II to a ½” iron rod set at the most Easterly Northeast corner of said Tract II, lying in the
West right-of-way line of aforesaid Coppell Road South;
THENCE S 01° 50’ 07” E, 922.31 feet, along the East boundary line of said Tract II, and the
West right-of-way line of said Coppell Road South to the POINT OF BEGINNING containing
23.118 acres of land.
Exhibit “D” to City/CSE Economic Development and Public Infrastructure Purchase Agreement - Page 1 29153
Exhibit “A-1”
Legal Description of Option Land
Proposed Lot 1, Block A, Lot 1, Block B, Lot 1, Block C, Lot 1, Block D, Lot 1, Block E, Lot 1, Block F, and Lot
2, Block G, Old Town Addition, Addition to the City of Coppell, Dallas County, Texas, according to the map or
plat depicted below.
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 Office
November 9, 2010
17
✔
CONTRACT/BID or PROPOSAL
Discuss and consider approving a Shared Parking Agreement between the City of Coppell and CSE Commercial Real
Estate, L.P. and authorize the City Manager to sign.
This agreement establishes the right of each party to use the shared parking included in this development.
Staff recommends approval.
!Main St at Old Coppell Shared Pking
MEMO
Date: November 9, 2010
From: Mindi Hurley, Economic Development Coordinator
RE: Main Street at Old Town Coppell
The Old Coppell Master Plan, completed in 2002, was a project that included a large
amount of public input to help reflect the community’s vision for the future Old Town
Coppell. The plan made numerous recommendations for physical improvements as well
as policy and market strategies. All recommendations from the plan dealt with the
revitalization of Old Town Coppell, increasing pedestrian connectivity in the district and
creating a mixed-use environment that increased awareness and activity in the area.
City staff has been working with CSE Commercial Real Estate, L.P. (CSE) to accomplish
these very things through the purchase and sale of approximately 10.06 acres of land in
the Old Town Addition. CSE will develop a mixed-use center that includes residential,
office, restaurant and retail uses. All development will follow the design guidelines
established for Old Town Coppell. The City will also develop and maintain a multi-
purpose pavilion, playground equipment, a water feature and ample parking to serve this
development as well as other patrons in the Old Town Coppell area. This site should
serve as a gathering place for the entire community and create vehicle and pedestrian
traffic that will benefit all merchants located in Old Town Coppell.
The agreements on the City Council agenda tonight address the purchase and sale of the
approximate 10.06 acres being purchased by CSE, the shared responsibilities of
development for the City and CSE, and the parking that accompanies this mixed-use
development. The Purchase and Sale Agreement allow the City to transfer the
appropriate land to the Coppell Economic Development Foundation for the resale of the
property to CSE. The Development Agreement outlines what development will take
place and which party is responsible for that particular piece. The Shared Parking
Agreement establishes the joint use of public parking in the development.
CSE will purchase land to construct 13 retail office cottages, 38 garden/patio homes or 44
townhomes, 11 retail service buildings, 2 restaurants, an entry feature and some private
parking for a total purchase of $1,552,182. The selling price is $3.53 per square foot.
The first phase of development will include at a minimum 1 retail service building, 1
office cottage and 14 units of garden/patio homes for a total of 84, 200 sq. ft. CSE will
have 7 years to purchase all remaining land.
CSE will pay $50,000 at the time the documents are executed and will have 240 days to
inspect the property. On the 240th day, CSE will make an additional payment of
$200,000. CSE must exercise an option to buy Phase One of the land no later than 30
days after the last day of the inspection period, and the first phase of land must be
purchased no later than 45 days after the option is exercised. At the time of closing for
phase one, CSE will pay $297,226 for the land purchased unless they purchase more than
84,200 sq. ft. The $250,000 option fee will be retained throughout the duration of the
project and will be applied to the land purchase when CSE is ready to purchase the last
70,822 sq. ft.
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 1 29092
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
§
Shared Parking Agreement Between
City of Coppell, Texas, and
CSE Commercial Real Estate, LP
This Shared Parking Agreement (this “Agreement”) is made by and between the City of
Coppell, Texas (the “City”), and CSE Commercial Real Estate, LP, a Texas limited partnership and
its permitted assigns (the “Company”), acting by and through their respective authorized officers
and partners.
WITNESSETH:
WHEREAS, the City owns the real property commonly known as the “Old Town
Addition” generally located at Coppell Road, Burns Road and Hammonds Road within the City
as further described in Exhibit “A” (the “Land”); and
WHEREAS, the City (or in the case of the Option Agreement, the Coppell Economic
Development Foundation, Inc.) and the Company have previously executed that certain Option
Agreement and that certain Development Agreement (both hereinafter defined) with respect to
the Company’s purchase and development of a portion of the Land for a mixed use development
consisting of (i) approximately thirteen (13) retail office cottages built with craftsman
architectural style, (ii) forty-four (44) townhomes or thirty-eight (38) garden patio homes, (iii)
eleven (11) retail service buildings, and (iv) two (2) restaurants, all of which is to be anchored by
a town square (the “Project”); and
WHEREAS, the development and construction of the Project requires the construction
of certain public parking within the Project; and
WHEREAS, the City and the Company desire to enter an agreement regarding the terms
and conditions for shared use of portions of the parking to be developed as part of the Project;
NOW THEREFORE, in consideration of the foregoing, and other valuable
consideration the receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:
Article I
Term
The term of this Agreement shall begin on the last date of execution hereof (“Effective
Date”) and continue until terminated as provided herein.
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 2 29092
Article II
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed to
them:
“Approval” shall mean all City standard development approval processes.
“City” shall mean the City of Coppell, Texas.
“Company” shall mean CSE Commercial Real Estate, LP, a Texas limited partnership and
its permitted assigns.
“Covenants” shall mean that certain declaration of covenants, conditions, and restrictions
for the Land to be recorded in the Official Public Records of Dallas County, Texas concurrently
with the recordation of this Agreement.
“Development Agreement” shall mean that certain Development Agreement by and
between the parties dated _____________________, 2010.
“Effective Date” shall mean the last date of execution hereof.
“Land” shall mean the real property described in Exhibit “A”.
“Option Agreement” shall mean that certain option to purchase the Option Land by and
between the Coppell Economic Development Foundation and the Company dated
_________________, 2010.
“Option Land” shall mean the real property described in Exhibit “A-1” attached.
“Planned Development District Ordinance” shall mean the planned development zoning
ordinance governing the development of the Land.
“Project” shall mean a mixed use development to be constructed on the Land, or portion
thereof, consisting of (i) approximately thirteen (13) retail office cottages built with craftsman
architectural style, (ii) forty-four (44) townhomes or thirty-eight (38) garden patio homes, (iii)
eleven (11) retail service buildings, and (iv) two (2) restaurants, to be anchored by the Town
Square, private parking on the west, east and south sides of the perimeter of the Town Square,
together with other required parking and landscaping all as further described in the submittals
filed with the City in order to obtain a building permit(s) from time to time.
“Public Parking” shall mean and refer to all parking areas within the Project constructed
upon those portions of the Land owned by the City or the Coppell Economic Development
Foundation, regardless of whether the cost of constructing such parking areas was paid by the
City or the Company.
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 3 29092
“Related Agreements” shall mean the Option Agreement, the Development Agreement,
and any other appropriate agreement(s) related to the Project.
“Town Square” shall mean approximately two (2) acres of the Land on which the City
intends to construct a town square open space, generally consisting of a pavilion, public
restrooms and playground equipment, together with the landscaping and hardscaping of the
Town Square.
Article III
Right to Use Public Parking; Limitations
3.1 Developer Use of Public Parking City agrees that during the term of this
Agreement, Company and its officers, directors, members, employees, agents, successors, assigns,
tenants, invitees, licensees, contractors, customers, and guests, and the officers, directors, members,
employees, tenants, invitees, licensees, contractors, customers, and guests of the successors and/or
assigns of Company and its interest in the Option Land, shall have the non-exclusive right to use the
Public Parking for the purpose of parking motor vehicles with respect to the uses developed on the
Option Land by Company or its successors or assigns. City agrees that this Agreement shall
constitute a written agreement between City and Company, its successors and assigns for purposes
of Coppell Code of Ordinance sec. 12-31-8, as amended, regarding the inclusion of the Public
Parking for purposes of satisfying the minimum number of parking spaces required by the City’s
land use and development ordinances and regulations applicable to the use and development of the
Land
3.2 Enforcement of Laws and Ordinances. The use of the Public Parking by those
authorized by Sections 3.1, above, shall be used in accordance with all applicable laws and
ordinances relating to the regulation of parking as may from time to time be established by City
or pursuant to state law, including any restriction designations made by City pursuant to Section
3.3, below.
3.3 Designation of Special Parking. City shall retain the right to designate spaces
within the Public Parking that are limited for special uses, such as parking for disabled people,
loading zones, and fire zones.
3.4 City Use of Parking. Company understands and acknowledges that, except for
those parking spaces within the Public Parking that may be designated by City for limited use as
noted in Section 3.3, above, the Public Parking will be accessible to, and may be used by, any
member of the public at any time. Except as otherwise authorized by a resolution or ordinance
approved by City’s city council (including the Planned Development District Ordinance), no
space located within Public Parking shall:
(a) be designated by Company, its successors or assigns, for exclusive use by
users of the Option Land or portion thereof; or
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 4 29092
(b) be posted by Company, its successors, assigns, or tenants, with a sign
limiting the time (whether hours or duration) during which the parking space may be
used.
3.5 Cooperation During Conflicting Uses. City and Company agree to use
reasonable efforts to conduct events or operations, or limit the conduct of events or operations by
others, in a manner that will allow those parties described in Sections 3.1 and 3.4, above, to use
the Public Parking without entirely excluding others within the respective described groups from
using the Public Parking. However, Company understands and acknowledges that:
(a) City will, from time to time, be sponsoring special public events or
authorize private events that will use the Town Square or other city-owned facilities in
the Project that will attract a substantial number of members of the public who will use
the Public Parking during such events; and
(b) Such use may be to the extent that available spaces in Public Parking may
be substantially reduced to the point of being unavailable for use by Company or
subsequent owners of the Option Land.
COMPANY AGREES THAT CITY SHALL HAVE NO LIABILITY TO COMPANY OR ITS
OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS,
TENANTS, INVITEES, LICENSEES, CONTRACTORS, CUSTOMERS, AND GUESTS, AND
THE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, TENANTS, INVITEES,
LICENSEES, CONTRACTORS, CUSTOMERS, AND GUESTS OF THE SUCCESSORS
AND/OR ASSIGNS OF COMPANY AND ITS INTEREST IN THE OPTION LAND, AND
HEREBY RELEASES AND HOLDS CITY HARMLESS, WITH RESPECT TO ANY CLAIMS
FOR ACTUAL OR CONSEQUENTIAL DAMAGES AS THE RESULT OF THE
UNAVAILABILITY OF PARKING FOR USE BY THOSE DESCRIBED IN SECTION 3.1
ABOVE.
3.6 Use of Parking by Third Parties to Meet Minimum Parking Requirements.
City agrees, to the extent allowed by law, to not allow the inclusion of the Public Parking in
satisfying the minimum number of parking spaces required by the City’s land use and
development ordinances and regulations for the use and development of property that is not part
of the Land; provided, however, City shall have the right to allow owners of non-residential uses
in the area commonly known as “Old Coppell” to include the Public Parking located along
Burnett Street be used to satisfy said owners’ minimum parking requirements. City understands,
acknowledges, and agrees that except as provided herein City has no authority to allow any third
party the right to include parking constructed on any property owned by Developer within said
third party’s minimum off-street parking requirement.
3.7 Limitations on Changes to Public Parking. During the term of this Agreement,
City agrees not to make any material changes to the amount or configuration of the Public
Parking without the prior written consent of Company (for so long as Company owns any part of
the Option Land) and the Owners Association to be formed under the Covenants which consent
shall not be unreasonably withheld or delayed. For purposes of this Section 3.7, a “material
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 5 29092
change” shall mean a net reduction of more than the following number of Public Parking spaces
in relation to the initial number of Public Parking spaces constructed:
(a) six (6) spaces on East Main Street;
(b) two (2) spaces on West Main Street;
(c) two (2) spaces on Main Street;
(d) two (2) spaces on Burnet Street;
(e) two (2) spaces on the south side of Travis Street;
(f) four (4) spaces on the north side of Travis Street;
(g) two (2) spaces on the northeast side of Houston Street; or
(h) four (4) spaces on the north and south side of the west end of Houston
Street.
For purposes of this Section 3.7, the “net reduction” of spaces shall be determined by calculating
the number of existing Public Parking spaces eliminated on a street less the number of new
Public Parking spaces added on the same street as the result of the reconfiguration of the Public
Parking spaces.
3.8 Repair and Maintenance of Public Parking. The City shall be responsible for
the maintenance and repair of the Public Parking and all sidewalks located on publicly owned
land. Such maintenance and repair shall be performed to the same standards as other similarly
situated public streets and sidewalks in the City.
Article IV
Miscellaneous
4.1 Binding Agreement; Assignment. The terms and conditions of this Agreement
are binding upon the successors and permitted assigns of the parties hereto. This Agreement
may not be assigned without the prior written consent of the City Manager; provided, however,
the Company may, without City Manager approval, upon thirty (30) days prior written notice to
the City, assign this Agreement to an entity controlled by Charles Cotten and Greg Yancey, but
only if the new entity agrees in writing to assume all rights and obligations of the Company
under this Agreement. In addition, this Agreement may be collaterally assigned by the Company
(or any permitted assignee) to a financial institution providing financing to the Company (or any
permitted assignee) for the purchase and/or development of the Project.
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 6 29092
4.2 Limitation on Liability. It is understood and agreed among the parties that the
Company and the City, in satisfying the conditions of this Agreement, have acted independently,
and assume no responsibilities or liabilities to third parties in connection with these actions.
4.3 No Joint Venture. It is acknowledged and agreed by the parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the parties.
4.4 No Grant of Property Interest. The parties hereto understand and agree that
this Agreement does grant or convey, and is not intended to grant or convey, an interest in real
property to the Company or the City.
4.5 Authorization. Each party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
4.6 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received (i) three (3) days after deposit into the United States Mail, postage prepaid,
certified mail, return receipt requested, addressed to the party at the address set forth below or
(ii) on the day actually received if sent by courier or otherwise hand delivered.
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 North Akard
Dallas, Texas 75201
Telephone (214) 965-9900
Fax (214) 965-0010
If intended for Company, to:
CSE Commercial Real Estate, LP
4956 N. O'Connor Blvd.
Irving, Texas 75062
Attn: Charles Cotten
With a copy to:
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 7 29092
Jeffrey Fink
Apple Norris & Fink, LLP
735 Plaza Boulevard
Suite 200
Coppell, Texas 75019
Any party shall have the right to change its address for notice by sending notice of change of
address to each other party, in the manner described above.
4.7 Entire Agreement. This Agreement is the entire agreement between the parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
written Agreement among the parties that in any manner relates to the subject matter of this
Agreement, except as provided or referred to in this Agreement (including the Related
Agreements) or as provided in any Exhibits attached hereto.
4.8 Governing Law. 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. The parties agree to submit to the personal and subject matter jurisdiction of
said court.
4.9 Amendment. This Agreement may only be amended by a written agreement
executed by all parties, including all subsequent owners of any portion of the Land; provided,
however, with respect to any portion of the Land that is developed for residential use which requires
mandatory membership in an owners association, such association may bind all such owners and the
approval of each individual owner shall not be required.
4.10 Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention
of the parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or
unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable
and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable.
4.11 Recitals. The recitals to this Agreement are incorporated herein.
4.12 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one
and the same instrument.
4.13 Exhibits. The exhibits to this Agreement are incorporated herein by reference for
all purposes wherever reference is made to the same.
4.14 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the parties, as well as any rights and benefits of the parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 8 29092
4.15 Indemnification by Company. CITY SHALL NOT BE LIABLE OR
RESPONSIBLE FOR, AND SHALL BE INDEMNIFIED, DEFENDED, HELD HARMLESS
AND RELEASED BY COMPANY FROM AND AGAINST ANY AND ALL SUITS,
ACTIONS, LOSSES, DAMAGES, CLAIMS, OR LIABILITY OF ANY CHARACTER, TYPE,
OR DESCRIPTION, INCLUDING ALL REASONABLE 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 COMPANY, OR PROPERTY, ARISING OUT
OF, OR OCCASIONED BY THE PERFORMANCE OF COMPANY UNDER THIS
AGREEMENT. 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 AGREEMENT IS AN INDEMNITY
EXTENDED BY COMPANY TO INDEMNIFY AND PROTECT CITY FROM THE
CONSEQUENCES OF THE COMPANY’S NEGLIGENCE, WHETHER SUCH
NEGLIGENCE IS THE SOLE OR PARTIAL CAUSE OF ANY SUCH INJURY, DEATH, OR
DAMAGE. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE COMPANY SHALL NOT DEFEND, INDEMNIFY OR HOLD THE CITY
HARMLESS FROM AND AGAINST ANY CLAIMS ARISING OUT OF, OR OCCASIONED
BY THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE CITY.
4.16 Approvals. Whenever an approval or consent is required by a party under the
terms of this Agreement, such approval or consent shall not be unreasonably withheld, delayed or
conditioned.
Article V
Termination
5.1 This Agreement shall terminate upon any one or more of the following events:
(a) The parties (including the Company, any successor owners of any portion of
the Land, and their respective mortgagees) mutually agree in writing to terminate this
Agreement; or
(b) The Related Agreements are terminated prior to Company purchasing all or
any portion of the Option Land pursuant to the Option Agreement; provided, however, this
Agreement shall remain in effect with respect to any Option Land purchased pursuant to the
Option Agreement prior to termination.
[Signatures Appear on the Following Page]
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 9 29092
EXECUTED in duplicate originals this the ___ day of _________________, 2010.
City of Coppell, Texas
By:
Clay Phillips, City Manager
Attest:
By:
Libby Ball, City Secretary
Agreed as to Form:
By:__________________________
City Attorney
EXECUTED in duplicate originals this the day of , 2010.
CSE Commercial Real Estate, LP
By: Debco Partners, LLC, its general partner
By:
Charles Cotten
Member
City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 10 29092
City Acknowledgment
State of Texas §
§
County of Dallas §
This instrument was acknowledged before me on the _____ day of __________, 2010 by
Clay Phillips, City Manager of the City of Coppell, a Home Rule Municipality.
Notary Public, State of Texas
My Commission expires:
Company Acknowledgment
State of Texas §
§
County of Dallas §
This instrument was acknowledged before me this _________ day of ___________,
2010, by Charles Cotten, a member of Debco Partners, LLC, a Texas limited liability company
the general partner of CSE Commercial Real Estate, LP, a Texas limited partnership, on behalf
of said limited partnership.
Notary Public, State of Texas
My Commission expires:_____________
Exhibit “A” to City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 1 29092
Exhibit “A”
Legal Description of Land
A 23.118 acres of land located in JAMES A. SIMMONS SURVEY, ABSTRACT NO. 1296,
Coppell, Dallas County, Texas, and being all of the tract of land designated as Tract II in the deed
to the City of Coppell, Texas recorded in Volume 2003094, Page 797 of the Deed Records of
Dallas County, Texas, and all of the tracts of land conveyed to the City of Coppell by the deeds
recorded in County Clerk’s File No. 20070000802, and County Clerk’s File No. 200900282446
of the Deed Records of Dallas County, Texas. Said 23.118 acres of land being more particularly
described by metes and bounds as follows:
BEGINNING at a ½” iron rod found at the Southeast corner of the aforementioned tract of land
designated as Tract II, in the deed to the City of Coppell, Texas, recorded in Volume 2003094,
Page 797 of the Deed Records of Dallas County, Texas, and said POINT OF BEGINNING also
being the intersection of the West right-of-way line of Coppell Road South, and the North right-
of-way line of Burns Street;
THENCE S 85° 29’ 33” W, 878.23 feet, along the North right-of-way line of said Burns Street
and the South boundary line of said Tract II, to a ½” iron rod found at the Southwest corner of
said Tract II, lying in the East right-of-way line on Hammond Street;
THENCE N 00° 31’ 41” W, 1133.41 feet, along the East right-of-way line of said Hammond
Street and the West boundary line of said Tract II, to a 3/8” iron rod found at the Northwest
corner of said Tract II;
THENCE N 89° 18’ 49” E, 365.29 feet, along the North boundary line of said Tract II, to a ½”
iron rod found at the Southwest corner of the aforesaid tract of land conveyed to the City of
Coppell by the deed recorded in the County Clerk’s File No. 200700802 of the Deed Records of
Dallas County, Texas;
THENCE N 00° 40’ 12” W, 219.96 feet, along the West boundary line of said City of Coppell
Tract to a 1/2 “ iron rod found at the Northwest corner thereof, lying in the South right-of-way
line of Bethel Road;
THENCE N 89° 19’58” E, 186.10 feet, along the South right-of-way line of said Bethel Road,
and the North boundary line of said City of Coppell Tract, and also the North boundary line of
the aforesaid tract of land conveyed to the City of Coppell by the deed recorded in County
Clerk’s File No. 200900282446 to a ½” iron rod found at the Northeast corner thereof, lying in
the most Easterly West boundary line of aforesaid Tract II;
THENCE N 00° 40’ 12” W, 4.64 feet, along the most Easterly West boundary line of said Tract
II, to a ½” iron rod found at the most Northerly Northwest corner thereof, lying in the South
right-of-way line of aforesaid Bethel Road;
Exhibit “A” to City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 2 29092
THENCE N 89° 44’ 28” E, 151.00 feet, along the most Northerly North boundary line of said
Tract II, and the South right-of-way line of said Bethel Road, to a ½” iron rod found at the most
Northerly Northeast corner of said Tract II;
THENCE S 00° 59’ 19” E, 7.78 feet, along the most Westerly East boundary line of said Tract II
to a ½” iron rod marked “Brittain & Crawford”, set;
THENCE S 01° 46’ 57” E, 371.27 feet, along the most Westerly East boundary line of said Tract
II to a ½” iron rod found;
THENCE N 88° 12’ 07” E, 145.09 feet, along the most Southerly North boundary line of said
Tract II to a ½” iron rod set at the most Easterly Northeast corner of said Tract II, lying in the
West right-of-way line of aforesaid Coppell Road South;
THENCE S 01° 50’ 07” E, 922.31 feet, along the East boundary line of said Tract II, and the
West right-of-way line of said Coppell Road South to the POINT OF BEGINNING containing
23.118 acres of land.
Exhibit “A” to City/CSE Commercial Real Estate, L.P. Shared Parking Agreement -Page 1 29092
Exhibit “A-1”
Legal Description of Option Land
Proposed Lot 1, Block A, Lot 1, Block B, Lot 1, Block C, Lot 1, Block D, Lot 1, Block E, Lot 1, Block F, and Lot
2, Block G, Old Town Addition, Addition to the City of Coppell, Dallas County, Texas, according to the map or
plat depicted below.
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
November 9, 2010
18
✔
RESOLUTION
Consider approval of a Resolution approving a letter of support for the creation of a Foreign Trade Zone to be located
at 611 S. Royal Lane in Coppell, Texas, and authorizing the Mayor Pro Tem to sign.
Duke Realty Corporation is requesting a letter of support from the City of Coppell to modify the existing boundaries of
Foreign Trade Zone (FTZ) No. 168 to include 611 S. Royal Lane. This letter of support is just one step in the process to
receive FTZ status for Duke Realty. This FTZ is being considered to help finalize the decision for a relocation of a
prospective company.
Staff recommends approval.
!FTZ 611 S. Royal - 1 AR
MEMO
Date: November 9, 2010
From: Mindi Hurley, Economic Development Coordinator
RE: Letter of Support for a Foreign Trade Zone at 611 S. Royal Lane
Duke Realty has requested a support letter from the City of Coppell to expand Foreign
Trade Zone (FTZ) No. 168 to include the building located at 611 S. Royal Lane. This
building is Freeport VII, and this FTZ is necessary to help finalize a lease with a
prospective company looking to occupy approximately 200,000 sq. ft. of the building.
November 9, 2010
Mr. Andrew McGilvray
Foreign-Trade Zones Board
U.S. Department of Commerce
1401 Constitution Ave. NW, Room 2111
Washington D.C. 20230
Re: Foreign Trade Zone Application
Dear Mr. McGilvray,
Please accept this letter of support for the Dallas/Fort Worth Foreign Trade Zone No. 168
application to establish a Foreign Trade Zone facility located at 611 S. Royal Lane, Coppell,
Texas 75019. The City of Coppell is very active in promoting economic development and
business attraction for the City. This facility will bring new business to our city. We are always
willing to support businesses in ways that will help create more jobs and aid in their continued
success.
The establishment of a Foreign Trade Zone and the associated economic benefits that it
provides to companies, especially on an international trading basis, is consistent with the City’s
economic development objectives.
We ask for the Foreign Trade Zone Board to give this application a favorable decision at the
soonest possible date. If the City can be of any further assistance, please do not hesitate to call
upon us.
Sincerely,
Bob Mahalik
Mayor Pro Tem
1
RESOLUTION NO. ________________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS,
SUPPORTING THE ESTABLISHMENT OF A FOREIGN TRADE ZONE TO BE LOCATED AT
611 S. ROYAL LANE, COPPELL, TEXAS; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council has been presented with a request from Zone 168 and Duke Realty
for the City to support the establishment of a foreign trade zone at 611 S. Royal Lane, Coppell, Texas
75019; and
WHEREAS, the City Council finds that the establishment of a foreign trade zone would generate
employment and enhance economic development within the community.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS:
SECTION 1. That the City Council of the City of Coppell, Texas, does hereby support the
establishment of a foreign trade zone located at 611 S. Royal Lane, Coppell, Texas 75019.
SECTION 2. This Resolution shall become effective immediately from and after its passage, as
the law and charter in such cases provide.
DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this the
_______ day of _______________, 2010.
APPROVED:
BOB MAHALIK, MAYOR PRO TEM
ATTEST:
LIBBY BALL, CITY SECRETARY
APPROVED AS TO FORM:
ROBERT E. HAGER, CITY ATTORNEY
(PGS/si 11/1/10)
WORK SESSION CONSENT REGULAR
DEPT:
DATE:
ITEM #:
AGENDA REQUEST FORM
ITEM TYPE:
ITEM CAPTION:
GOAL(S):
EXECUTIVE SUMMARY:
FINANCIAL COMMENTS:
RECOMMENDED ACTION: ACTION TAKEN BY COUNCIL:
ȱ ȱ
City Secretary
November 9, 2010
19
✔
PROCEDURAL
Consider appointments to the City's Boards/Commissions/Committees.
Annual appointments to Boards/Commissions/Committees to fill annual vacancies and recent resignations. New
appointees' terms will begin on January 1.
%bdappt-1AR
THE FOLLOWING VACANCIES ARE AVAILABLE:
2010
ANIMAL SERVICES ADVISORY & APPEALS BOARD
1 Veterinarian
(2-year term of office)
BOARD OF ADJUSTMENT
3 Citizens
(2-year term of office)
2 Alternates
(2-year term of office)
COPPELL ECONOMIC DEVELOPMENT COMMITTEE
5 Citizens
(2-year term of office)
KEEP COPPELL BEAUTIFUL COMMITTEE
3 Citizens
(2-year term of office)
KEEP COPPELL BEAUTIFUL COMMITTEE – YOUTH ADVISOR
2 Students
(1-year term of office)
AGENDA REQUEST NARRATIVE
LIBRARY BOARD
4 Citizens
(2-year term of office)
1 Alternate
(2-year term of office)
LIBRARY BOARD - YOUTH ADVISOR
2 Students
(1-year term of office)
PARKS AND RECREATION BOARD
7 Citizens
(2-year term of office)
2 Alternates
(2-year term of office)
PARKS AND RECREATION BOARD – YOUTH ADVISOR
2 Students
(1-year term of office)
PLANNING AND ZONING COMMISSION
3 Citizens
(2-year term of office)
AGENDA REQUEST FORM DATE: November 9, 2010
ITEM #: 20
CITY MANAGER'S REPORT
A. Project Update and Future Agendas.
Agenda Request Form - Revised 09/027 Document Name: %manrep
AGENDA REQUEST FORM DATE: November 9, 2010
ITEM #: 21
MAYOR AND COUNCIL REPORTS
A. Report by Mayor Pro Tem Mahalik regarding the Holiday Parade and
Celebration.
B. Report by Mayor Pro Tem Mahalik regarding Metroplex Mayors’ Meeting.
C. Report by Councilmember Franklin regarding the TML Conference –
Marketing for Retailers.
Agenda Request Form - Revised 09/02 Document Name: %mayorreport
AGENDA REQUEST FORM DATE: November 9, 2010
ITEM #: 22
PUBLIC SERVICE ANNOUNCEMENTS CONCERNING ITEMS OF
COMMUNITY INTEREST AND NO COUNCIL ACTION OR
DELIBERATION IS PERMITTED
Agenda Request Form - Revised 09/02 Document Name: %mayorreport
AGENDA REQUEST FORM
DATE: November 9, 2010
ITEM #: 23
NECESSARY ACTION RESULTING FROM EXECUTIVE SESSION
Agenda Request Form - Revised 09/02 Document Name: %necessaryactionexec
CERTIFICATE OF AGENDA ITEM SUBMISSION
Council Meeting Date: November 9, 2010
Department Submissions:
Item No. 11/B was placed on the Agenda for the above-referenced City
Council meeting by the Library Department. I have reviewed the Agenda
Request (and any backup if applicable) and hereby submit this item to the
City Council for consideration.
____________________
Library Department
Item No. 11/C was placed on the Agenda for the above-referenced City
Council meeting by the Parks Department. I have reviewed the Agenda
Request (and any backup if applicable) and hereby submit this item to the
City Council for consideration.
____________________
Parks Department
Item No. 13 was placed on the Agenda for the above-referenced City
Council meeting by the Police Department. I have reviewed the Agenda
Request (and any backup if applicable) and hereby submit this item to the
City Council for consideration.
____________________
Police Department
Item Nos. 11/D, 11/E and 12 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 Agenda and Packet for the
above-referenced City Council Meeting and hereby submit the same to the
City Council for consideration.
____________________
City Manager
(or Deputy City Manager)