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CP 2012-07-24City Council City of Coppell, Texas Meeting Agenda 255 Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers5:30 PMTuesday, July 24, 2012 KAREN HUNT TIM BRANCHEAU Mayor Mayor Pro Tem BOB MAHALIK BILLY FAUGHT Place 2 Place 5 WES MAYS MARVIN FRANKLIN Place 3 Place 6 GARY RODEN AARON DUNCAN Place 4 Place 7 CLAY PHILLIPS City Manager Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular Called Session 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: 1.Call to Order 2.Executive Session (Closed to the Public) 1st Floor Conference Room Section 551.071, Texas Government Code - Consultation with City Attorney and Section 551.072, Texas Government Code - Deliberation regarding Real Property. A.Seek legal advice from the City Attorney concerning the settlement and land purchase agreements with the Billingsleys at Northlake. Section 551.087, Texas Government Code - Economic Development Negotiations. Page 1 City of Coppell, Texas Printed on 7/20/2012 July 24, 2012City Council Meeting Agenda B.Discussion regarding economic development prospects south of Airline and west of Belt Line. C.Discussion regarding economic development prospects south of Dividend and west of Belt Line. D.Discussion regarding economic development prospects north of Bethel Road and east of Royal Lane. 3.Work Session (Open to the Public) 1st Floor Conference Room A.Discussion of Economic Incentives. B.Presentation on Commercial Recycling. C.Discussion of Agenda Items. Work Session - Economic Incentives Memo.pdfAttachments: Regular Session (Open to the Public) 4.Invocation 7:30 p.m. 5.Pledge of Allegiance 6.Presentation of an award to the City of Coppell from Keep Texas Beautiful and the Texas Department of Transportation as the recipient of the 2012 Governor’s Community Achievement Award. Staff Memo.pdfAttachments: 7.Citizens’ Appearance 8.Report by the Economic Development Committee. 9.Consider approval of minutes: July 3, 2012 and July 10, 2012. Minutes for July 3, 2012.pdf Minutes for July 10, 2012.pdf Attachments: 10.Discuss and consider approving a Resolution to enter into an Interlocal Agreement with the Dallas/Fort Worth International Airport Board, City of Dallas, City of Fort Worth and the City of Coppell for the apportionment of revenues generated from the development of land located within the city limits of Coppell and the geographical boundaries of the Dallas/Fort Worth International Airport, and authorizing the Mayor to sign. Interlocal Agreement Memo.pdf Interlocal Agreement Resolution.pdf Interlocal Agreement.pdf Attachments: 11.Consider approval of an Economic Development Agreement by and between the City of Coppell and West Bethel Properties LLC, and Page 2 City of Coppell, Texas Printed on 7/20/2012 July 24, 2012City Council Meeting Agenda authorizing the Mayor to sign. West Bethel Properties Facade Grant Memo.pdf West Bethel Properties Facade Grant.pdf Attachments: 12.Discuss and consider approval of awarding Request for Proposal (RFP) #0113 for the procurement of medical stop loss insurance and Third Party Administration Services (TPA); and authorizing the City Manager to sign all necessary documents. Staff Memo.pdfAttachments: 13.Consider approval of appointing a non-voting Board Member to the DFW Airport Board. DFW Airport Board 2012 Committee Board Dates.pdfAttachments: 14.Consider appointments to Council Committees. Committee Worksheet 2012.pdfAttachments: City Manager Reports 15.Project Updates and Future Agendas Mayor and Council Reports 16.Report by Councilmember Duncan regarding Texas High Speed Rail & Transportation Corporation (THSRTC). Council Committee Reports 17.A.Carrollton/Farmers Branch ISD/Lewisville ISD - B.Coppell ISD - Mahalik. 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 - G.Metrocrest Medical Foundation - Mahalik. H.Metrocrest Family Medical Services - I.Metrocrest Social Services - Franklin. J.North Central Texas Council of Governments - K.North Texas Commission - Hunt. L.Senior Adult Services - Franklin. 18.Public Service Announcements concerning items of community interest and no Council action or deliberation is permitted. 19.Necessary Action from Executive Session Page 3 City of Coppell, Texas Printed on 7/20/2012 July 24, 2012City Council Meeting Agenda Adjournment ________________________ Karen Selbo Hunt, Mayor CERTIFICATE I certify that the above Notice of Meeting was posted on the bulletin board at the City Hall of the City of Coppell, Texas on this 20th day of July, 2012, at _____________. ______________________________ Christel Pettinos, City Secretary PUBLIC NOTICE - STATEMENT FOR ADA COMPLIANCE The City of Coppell acknowledges its responsibility to comply with the Americans With Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e. sign interpretative services, alternative audio/visual devices, and amanuenses) for participation in or access to the City of Coppell sponsored public programs, services and/or meetings, the City requests that individuals makes 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). Page 4 City of Coppell, Texas Printed on 7/20/2012 Date: July 24, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Council Goals – Economic Incentives The current Tax Abatement Application was created at a time when Coppell had a vast amount of vacant land that was ripe for development. The incentives offered were relevant, competitive and applicable for the time and for the stage of development that Coppell was in. Meeting the required minimum thresholds was difficult but not unreasonable for build-to-suit projects and/or speculative buildings being built at that time. The City offered aggressive incentive packages, and Coppell was one of the first cities to adopt Triple Freeport Tax Exemption. These things made Coppell competitive and helped to create the desirable business environment that Coppell still benefits from today. However, the community and the competition have changed, and there is a need to revise the existing incentive policy to stay relevant. The Economic Development Committee has created a list of potential economic incentives to expand our current incentive policy. The proposed list includes incentives for neighborhood commercial properties, locally-owned businesses, Old Town Coppell properties, façade grants throughout the City and more. The committee believes their recommendations will help Coppell keep the competitive advantage in the region that it has always enjoyed. PARKS AND RECREATION DEPARTMENT CITY COUNCIL AGENDA ITEM Date: July 16, 2012 To: Mayor and City Council From: Brad Reid, Director of Parks and Recreation Re: Presentation of an award to Coppell from Keep Texas Beautiful and the Texas Department of Transportation as the recipient of the 2012 Governor’s Community Achievement Award. Background: Keep Texas Beautiful recognized Coppell as the winner of the 2012 Governor’s Community Achievement Award for outstanding community improvement in their population category. This award was received at the Keep Texas Beautiful annual conference on June 27, 2012 in Texas. Earning this award demonstrates the Keep Coppell Beautiful mission to involve individuals throughout the community to promote education and activities that encourage waste reduction, litter prevention, and beautification. Coppell will receive an aesthetic landscape project on a highway state right-of-way by the Texas Department of Transportation valued at $210,000. The winning communities were chosen for their achievements in community leadership and coordination, education, public awareness, litter prevention and cleanup, litter law and illegal dumping enforcement, beautification and community improvement, and solid waste management. A seven page narrative of the organization’s achievements and a notebook documenting the city’s activities in 2011 were submitted to win the award. Mary Jo Tellin, the Keep Texas Beautiful Affiliate Representative, will present the 2011 Governor’s Community Achievement Award to the City of Coppell. The Community Programs staff will be represented by: Amanda Vanhoozier, Community Programs Supervisor Jen Ferguson, Community Programs Coordinator Council Action Requested: None Special Session 1 255 Parkway Boulevard Coppell, Texas 75019-9478 City of Coppell, Texas Minutes City Council Tuesday, July 3, 2012 11:00 AM Council Chambers KAREN HUNT TIM BRANCHEAU Mayor Mayor Pro Tem BOB MAHALIK BILLY FAUGHT Place 2 Place 5 BRIANNA HINOJOSA-FLORES MARVIN FRANKLIN Place 3 Place 6 GARY RODEN AARON DUNCAN Place 4 Place 7 CLAY PHILLIPS City Manager Present 4 - Karen Hunt; Gary Roden; Billy Faught and Aaron Duncan Absent 3 - Tim Brancheau; Bob Mahalik and Marvin Franklin The City Council of the City of Coppell met in Special Called Session on Tuesday, July 3, 2012, at 11:00 a.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. Also present were Deputy City Manager Mario Canizares, City Secretary Christel Pettinos and City Attorney Robert Hager. 1. Call to Order Mayor Hunt called the meeting to order at 11:00 a.m., determined that a quorum was present, and had City Attorney Robert Hager read the Canvass of Returns of the June 23, 2012 Runoff Election into the record. 2. Canvass returns of the June 23, 2012 Municipal Runoff Elections, approval of an order declaring the results of said election; and authorizing the Mayor to sign. Greg Garcia 231 236 467 Wes Mays 260 224 484 Special Session 2 A motion was made by Councilmember Billy Faught, seconded by Councilmember Aaron Duncan, that this Agenda Item be approved. The motion passed by an unanimous vote. Aye: 3 - Councilmember Gary Roden; Councilmember Billy Faught and Councilmember Aaron Duncan Adjournment There being no further business to come before the City Council, the meeting was adjourned at 11:12 a.m. ________________________ Karen Selbo Hunt, Mayor 255 Parkway Boulevard Coppell, Texas 75019-9478City of Coppell, Texas Minutes City Council 5:30 PM Council ChambersTuesday, July 10, 2012 KAREN HUNT TIM BRANCHEAU Mayor Mayor Pro Tem BOB MAHALIK BILLY FAUGHT Place 2 Place 5 WES MAYS MARVIN FRANKLIN Place 3 Place 6 GARY RODEN AARON DUNCAN Place 4 Place 7 CLAY PHILLIPS City Manager Karen Hunt;Tim Brancheau;Bob Mahalik;Wes Mays;Gary Roden;Billy Faught;Marvin Franklin and Aaron Duncan Present 8 - Also present were City Manager Clay Phillips, City Secretary Christel Pettinos and City Attorney Robert Hager. The City Council of the City of Coppell met in Regular Called Session on Tuesday, July 10, 2012, at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. Call to Order1. Mayor Hunt called the meeting to order, determined that a quorum was present and convened into Executive Session at 5:45 p.m. Executive Session (Closed to the Public) 1st Floor Conference Room2. Section 551.087, Texas Government Code - Economic Development Negotiations. A.Discussion regarding economic development prospects north of Bethel Road and east of S. Coppell Road. Discussed under Executive Session Section 551.072, Texas Government Code - Deliberation regarding Real Property. Page 1City of Coppell, Texas July 10, 2012City Council Minutes B.Discussion regarding property matters that concern property west of Royal Lane and south of Bethel Road. Discussed under Executive Session Section 551.071, Texas Government Code - Consultation with City Attorney and Section 551.072, Texas Government Code - Deliberation regarding Real Property. C.Discussion regarding the acquisition of real property located at 265 Parkway, Coppell, Texas. Discussed under Executive Session Section 551.071, Texas Government Code - Consultation with City Attorney. D.Discussion regarding an Interlocal Agreement with the City of Carrollton for deannexation of certain land and annexation of the same into the City of Coppell. Discussed under Executive Session E.Consultation with the City Attorney in regards to Cause Number 05-10-00283-CV, styled Mira Mar Development Corporation v. City of Coppell, Texas. Discussed under Executive Session Work Session (Open to the Public) 1st Floor Conference Room3. A.Discussion regarding the Annual Appointments to Boards and Commissions. B.Discussion of Agenda Items. Presented in Work Session RECEPTION IN ATRIUM FROM 6:30 P.M. TO 7:30 P.M Mayor Hunt recessed Executive Session at 6:28 p.m. and reconvened into the Regular Session to attend the Reception in the Atrium from 6:30 p.m. to 7:30 p.m. Regular Session (Open to the Public) Invocation 7:30 p.m.4. Councilmember Marvin Franklin gave the Invocation. Pledge of Allegiance5. Mayor Hunt led those present in the Pledge of Allegiance. Page 2City of Coppell, Texas July 10, 2012City Council Minutes 6.Swearing in of Councilmember Place 3. Mayor Hunt swore in Wes Mays as Councilmember Place 3. At this time, the makeup of Council is as follows: Karen Hunt, Mayor Tim Brancheau, Mayor Pro Tem Bob Mahalik, Place 2 Wes Mays, Place 3 Gary Roden, Place 4 Billy Faught, Place 5 Marvin Franklin, Place 6 Aaron Duncan, Place 7 7.Presentation by Texas Municipal Library Directors Association of the 2011 Achievement of Excellence in Libraries Award. Sue Compton presented the 2011 Achievement of Excellence in Libraries Award to Vicki Chiavetta, Library Director, Jane Darling, Assistant Library Director, and Patricia Nicks, Library Board Chair. 8.Presentation of an award to the Coppell Aquatic and Recreation Center from Ellis & Associates as the recipient of the 2011 Gold International Aquatic Safety Award. Steve Miller with Ellis and Associates presented the 2011 Gold International Aquatic Safety Award to Jessica Carpenter, Aquatic Manager, and Coppell Aquatic and Recreation staff. Citizens’ Appearance9. 1) Kent Moore, 400 Southwestern Blvd., spoke regarding the new City Council and the election responses. Consent Agenda10. A.Consider approval of minutes: June 12, 2012. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Marvin Franklin, to approve Agenda Items A-F on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - B.Consider approval of an Ordinance for CASE NO. PD-171R3-HC, GTE Shared Services Addition (Clear C2 Office), a zoning change request from PD-171-HC (Planned Development-171-Highway Commercial) to PD-171R3-HC (Planned Development-171 Revision 3-Highway Commercial), to revise the Concept Site Plan on 9.74 acres of property Page 3City of Coppell, Texas July 10, 2012City Council Minutes and attach a Detail Site Plan for a 11,077-square-foot office building on 2.09 acres of property located on the north side of Canyon Drive, east of S.H. 121 and authorizing the Mayor to sign. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Marvin Franklin, to approve Agenda Items A-F on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: 91500-A-0590 C.Consider approval of Ordinance for CASE NO. PD-235-O to SF-12, Akula, a zoning change request from PD-235-O (Planned Development-235-Office) to SF-12 (Single Family-12), to allow 0.83 acres of this property to be incorporated with the adjacent 1.46 acres of property to permit the development of one single-family home located at 1180 Sandy Lake Road and authorizing the Mayor to sign. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Marvin Franklin, to approve Agenda Items A-F on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: 91500-A-0591 D.Consider approval of an Ordinance for CASE NO. PD-116R2-SF-7, Chaucer Estates, Lots 4 & 7, Block C, a zoning change request from PD-116R-SF-7 (Planned Development-116 Revised-Single Family-7) to PD-116R2-SF-7 (Planned Development-116 Revision 2-Single Family-7), to relocate and modify the existing rear fences on 187 Chaucer Court and 101 Dickens Drive and authorizing the Mayor to sign. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Marvin Franklin, to approve Agenda Items A-F on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: 91500-A-0592 E.Consider approval of an Ordinance for CASE NO. PD-194R4-LI, Amberpoint Business Park, Lot 2R-3R, Block A, a zoning change request from PD-194R3-LI (Planned Development-194 Revision 3-Light Industrial) to PD-194R4-LI (Planned Development-194 Revision 4-Light Industrial), to attach a Detail Site Plan for a Page 4City of Coppell, Texas July 10, 2012City Council Minutes 300,800-square-foot office/warehouse building on 19.4 acres of property located on the east side of Northpoint Drive, north of Wagon Wheel Park and authorizing the Mayor to sign. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Marvin Franklin, to approve Agenda Items A-F on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: 91500-A-0593 F.Consider approval of an Ordinance of the City of Coppell, Texas, amending Article 1-9 of the Code of Ordinances by repealing the current Article 1-9 and replacing with a new Article 1-9 of the Records Management Program; and authorizing the Mayor to sign. A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Marvin Franklin, to approve Agenda Items A-F on the Consent Agenda. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught and Councilmember Marvin Franklin Aye:6 - Enactment No: ORD 2012-1311 End of Consent Agenda 11.PUBLIC HEARING: Consider approval of CASE NO. PD-255-SF, Westhaven, a zoning change request from HC (Highway Commercial) to PD-255-SF (Planned Development-255-Single Family), to permit the development of 297 residential lots and 37 common area lots on 93.8 acres of property located south of S.H. 121, approximately 450 feet west of Magnolia Park. Presentation: Marcie Diamond, Assistant Director of Planning, made a presentation to Council. Mayor Hunt opened the Public Hearing and asked for the following to speak: 1) Brad Meyer and Terry Mitchell, 300 E. Carpenter Fwy., Ste. 940, representing the applicant. 2) Laura Gough, 542 Gifford Dr., wrote in against the tree mitigation waiver. An Executive Session was called at 9:30 p.m. and adjourned at 9:39 p.m. Council reconvened into Regular Session at 9:46 p.m. A motion was made by Councilmember Gary Roden, seconded by Councilmember Aaron Duncan, to close the Public Hearing and approve the Agenda Item subject to the following conditions: Page 5City of Coppell, Texas July 10, 2012City Council Minutes 1) Resolution to the sanitary sewer issue; 2) Approval of the Floodplain study (CLOMR); 3) The Final Plat shall include the fee simple dedication of the hike and bike trail; 4) Tree mitigation fee to be $225, 000; and 5) Along the perimeter of SH 121 the caliper per tree shall be increased from 3” to 4". The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 12.Consider approval of the Westhaven, Preliminary Plat, being a preliminary plat to permit the development of 297 residential lots and 37 common area lots on 93.8 acres of property located south of S.H. 121, approximately 450 feet west of Magnolia Park. Presentation: Marcie Diamond, Assistant Director of Planning, made a presentation to Council. A motion was made by Councilmember Marvin Franklin, seconded by Mayor Pro Tem Tim Brancheau, that this Agenda Item be approved sunbject to the following conditions: 1) On-street parking areas will be platted as X (common area) lots; 2) The Final Plat shall include the fee simple dedication of the hike and bike trail; 3) Resolution to the sanitary sewer issue; and 4) Approval of the Floodplain study (CLOMR). The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 13.Consider approval of the Ridgecrest Estates, Preliminary Plat, to allow 26 single-family lots and two (2) common area lots on 6.69 acres of property located at the northeast corner of East Sandy Lake Road and Lodge Street. Presentation: Marcie Diamond, Assistant Director of Planning, made a presentation to Council. 1) Matt Alexander, 5225 Village Creek Dr., representing the applicant, addressed Council. A motion was made by Councilmember Billy Faught, seconded by Councilmember Marvin Franklin, that this Agenda Item be approved subject to the following conditions: 1) During detail engineering plan review the drainage will also be further Page 6City of Coppell, Texas July 10, 2012City Council Minutes evaluated; 2) A tree removal permit will be required prior to the removal of any trees; and 3) Park Development fees in the amount of $1,285 will be assessed at the time of the Final Plat. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 14.Consider granting the Planning & Zoning Commission authority for final plat approval of Ridgecrest Estates, to allow 26 single-family lots and two (2) common area lots on 6.69 acres of property located at the northeast corner of East Sandy Lake Road and Lodge Street. Presentation: Marcie Diamond, Assistant Director of Planning, made a presentation to Council. A motion was made by Mayor Pro Tem Tim Brancheau, seconded by Councilmember Bob Mahalik, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 15.Consider approval of an Engineering Services contract with J. Volk Consulting, Inc. in the amount of $348,500.00 for the design of Mockingbird Lane and Whispering Hills Drive; as provided for by the ¼ Cent Sales Tax for Street Maintenance; and authorizing the City Manager to sign and execute all necessary documents. Presentation: Keith Marvin, Civil Engineer, made a presentation to Council. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 16.Consider approval of a License Agreement between the City of Coppell and Ronald D. Hinds and Jeanne Crandall to allow for the continued use of a portion of a sanitary sewer easement located at 965 Gibbs Crossing; and authorizing the City Manager to sign and execute any necessary documents. At this time, Councilmember Faught left the Council Chambers. Presentation: Ken Griffin, Director of Engineering, made a presentation to Council. Page 7City of Coppell, Texas July 10, 2012City Council Minutes 1) Ronald Hinds, 965 Gibbs Crossing, representing the homeowner, addressed Council. A motion was made by Mayor Pro Tem Tim Brancheau, seconded by Councilmember Marvin Franklin, that this Agenda Item be approved as written in the agreement by the City Attorney. The motion passed 4-2, with Councilmembers Mahalik and Mays voting against the motion. Mayor Pro Tem Tim Brancheau;Councilmember Gary Roden;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:4 - Councilmember Bob Mahalik and Councilmember Wes MaysNay:2 - 17.Consider approval of an ordinance of the City of Coppell amending the Code of Ordinances by adding Article 15-15 regulating the discharge of wastes into the municipal separate storm sewer system (MS4) and surface water within the City of Coppell by establishing a Storm Water Quality Management and Illicit Discharge Ordinance; and authorizing the Mayor to sign and execute any necessary documents. At this time, Councilmember Faught returned to the Council Chambers. Presentation: Mike Garza, Graduate Engineer, made a presentation to Council. A motion was made by Councilmember Gary Roden, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: ORD 2012-1312 18.PUBLIC HEARING: Consider approval of an Ordinance designating AD Amberpoint 300, LLC, Reinvestment Zone No. 71 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Bob Mahalik, to close the Public Hearing and approve the Agenda Item. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: ORD 2012-1313 Page 8City of Coppell, Texas July 10, 2012City Council Minutes 19.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and AD Amberpoint 300, LLC, and authorizing the Mayor to sign. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council. A motion was made by Councilmember Aaron Duncan, seconded by Councilmember Billy Faught, that this Resolution be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - Enactment No: 2012-0710.1 20.Consider approval of an Economic Development Agreement by and between the City of Coppell and Geoforce, Inc., and authorizing the Mayor to sign. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that this Agenda Item be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 21.Discuss and consider approving a Resolution to enter into an Interlocal Agreement with the City of Carrollton for deannexation of certain land and annexation of the same into the City of Coppell, Texas; and, authorizing the Mayor to sign said Resolution and Agreement. A motion was made by Councilmember Billy Faught, seconded by Councilmember Aaron Duncan, that this Resolution be approved. The motion passed by an unanimous vote. Mayor Pro Tem Tim Brancheau;Councilmember Bob Mahalik;Councilmember Wes Mays;Councilmember Gary Roden;Councilmember Billy Faught;Councilmember Marvin Franklin and Councilmember Aaron Duncan Aye:7 - 22.Discuss and consider approving a Resolution authorizing the City Manager and City Attorney to purchase or in lieu thereof, to acquire by eminent domain, real property located at 265 Parkway, Coppell, Texas; and, authorizing the Mayor to sign. Pulled City Manager Reports23. Page 9City of Coppell, Texas July 10, 2012City Council Minutes Project Updates and Future Agendas. Read and Filed City Manager Clay Phillips reminded Council that Budget Workshops will be held on July 17th and July 30th. Various Goals and Objectives will be coming forward in the upcoming meetings in August. Mr. Phillips announced that Old Coppell is continuing to proceed and the community is responding. Construction along Deforest Road continues. It is one way traffic, so people will be cited for not obeying traffic signs. The project on Sandy Lake Road is still on hold until the issue is resolved between Oncor and Mr. Keeping. Finally, Coppell made D Magazine's Top Suburbs. Public Service Announcements concerning items of community interest and no Council action or deliberation is permitted. 24. Nothing to report. At this time, Mayor Hunt recessed the Regular Session and reconvened into Executive Session at 11:09 p.m. Mayor Hunt adjourned Executive Session at 11:35 p.m. and convened into Work Session. Mayor Hunt adjourned Work Session at 11:44 p.m. and reconvened into the Regular Session. Necessary Action from Executive Session25. Nothing to report. Adjournment There being no further business to come before the City Council, the meeting was adjourned. ________________________ Karen Selbo Hunt, Mayor Page 10City of Coppell, Texas Date: July 24, 2012 From: Mindi Hurley, Economic Development Coordinator RE: D/FW International Airport Interlocal Agreement There are approximately 175 acres of land that fall within both the city limits of Coppell and the geographical boundaries of the D/FW International Airport. Before development can occur on that acreage, the City of Coppell must enter into an Interlocal Agreement with the D/FW International Airport Board, the City of Dallas and the City of Fort Worth. The Interlocal Agreement outlines the tax revenue sharing model that all cities that have land within the boundaries of D/FW International Airport must agree to before development can occur. D/FW International Airport is owned by the Board, the City of Dallas and the City of Fort Worth. The tax revenue sharing model states that all revenues generated on land within the geographical boundaries of the airport must be shared with the owner cities. Therefore, all revenues generated on airport land in Coppell will be split with one-third to Coppell and the remaining two-thirds to be shared by Dallas and Fort Worth in proportion to their respective ownership interest in the airport. After the Interlocal Agreement is signed by all parties, development can begin. Construction could start as early as the 4th quarter of 2012 depending on the activity in the market. Approximately 154 acres of the existing 175 acres is developable. On the 154 acres of developable land, the preliminary plans include industrial development on approximately 124 acres of land and mixed use/retail development on approx imately 30 acres of land. TM 56447 CITY OF COPPELL RESOLUTION NO. __________ A RESOLUTION BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN INTERLOCAL AGREEMENT BETWEEN THE DALLAS FORT WORTH INTERNATIONAL AIRPORT BOARD, CITY OF DALLAS, TEXAS, CITY OF FORTH WORTH, TEXAS, AND THE CITY OF COPPELL, TEXAS TO PROVIDE FOR THE APPORTIONMENT OF AD VALOREM TAXES, SALES TAX, HOTEL OCCUPANCY TAX AND COURT FINES FOR PROPERTY LOCATED WITHIN THE DALLAS FORT WORTH INTERNATIONAL AIRPORT AND THE CITY OF COPPELL, TEXAS; PROVIDING A REPEALING CLAUSE; PROVIDING AN EFFECTIVE DATE. WHEREAS, the Dallas International Airport Board has determined that it is in the best interest for the viability of the airport to cause construction within the airport boundaries ; and WHEREAS, a portion of such airport property which is within the ownership of the cities of Dallas and Fort Worth; and WHEREAS, such portion of the property lies within the corporate limits of the City of Coppell ; and WHEREAS, the respective governing bodies of each of the named parties hereto have determined that it is in the best interest for future development to provide for the apportionment of ad valorem tax, sales tax, hotel occupancy tax and court fines; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: Section 1. That the Interlocal Agreement by and between Dallas Fort Worth International Airport Board, City of Dallas, Texas, City of Fort Worth, Texas, and the City of Coppell, Texas, a copy of which is attached hereto and incorporated herein by reference as Exhibit “A,” is in all things hereby approved. Section 2. That the Mayor of the City of Coppell is authorized to execute said Agreement for the purposes recited therein. Page 2 TM 55379 Section 3. That should any word, phrase, paragraph, or section of this Resolution be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this Resolution as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Resolution as a whole. Section 4. That all provisions of the resolutions of the City of Coppell, Texas, in conflict with the provisions of this Resolution be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this Resolution shall remain in full force and effect. Section 5. That this Resolution shall take effect on and after its adoption by the City Council of the City of Coppell. PASSED AND APPROVED this _____ day of ______________, 2012. APPROVED: __________________________________ KAREN SELBO HUNT, MAYOR ATTEST: _________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: ___________________________________ ROBERT E. HAGER, CITY ATTORNEY (REH/mpm 7/17/12) Page 3 TM 55379 EHIBIT “A” Interlocal Agreement (to be attached) 1 INTERLOCAL AGREEMENT STATE OF TEXAS § COUNTIES OF DALLAS AND TARRANT § WHEREAS the Dallas/Fort Worth International Airport Board, a joint board of the Cities of Dallas, Texas and Fort Worth, Texas (hereinafter “the Board”), the City of Dallas, Texas (hereinafter “Dallas”), the City of Fort Worth, Texas (hereinafter “Fort Worth”) and the City of Coppell, Texas (hereinafter “Coppell”), desire to enter into this interlocal agreement for the sharing of Revenues as defined herein; WHEREAS Coppell desires to increase economic development and job creation opportunities for that portion of Coppell located within the geographical boundaries of the D/FW International Airport as it exists to date and/or as it may be expanded as permitted by law (the Property); and WHEREAS, in exchange for the Board, Dallas and Fort Worth encouraging and giving consideration to future economic development projects, Coppell is willing to share with Dallas and Fort Worth a portion of the Revenues generated on the Property; NOW, THEREFORE, for and in consideration of the mutual consideration, terms, and provisions contained herein, Dallas, Fort Worth, Coppell and the Board hereby enter into this Interlocal Agreement (hereinafter “Agreement”). I. For purposes of this Agreement, the following terms shall have the meanings set forth below: A. “The Property” shall mean that portion of Coppell located within the geographical boundaries of the D/FW International Airport (which is owned in fee simple by the Board, Dallas, and/or Fort Worth) as it exists to date and/or as it may be changed as permitted by law. B. “Revenues” shall be an amount equal to the sum of the following amounts collected, credited to and/or received by Coppell in any calendar year and which are generated on the Property: (i) the annual maintenance and operation portion of the ad valorem tax levy on real property and personal property, i.e. excluding the portion necessary for general obligation debt service; (ii) sales and use taxes (excluding those special sales tax levies dedicated for specific purposes, such as crime districts, ad valorem tax reduction, 4B Development Corporations, Transit Authorities and, except for hotel occupancy taxes covered by subsection (iii) hereof, other taxes and/or assessments collected and dedicated for specific purposes 2 authorized by law); (iii) hotel occupancy taxes authorized by Chapter 351 of the Texas Government Code; (iv) that portion of any utility franchise tax received from the Property; (v) municipal court revenues, including fines, fees and court costs resulting from citations written on the Property, excluding fees and costs which are required by state law to be dedicated to a specific fund and/or purpose or which are mandated by state law to be assessed as an administrative cost or collection fee; (vi) mixed beverage taxes; (vii) all taxes authorized in Chapters 334 and 335 of the Local Government Code, and (viii) all other general revenue tax levies, save and except such levies other than municipal hotel occupancy taxes which are dedicated and utilized for specific purposes or are replacing taxes dedicated and utilized for specific purposes under requirements of state law. II. For each year of this Agreement, Coppell agrees to share Revenues with Dallas and Fort Worth in the following percentages: one-third (1/3) to Coppell, and the remaining two- thirds (2/3) shall be shared by Dallas and Fort Worth in proportion to their respective ownership interest in the D/FW Airport. This Agreement does not, in any manner, create a guarantee to Dallas and Fort Worth that any particular amount will be received, credited to, or collected by Coppell. Only those funds actually collected shall be counted for the purpose of determining the amount of payment Coppell owes under this Agreement; and bad debts and/or insufficient fund instruments shall not be counted unless good funds are actually collected. Coppell agrees to diligently pursue, at its own expense, collection of any said bad debts or insufficient fund instruments to the full extent permitted by law. III. Coppell agrees that, with respect to all or any portion of the Property or any person, corporation, or entity using or occupying all or any portion of the Property, it will not grant, enter into, or authorize any tax abatement agreements, tax increment reinvestment zones (also known as “TIFs” or “TIRZs”), enterprise zones, public improvement districts, or any other special incentive plan pursuant to which (i) taxes that would be collected by Coppell but, in accordance with state law, are not required to be collected or (ii) taxes collected by Coppell are, in accordance with state law, required to be used for a specific purpose stipulated by such law, unless all Parties agree in writing in advance to such plan, as evidenced by duly adopted resolutions of the governing bodies of the parties hereto. If Coppell grants, enters into, or authorizes any economic development program grant pursuant to Chapter 380 of the Texas Local Government Code with respect to all or any portion of the Property or any person, corporation, or entity using or occupying all or any portion of the Property and the amount of any such grant is based, in whole or in part, on the receipt of certain taxes that are included within the definition of “Revenues” under this Agreement, such taxes shall nevertheless be payable to Dallas and Fort Worth in accordance with this Agreement unless all Parties 3 agree in writing in advance of Coppell’s authorization of the grant to exempt such taxes from that obligation, as evidenced by duly adopted resolutions of the governing bodies hereto. Coppell also agrees to levy and take all necessary action to collect all taxes, fees, etc. which would be applicable against all properties, persons, individuals and corporations affected by this Agreement. IV. This revenue sharing Agreement shall not be construed as affecting any Revenues of Coppell other than those Revenues generated on the Property. Revenues generated outside of the Property (including Revenues of Dallas and Fort Worth) shall not be considered when calculating Revenues under this Agreement. V. Nothing in this Agreement should be construed as altering, changing or amending, in any way, the tax status or exemptions for publicly owned property. Nothing in this Agreement shall be deemed to be a pledge of any specific tax or other revenues by Coppell, it being understood that any payments to be made by Coppell hereunder will be made from current revenues available for any municipal purpose. VI. This Agreement is designed to benefit all parties including Coppell, Dallas, Fort Worth, and the Board. More specifically, the Agreement is designed to more equitably distribute a portion of revenues amongst the three cities, while encouraging the further development and growth of D/FW International Airport. The Cities of Dallas and Fort Worth and the Board agree that as a result of this Agreement, development opportunities within the Property which are consistent with the development policies of the Board shall be encouraged. In an effort to encourage the growth and development of D/FW International Airport and because of the close proximity of Coppell’s utilities to developments that fall within the Property, Coppell shall permit tie-in and use of utilities by Board tenants for those developments that fall within the Property under similar terms and conditions as permitted for other properties within the City of Coppell. VII. The Board and the City of Coppell agree to consult with each other, on a regularly scheduled basis, as it relates to the types of development and the development criteria which will be permitted on the Property. The consultation shall be for the express purpose of complementing developments adjacent to the Property and coordinating uniformity in development criteria; however, all final development decisions shall be at the Board’s sole 4 discretion and nothing herein shall be construed as submitting the Property to the zoning authority of the City of Coppell. VIII. All parties agree to provide a vigorous defense of this Agreement in the event of litigation by a third party to challenge the validity or enforceability of this Agreement. The cost of such defense shall be apportioned based on the percentages specified in Section II hereof with respect to litigation concerning Revenues. In the event of any adverse judicial decision or any other reason the anticipated sharing of Revenues is not allowed, the parties agree to use their best efforts and cooperate with each other to enter into alternative arrangements to share revenues as contemplated herein. This section does not alter or diminish Coppell’s obligation in Section II to pay all the costs of collecting revenues. IX. The amount of Revenues generated in subsequent years shall be verified by the independent auditor of the City of Coppell with the cost of such verification being apportioned based on the percentages specified in Section II hereof with respect to Revenues. Dallas and Fort Worth, or their designated representatives, shall be entitled, no more frequently than annually, to audit Coppell’s records of Revenues. In an effort to aid in the audit and subsequent payment of Revenues defined herein, the Board agrees to place in all new leases of its Property as described in Section I(A) herein entered into after the date of this Agreement, a provision which requires airport tenants to divulge taxes paid on the Property and utility fees paid on the Property from which franchise taxes covered hereunder are calculated, and/or to permit access to such information as will identify those taxes and fees paid on the Property. Coppell agrees to pay Dallas and Fort Worth their respective shares of Revenues attributable to each calendar year by March 31st of the following calendar year, unless otherwise agreed in writing signed by all parties hereto. X. This Agreement shall be governed by the laws of the State of Texas and the applicable laws of the United States of America, and venue on any suit brought hereunder shall lie exclusively in Dallas or Tarrant County, Texas. XI. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof, and in lieu of each provision of this Agreement that is illegal, invalid, or unenforceable, there shall be added a 5 new provision to this Agreement as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and yet be legal, valid and enforceable, by means of good faith negotiation by the parties to this Agreement. XII. This Agreement shall be perpetual and may be terminated only by the mutual written agreement of all the parties hereto. XIII. This Agreement shall become effective between the parties hereto on the day of its approval by all of the City Councils of Dallas, Fort Worth and Coppell and by the Board and shall continue in effect until it has been terminated according to this Agreement. XIV. This Agreement may be amended or modified only by the mutual agreement of all the parties hereto, in writing, to be attached to and incorporated into this Agreement. XV. This Agreement contains all commitments and agreements of all the parties, and oral or written commitments not contained herein shall have no force or effect to alter any term or condition of this Agreement. XVI. This Agreement shall be executed by the duly authorized official(s) of the parties as expressed in the approving resolutions or orders of the governing bodies of each such party, copy of which are attached hereto. XVII. In the event that the Board, Dallas and Fort Worth enter into a future agreement with another jurisdiction located within the geographical boundaries of the D/FW International Airport as it now exists and/or it may be changed for the sharing of Revenues, and that agreement provides that such jurisdiction shall retain a larger percentage of Revenues than that retained by Coppell pursuant to this Agreement, then in such event this Agreement shall be amended effective as of the date of such future agreement to provide for Coppell’s 6 retention of the same percentage of future Revenues hereunder. Coppell acknowledges that the current lack of sharing of hotel occupancy taxes from other municipalities with taxing authority on the airport does not violate this section of the Agreement or otherwise constitute a basis for Coppell to void the tax sharing obligation created by this Agreement; provided, however, that Board hereby commits not to build new hotels or lease ground for new hotels within Irving, or within any part of Grapevine that is separated from the airport passenger terminal buildings by a controlled access highway, unless the municipal taxing jurisdiction agrees to share hotel occupancy taxes in the same proportions as agreed in this Agreement. XVIII. This Agreement shall constitute Coppell’s consent to retail development within the Property pursuant to Texas Transportation Code Section 22.090. EXECUTED on the dates set forth below. THE CITY OF COPPELL, TEXAS By: Approved as to form: Karen Hunt, Mayor Date: Coppell City Attorney Attested: Coppell City Secretary THE CITY OF DALLAS, TEXAS By: Approved as to form: Mary Suhm, City Manager Date: Dallas City Attorney Attested: Dallas City Secretary 7 THE CITY OF FORT WORTH, TEXAS By: Approved as to form: Tom Higgins, City Manager Date: Fort Worth City Attorney Attested: Fort Worth City Secretary THE DALLAS/FORT WORTH INTERNATIONAL AIRPORT BOARD By: Approved as to form: Jeffrey P. Fegan, Chief Executive Officer Date: DFW Airport General Counsel Attested: DFW Airport Board Secretary Date: July 24, 2012 From: Mindi Hurley, Economic Development Coordinator RE: Façade Grant – West Bethel Properties LLC City Council adopted the Old Town Coppell Incentive Policy in 2007. One of the potential incentives available to businesses in Old Town Coppell is the façade grant. The façade grant is designed to aid in the rehabilitation and restoration of the exterior facades of existing property in Old Town Coppell. Approved projects will be awarded an amount equal to 50% of the actual costs to renovate the exterior façade with a maximum reimbursement of $25,000 per structure. Construction plans must be submitted prior to the start of the project along with bids for the improvements. All plans must also be reviewed and approved by the Planning Department to ensure that the improvements meet the standards for construction stated within the Historic District of the Zoning Ordinance, the Old Coppell Design Guidelines and all other applicable codes. West Bethel Properties LLC applied for and received approximately $6,000 in 2010 for Phase I of a façade grant for Michael’s Wood Floors. They have now submitted an application for Phase II of their façade grant. Phase II will include the construction of a canopy and the addition of replica historic gas pumps. The Planning Department has reviewed and approved the proposed renovations to the building. The actual reimbursement for Phase II will not be issued until the work is completed and invoices are submitted to the City. The grant will be for 50% of actual costs but will not exceed $10,000. Michael’s Wood Floors is located at 440 W. Bethel Road. Page 1 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) STATE OF TEXAS § § ECONOMIC DEVELOPMENT AGREEMENT COUNTY OF DALLAS § This Economic Development Agreement (“Agreement”) is made by and between the City of Coppell, Texas (“City”) and West Bethel Properties, LLC, a Texas limited liability company (“Company”), acting by and through their respective authorized officers. WITNESSETH: WHEREAS, Company is the owner of the retail space located at 440 W. Bethel Road, Coppell, Texas (the “Improvements”); and currently leases the Improvements for retail businesses; and WHEREAS, Company has advised the City that a contributing factor that would induce Company to make certain improvements to the exterior facade of the Improvements would be an agreement by the City to provide an economic development grant to Company to defray a portion of the costs to design and construct the Facade Improvements (hereinafter defined); and WHEREAS, the City has adopted programs for promoting economic development; and WHEREAS, the City desires to encourage business expansions within the City that will add property tax base and generate additional sales tax and other revenue for the City; and WHEREAS, promoting the expansion of existing businesses within the City will promote economic development, stimulate commercial activity, generate additional sales tax and will enhance the property tax base and economic vitality of the City; and WHEREAS, the City has adopted programs for promoting economic development, and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs; and WHEREAS, the City is authorized by Article III, Section 52-a of the Texas Constitution and Texas Local Government Code Chapter 380 to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to Company in accordance with this Agreement will further the objectives of the City, will benefit the City and the City’s inhabitants and will promote local economic development and stimulate business and commercial activity in the City. NOW THEREFORE, in consideration of the foregoing, and other consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Page 2 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of Company’s existence, insolvency, employment of receiver for any part of Company’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 proceedings under any bankruptcy or insolvency laws by or against Company and such proceedings are not dismissed within ninety (90) days after the filing thereof. “City” shall mean the City of Coppell, Dallas County, Texas. “Commencement of Construction shall mean that: (i) the plans have been prepared and all approvals thereof required by applicable governmental authorities have been obtained for construction of the Facade Improvements; (ii) all necessary permits for the construction of the Facade Improvements pursuant to the respective plans therefore have been issued by all the applicable governmental authorities; and (iii) construction of the Facade Improvements has commenced. “Company” shall mean West Bethel Properties, LLC, a Texas limited liability company. “Completion of Construction” shall mean that: (i) substantial completion of the Facade Improvements has occurred; and (ii) the City has conducted a final inspection of the Facade Improvements. “Effective Date” shall mean the last date of execution hereof. “Expiration Date” shall mean the second (2nd) anniversary date of the Effective Date. “Facade Grant” shall mean an economic development grant in an amount equal to fifty percent (50%) of the actual costs incurred and paid b y the Company for the Facade Improvements in accordance with plans approved by the City, not to exceed $10,000. “Facade Improvements” shall mean the renovation of the exterior facade of the Improvements in accordance with plans approved by the City, including adding a canopy to the front of the building. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental action (unless Page 3 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) caused by acts of omissions of the party), fires, explosions or floods, strikes, slowdowns or work stoppages, but may not impact any payments to be made hereunder. “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 Company with respect to the Improvements or any property or any business owned by Company within the City. “Improvements” shall mean the retail space located at 440 W. Bethel Road, Coppell, Texas. “Payment Request” shall mean a written request from Company to City for payment of the Facade Grant accompanied by the accompanied by invoices, receipts and other evidence of the costs incurred and paid by the Company for the Facade Improvements and such other information, as may be reasonably be requested by the City. “Related Agreement” shall mean any agreement (other than this Agreement) by and between the City and the Company, or any of its affiliated or related entities. “Required Use” shall mean the continuous occupancy and use of the Improvements for a retail business open to the public and serving the citizens of the City. Article II Term The term of this Agreement shall begin on the Effective Date and continue until t he Expiration Date, unless sooner terminated as provided herein. Article III Facade Improvements 3.1 Facade Improvements. The Company shall, subject to events of Force Majeure, cause Commencement of Construction of the Facade Improvements to occur within ninety (90) days after the City approval of the plans for the Facade Improvements, and subject to events of Force Majeure to cause Completion of Construction to occur within 12 months thereafter. 3.2 Design and Construction Standards. The Company shall design and construct the Facade Improvements in accordance with plans approved by the City and in accordance with the Historic District of the Comprehensive Zoning Ordinance of the City, Old Coppell Design Guidelines and other applicable local codes. Page 4 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) Article IV Economic Development Grant 4.1 Subject to the obligation of the Company to repay the Grant pursuant to Section 5.2 hereof and the continued satisfaction of all the terms and conditions of this Agreement by the Company, the City agrees to provide the Company with the Facade Grant to be paid within thirty (30) days after City receipt of the Payment Request following Completion of Construction of the Facade Improvements. 4.2 The Facade Grant made hereunder shall be provided solely from lawful available funds. The City shall have no obligation or liability to pay any portion of the Facade Grant unless City appropriates funds to make such payment during the budget year in which the payment of the Facade Grant is due. The City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by Company. None of the obligations of the City under this Agreement shall be pledged or otherwise encumbered in favor of any commercial lender and/or similar financial institution without the prior written consent of the City. Article V Conditions to Economic Development Grant The obligation of the City to pay the Grant shall be conditioned upon the compliance and satisfaction by Company of the terms and conditions of this Agreement and each of the following conditions. 5.1 Payment Request. Company shall, as a condition precedent to the payment of the Facade Grant, provide the City with the applicable Payment Request. 5.2 Good Standing. Company shall not have an uncured breach or default of this Agreement, or a Related Agreement. 5.3 Required Use. During the term of this Agreement following the Effective Date and continuing thereafter until the Expiration Date, the Improvements shall not be used for any purpose other than the Required Use and the operation and occupancy of the Improvements in conformance with the Required Use shall not cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure. Article VI Termination; Repayment 6.1 Termination. This Agreement shall terminate upon any one of the following: (a) by mutual written agreement of the parties; (b) on the Expiration Date; Page 5 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) (c) by either party, if the other party defaults or breaches any of the terms or conditions of this Agreement, or a Related Agreement, and such default or breach is not cured within thirty (30) days after written notice thereof; (d) by City, if Company suffers an event of Bankruptcy or Insolvency; (e) by City, if any Impositions owed to the City or the State of Texas by Company shall have become delinquent (provided, however Company retains the right to timely and properly protest and contest any such Impositions); or (f) by either party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable. 6.2. Repayment. In the event the Agreement is terminated by the City pursuant to Section 5.1(c), (d), (e), or (f), the Company shall immediately repay to the City an amount equal to the Grant previously paid by the City to Company immediately preceding the date of such termination, plus interest at the rate of interest periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by the City) as its prime or base commercial lending rate, from the date on which the Grant is paid by the City until such Grant is refunded by the Company. The repayment obligation of Company set forth in this section 5.2 hereof shall survive term ination. 6.3 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Company, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise, and regardless of whether or not the debt due the City has been reduced to judgment by a court. Article VII Miscellaneous 7.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the parties hereto. 7.2 Limitation on Liability. It is understood and agreed between the parties that the Company and City, in satisfying the conditions of this Agreement, have acted independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. The Company agrees to indemnify and hold harmless the City from all such claims, suits, and causes of actions, liabilities and expenses, including reasonable attorney’s fees, of any nature whatsoever by a third party arising out of the Company’s performance of the conditions under this Agreement. Page 6 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) 7.3 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 between the parties. 7.4 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered: If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Lincoln Plaza 500 N. Akard Dallas, Texas 75201 If intended for Company, to: Attn: Greg Frnka, AIA West Bethel Properties, LLC 440 W. Bethel Road Coppell, Texas 75019 7.5 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. 7.6 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 7.7 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction of said court. 7.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 7.9 Entire Agreement. This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporary agreements between the parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the parties to be attached to and made a part of this Agreement. Page 7 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) 7.10 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 7.11 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 7.12 Amendment. This Agreement may only be amended by the mutual written agreement of the parties. 7.13 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. 7.14 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Company without the prior written consent of the City Manager, which consent shall not be unreasonably withheld, conditioned or delayed. 7.15 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) 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. 7.16 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 Façade Grant, and any other funds received by the Company from the City as of the date of such violation within 120 days after the date the Company is notified by the City of such violation, plus interest at the rate of 6% compounded annually from the date of violation until paid. (Signature page to follow) Page 8 Economic Development Grant (Façade Grant-Phase II) City of Coppell and West Bethel Properties, LLC (#56406) EXECUTED on this ______ day of ___________________, 2012. CITY OF COPPELL By: Karen Selbo Hunt, Mayor EXECUTED on this _____ day of ____________________, 2012. WEST BETHEL PROPERTIES, LLC By: Greg Frnka, AIA Title: MEMORANDUM TO: Coppell City Council FROM: Mario Canizares, Deputy City Manager DATE: July 20, 2012 SUBJECT: Employee Health Insurance (Stop Loss Carrier & Third Party Administrator) Requests for proposals have been received regarding the stop loss carrier and third party administrative services for the employee health insurance. City staff and its insurance consultant have been in ongoing negotiations to determine the cost and vendor for the next fiscal year. At the time of posting the July 24th City Council agenda these key components had not been determined. We are hopeful that the negotiations will be completed prior to the Council meeting and staff will be fully prepared to present further details at that time. If the price and vendor is not determined by next Tuesday then we may be withdrawing the item for consideration. 2012 Committee and Board Meeting Dates Revised 03/27/2012 2012 DFW AIRPORT COMMITTEE AND BOARD MEETING SCHEDULE Please check the DFW Airport website at: http://www.dfwairport.com/apps/board/v1/index.php where agendas for Committee and Board Meetings are posted on the Friday preceding the Committee Meetings. *Board Meetings are typically held on the first Thursday of each month and start at 8:30 a.m. Please check the website prior to the meetings for changes. Committee Meetings Tuesday Board Meeting *8:30 A.M. Thursday January 3, 2012 January 5, 2012 January 31, 2012 Friday February 3, 2012 2:30 p.m. February 28, 2012 March 1, 2012 April 3, 2012 April 5, 2012 May 1, 2012 May 3, 2012 June 5, 2012 June 7, 2012 July 10, 2012 July 12, 2012 July 31, 2012 August 2, 2012 September 4, 2012 September 6, 2012 October 9, 2012 October 11, 2012 October 30, 2012 November 1, 2012 December 4, 2012 December 6, 2012 Name _________________________________________ COUNCIL COMMITTEE PREFERENCES Please place a 1, 2, 3, etc. in the blanks indicating your preference of Committees on which to serve. C/FBISD/LISD Liaison _________________ CISD Liaison _________________ Coppell Seniors _________________ Dallas Regional Mobility Coalition __________________ International Council for Local Environmental Initiatives __________________ Metrocrest Hospital Authority __________________ Metrocrest Medical Services __________________ Metrocrest Medical Foundation __________________ Metrocrest Social Service Center __________________ North Texas Council of Governments __________________ North Texas Commission __________________ Senior Adult Services __________________