CP 2013-09-24City Council
City of Coppell, Texas
Meeting Agenda
255 Parkway Boulevard
Coppell, Texas
75019-9478
Council Chambers6:00 PMTuesday, September 24, 2013
KAREN HUNT BILLY FAUGHT
Mayor Mayor Pro Tem
TIM BRANCHEAU BOB MAHALIK
Place 1 Place 2
WES MAYS GARY RODEN
Place 3 Place 4
MARVIN FRANKLIN AARON DUNCAN
Place 6 Place 7
CLAY PHILLIPS
City Manager
Also present were Deputy City Manager Mike Land, City Secretary Christel Pettinos and City
Attorney Robert Hager.
The City Council of the City of Coppell met in Regular Called Session on Tuesday, September
24, 2013, at 6:00 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard,
Coppell, Texas.
1.Call to Order
2.Work Session (Open to the Public) 1st Floor Conference Room
A.Boards and Commission Update.
B.Discussion regarding Economic Development Incentives.
C.Presentation of Old Coppell Marketing Plan.
D.Discussion regarding the Subdivision Ordinance.
E.Status update on the 2012 International Building Codes.
F.Discussion of Agenda Items.
Economic Development Incentives Memo 2013.pdf
Economic Development Incentive Policy and Application.pdf
Subdivision Ordinance Memo.pdf
Building Inspections - Codes Update Memo.pdf
Attachments:
Page 1 City of Coppell, Texas Printed on 12/28/2017
September 24, 2013City Council Meeting Agenda
Regular Session
3.Invocation 7:30 p.m.
4.Pledge of Allegiance
5.Report by the Coppell Farmers Market.
6.Report by Keep Coppell Beautiful.
7.Consider approval of a proclamation proclaiming “National Night Out” on
Tuesday, October 1, 2013, and providing City Council Support and
endorsement of National Night Out festivities and authorizing the Mayor to
sign.
NNO Proclamation memo 2013.pdf
NNO Proclamation 2013.pdf
Attachments:
8.Citizens’ Appearance
9.Consent Agenda
A.Consider approval of minutes: September 10, 2013.
Minutes.pdfAttachments:
B.Consider approval of a resolution authorizing the William T. Cozby Public
Library to donate surplus books and circulation materials to the Friends of
the Coppell Public Library, a non-profit organization, that will resell the
items as a fundraiser to support the public library and providing an effective
date; and authorizing the Mayor to sign.
Friends of Library Resolution.pdf
Staff Memo - Friends Resolution.pdf
Attachments:
C.Consider approval of a contract for the renewal of the Dallas County Health
Services Interlocal Agreement, effective October 1, 2013 through
September 30, 2014, in the amount of $3,131.00; and authorizing the
Mayor to sign and execute any necessary documents.
Memo.pdf
Interlocal Agreement.pdf
Attachments:
End of Consent Agenda
10.Consider approval of an Ordinance designating Coppell Restaurant Group,
LP., Reinvestment Zone No. 83 pursuant to Section 312.201 of the
Property Redevelopment and Tax Abatement Act, and authorizing the
Mayor to sign.
Page 2 City of Coppell, Texas Printed on 12/28/2017
September 24, 2013City Council Meeting Agenda
PH and Ordinance Memo.pdf
Public Hearing Notice.pdf
Ordinance.pdf
Attachments:
11.Consider approval of a Resolution approving a Tax Abatement Agreement
between the City of Coppell and Coppell Restaurant Group, LP, and
authorizing the Mayor to sign.
Resolution Memo.pdf
Resolution.pdf
Tax Abatement Agreement .pdf
Attachments:
12.Consider approval of an Economic Development Agreement by and
between the City of Coppell and Coppell Restaurant Group, LP, and
authorizing the Mayor to sign.
Economic Development Agreement Memo.pdf
Economic Development Agreement.pdf
Attachments:
13.Consider approval of an Agreement with Active Network for products and
services related to the upgrade, maintenance and continued support for
Recreation Registration Licensed Software, and authorizing the City
Manager to sign.
Memo.pdf
Agreement.pdf
Attachments:
14.City Manager Reports
Project Updates and Future Agendas.
15.Mayor and Council Reports
A.Report by Mayor Hunt regarding the Plaza Music Series.
B.Report by Councilmember Mays regarding the TML Regional Meeting.
16.Council Committee Reports concerning items of community involvement with no
Council action or deliberation permitted.
17.Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
18.Necessary Action from Executive Session
Adjournment
________________________
Karen Selbo Hunt, Mayor
Page 3 City of Coppell, Texas Printed on 12/28/2017
September 24, 2013City Council Meeting Agenda
ATTEST:
______________________________
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 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1275
File ID: Type: Status: 2013-1275 Agenda Item Work Session
1Version: Reference: In Control: Administration
09/16/2013File Created:
09/24/2013Final Action: Work SessionFile Name:
Title: A.Boards and Commission Update.
B.Discussion regarding Economic Development
Incentives.
C.Presentation of Old Coppell Marketing Plan.
D.Discussion regarding the Subdivision Ordinance.
E.Status update on the 2012 International Building Codes.
F.Discussion of Agenda Items.
Notes:
Agenda Date: 09/24/2013
Agenda Number:
Sponsors: Enactment Date:
Economic Development Incentives Memo 2013.pdf,
Economic Development Incentive Policy and
Application.pdf, Subdivision Ordinance Memo.pdf,
Building Inspections - Codes Update Memo.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/24/2013City Council
Text of Legislative File 2013-1275
Title
A.Boards and Commission Update.
B.Discussion regarding Economic Development Incentives.
C.Presentation of Old Coppell Marketing Plan.
D.Discussion regarding the Subdivision Ordinance.
E.Status update on the 2012 International Building Codes.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1275)
F.Discussion of Agenda Items.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Clay Phillips, City Manager
Date: September 24, 2013
Reference: Work Session: Discussion regarding Economic Development Incentives.
2030: Business Prosperity
Introduction:
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. Now, the community and the competition have changed, and there is a need to revise the
incentives offered in order to stay relevant.
Analysis:
The Economic Development Committee has created an Economic Development Incentive Policy &
Application that will be required for all projects seeking incentives. The committee has also created
an expanded list of economic incentives and guidelines that will be followed to award incentives.
The new incentives include programs for neighborhood commercial properties, locally-owned
businesses, Old Town Coppell properties, façade grants throughout the City, tax abatements and
sales tax rebates. The committee believes their recommendations will help Coppell remain
competitive in the region.
Recommendation:
Economic Development recommends approval.
ECONOMIC DEVELOPMENT INCENTIVE POLICY &
APPLICATION
City of Coppell
Economic Development
255 Parkway Boulevard
Phone: (972) 304-3677 Date:_________________________
Information may be submitted on this form using extra pages where necessary or submitted as a separat e
application document addressing the matters listed herein.
Applications must be filed with the Office of Economic Development. No project currently under
construction or completed will receive consideration for any type of incentive. Incentives will be
considered for projects as an inducement to locate in Coppell; therefore, the application must be
submitted prior to any location decision being made.
NAME OF APPLICANT:
Name ____________________________________________________________________________
Company ________________________________________________________________________
Address _________________________________________________________________________
City, State, Zip ___________________________________________________________________
Telephone Number ________________________________________________________________
E-Mail _________________________________________________________________________
APPLICANT’S REPRESENTATIVE:
Name ___________________________________________________________________________
Company ________________________________________________________________________
Address _________________________________________________________________________
City, State, Zip ___________________________________________________________________
Telephone Number ________________________________________________________________
E-Mail _______________________________________________________________________
GENERAL PURPOSE AND OBJECTIVES OF INCENTIVES:
The City of Coppell is committed to promoting economic growth, quality development and the ongoing
improvement in the quality of life for all Coppell citizens. To help meet these objectives, the City of
Coppell will, on a case-by-case basis, give consideration to provide economic incentives as a stimulus for
quality economic development in the City including business attraction, retention, expansion and
redevelopment. The purpose of such incentives is to encourage development from those companies that
enhance the overall economic strength of the Coppell economy through the creation of a broader tax base,
revitalization to distressed areas and/or quality jobs for Coppell citizens. Equally, the purpose is to attract
and/or retain those companies that will become good corporate citizens, meeting the goals and objectives
of the City of Coppell.
OBLIGATION:
Nothing herein shall imply or suggest that the City of Coppell is under any obligation to provide
economic incentives to any applicant. All incentives are subject to availability of funding.
TYPES OF INCENTIVES:
The City of Coppell can offer the following types of incentives:
Chapter 312 Tax Abatements – Qualifying companies can receive tax abatements for both new
and expanding facilities. The abatement only applies to any new and/or improved value for both
real and business personal property. The cost of land, the value of supplies and the value of
inventory cannot be included in computing the amount of taxable value for the property.
Chapter 380 Economic Development Grants – Economic Development grants can be considered
on a case-by-case basis for a variety of purposes including, but not limited to, façade grants, sales
tax rebates, employee relocation assistance and redevelopment. Grants will be issued utilizing
Chapter 380 of the Texas Local Government Code.
Fee Waivers – A maximum of a 50% waiver of Roadway Impact Fees and Building Permit Fees
can be granted on a case-by-case basis.
Freeport Tax Exemption – Coppell is a Triple Freeport Community with the City, Dallas County
and Coppell Independent School District offering Freeport tax exemption. Freeport tax
exemption allows taxing authorities to exempt taxes on goods that are detained in the State of
Texas for purposes of assembling, storing, manufacturing, processing or fabricating by the
company that acquired or imported the property. To qualify for the exemption, the goods must be
transported out of the State of Texas no later than 175 days after the date that the property was
acquired or imported.
Expedited Permitting – The City has implemented an expedited permitting process for those
tenant finish-out projects that are designated as economic development opportunities for the City.
The expedited process allows the tenant to sign a “Hold Harmless” waiver after building plans
have been submitted in order to begin construction while the building official conducts a full plan
review.
Foreign Trade Zones – The City of Coppell will give consideration to issuing a letter of support
for FTZ status. If the City approves a letter, the City will work with Coppell Independent School
District for the same letter of support from that taxing jurisdiction.
CRITERIA:
Each application will be reviewed on a case-by-case basis taking into consideration the project’s fiscal
impact, community impact and employment impact to the City of Coppell. The City desires to diversify
the tax base and to provide unique offerings to all Coppell residents. The applicant must provide a
written narrative detailing how a development/project meets the specified criteria. Recommendations for
incentives will be based upon evaluation of the following:
1. Please describe the project being considered for incentives (i.e. shell building, build-to-suit, tenant
lease, redevelopment, expansion, etc.) and the proposed use (i.e. industrial, office, retail, mixed-
use):
2. What is the address and/or legal description of the property for the proposed project?
3. What is the estimated value of land and approximate acreage of the property?
4. Is this an existing Coppell business? If so, where is the company currently located? If this is a
relocation, what is the reason for the move?
5. If the business is new to Coppell, will the Coppell location be a start-up, new location, or
relocation? If a relocation, where is the company currently located?
6. Is this a branch facility or a headquarters location?
7. What is the estimated taxable value of the real property (excluding land)?
8. What is the estimated value of the FF&E (furniture, fixtures and equipment)?
9. What is the square footage for the project/tenant lease?
10. Describe the type of product the proposed company produces. Are any hazardous
materials involved?
11. Will the applicant be the owner or lessee? If lessee, what is the duration of the lease being
considered?
12. What is the projected number and average salary of full-time employees at the proposed facility?
13. Are the jobs likely to be filled by Coppell’s labor force? If not, what is the estimated number of
employees that would possibly relocate their residence to Coppell?
14. What is the estimated value of the end-of-year inventory and percentage subject to Triple Freeport
Exemption?
15. What is the estimated amount of total annual sales that will be subject to State Sales & Use Tax and
sourced to Coppell?
16. What will be the hours of operation?
17. What is the location of the corporate headquarters? Are there any existing facilities in the Dallas-
Fort Worth area?
18. What types and values of public improvements, if any, will be made by the applicant?
19. Does or can the project meet all relevant zoning, subdivision and other legal requirements?
20. Is the project consistent with the comprehensive plan of the City?
21. What other cities are being considered for this project?
22. Will this company generate hotel room nights? If so, what is the average annual estimate?
23. Is the company locally owned?
A project submitted for tax incentives shall be subject to fiscal impact analysis to determine
whether or not the services required for the facility will exceed the amount of taxes generated if
an incentive was provided. No tax incentive will be offered to a project that generates
negative costs to the City.
SUBMITTAL GUIDELINES:
Applicant should submit to the Office of Economic Development the following:
1. A completed application form addressing the criteria and guidelines listed on the
previous pages.
2. A legal description of the property (if a portion of a larger platted piece of
property, a separate legal description for the subject area is required).
3. A plat showing the precise location of the property
.
Applications must be submitted to:
City of Coppell
Attn: Mindi Hurley, Economic Development Coordinator
255 Parkway Blvd.
Coppell, TX 75019
mhurley@coppelltx.gov
To discuss all potential incentives, please contact Mindi Hurley at (972) 304-3677 or
mhurley@coppelltx.gov.
* All incentive packages are subject to final approval by City Council. Should the terms of the tax
incentive agreement subsequently not be satisfied, the tax incentive shall be null and void and all
incentives will immediately become due and payable to the City of Coppell. Provisions to this effect will
be incorporated into the agreement.
1
MEMORANDUM
To: Mayor and City Council
From: Ken Griffin, P.E., Director of Engineering and Public Works
Date: September 24, 2013
Reference: Work Session discussion on the Subdivision Ordinance revision.
2030: Sustainable City Government, Goal 3
Excellent and Well-maintained City Infrastructure and Facilities
Introduction:
The current subdivision ordinance was approved in 1994. There have been some minor revisions
and additions to this ordinance over the past 20 years. There are many practices and regulations
that have changed over the course of 20 years that need to be incorporated into a new subdivision
ordinance. We have hired Creative Engineering Solutions (CES) to help us update the subdivision
ordinance. One of the things that will be changed is the look and the organization of the ordinance.
We want to make the subdivision ordinance seem somewhat inviting, visually appealing and easy to
read. We currently have a rough draft of the planning departments section with the goal to make
the platting process less time consuming and more user/developer friendly, as allowed by State Law
(Local Government Code). These are a couple of examples of those changes:
o Planning and Zoning Commission to be designated as the “governing body which
has the authority to approve plats” including:
Replats and
Residential Replats, (which require Public Hearings),
Preliminary Plats and
Final Plats.
o The Planning Director may also approve various Minor Plats and Amending Plats
that meet certain criteria.
These plats may also be brought to P&Z for consideration with a rezoning
and/or site plan approval if appropriate.
o Evaluating the potential to eliminate or revise the requirements for utility company
notifications and signatures.
Require that Final Plats not be filed for record with the county until the infrastructure is in place to
assure that all necessary easements have be provided, in the correct location
2
We are also working on updating the engineering portion of the ordinance. Some of these changes
will include roadway design guidelines and utility requirement updates. We anticipate the
ordinance to come before you for approval before the end of this calendar year.
Analysis:
Legal Review:
There will be legal review once the ordinance is complete.
Fiscal Impact:
Recommendation:
1
MEMORANDUM
To: Mayor and City Council
From: Michael Arellano, Chief Building Official
Date: September 24, 2013
Reference: Work Session discussion on the adoption of the 2012 International Building Codes
2030: Special Place to Live, Goal 2
Beautiful Green City
Introduction:
This item is presented to provide a status update for the future adoption of the 2012 International
Building Codes (IBC). If adopted at a later date, local amendments to the codes previously adopted
by the city for the 2009 IBC would also be included.
Analysis:
Legal Review:
Fiscal Impact:
Recommendation:
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1282
File ID: Type: Status: 2013-1282 Presentation Board Reports
1Version: Reference: In Control: City Secretary
09/17/2013File Created:
09/24/2013Final Action: Farmers Market ReportFile Name:
Title: Report by the Coppell Farmers Market.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 5.
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/24/2013City Council
Karen Pearsall gave the Farmers Market's annual State of the Market Address. Action Text:
Text of Legislative File 2013-1282
Title
Report by the Coppell Farmers Market.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1282)
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1281
File ID: Type: Status: 2013-1281 Presentation Board Reports
1Version: Reference: In Control: City Secretary
09/17/2013File Created:
09/24/2013Final Action: KCB ReportFile Name:
Title: Report by Keep Coppell Beautiful.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 6.
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/24/2013City Council
Shawn Wetson, Chair, gave the board's semi-annual report. Action Text:
Text of Legislative File 2013-1281
Title
Report by Keep Coppell Beautiful.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1281)
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1270
File ID: Type: Status: 2013-1270 Agenda Item Passed
1Version: Reference: In Control: Police
09/13/2013File Created:
09/24/2013Final Action: National Night Out October 1, 2013File Name:
Title: Consider approval of a proclamation proclaiming “National Night Out” on
Tuesday, October 1, 2013, and providing City Council Support and
endorsement of National Night Out festivities and authorizing the Mayor to
sign.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 7.
Sponsors: Enactment Date:
NNO Proclamation memo 2013.pdf, NNO
Proclamation 2013.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved09/24/2013City Council
Mayor Hunt read the proclamation into the record and presented the same to Deputy Chief Chris
Aulbaugh, Officers Harr and Dirks and the National Night Out Knight.
A motion was made by Councilmember Wes Mays, seconded by Councilmember Aaron Duncan,
that this Agenda Item be approved. The motion passed 6-0 with Councilmember Tim Brancheau
absent.
Action Text:
Mayor Pro Tem Billy Faught, Councilmember Bob Mahalik,
Councilmember Wes Mays, Councilmember Gary Roden,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1270
Title
Consider approval of a proclamation proclaiming “National Night Out” on Tuesday, October 1,
2013, and providing City Council Support and endorsement of National Night Out festivities and
authorizing the Mayor to sign.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1270)
Summary
Fiscal Impact:
Staff Recommendation:
Staff recommends approval
Goal Icon:
Community Wellness and Enrichment
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Mac Tristan, Chief of Police
Date: September 10, 2013
Reference: Proclamation proclaiming “National Night Out” on Tuesday, October 1, 2013,
and providing City Council Support and endorsement of National Night Out
festivities and authorizing the Mayor to sign.
2030: Coppell 2030, Healthy Neighborhoods
Introduction:
On Tuesday, October 1st, neighborhoods throughout Coppell are being invited to join forces with
thousands of communities nationwide for the “30th Annual National Night Out” crime and drug
prevention event. National Night Out, which is sponsored by the National Association of Town
Watch and co-sponsored locally by the Coppell Police Department, will involve over 15,000
communities from all 50 states. In all, over 37 million people are expected to participate in
America’s Night Out Against Crime’ on Oct. 1st, all with the purpose of promoting involvement in
crime prevention activities, police-community partnerships, neighborhood camaraderie and to send
a message to criminals letting them know that neighborhoods are organized and fighting back.
From 6:00 to 10:00 p.m. on October 1st, residents in neighborhoods throughout Coppell will be
hosting a variety of special events to show their support of the National Night Out crime prevention
event.
Analysis:
N/A
Fiscal Impact:
There is no fiscal impact of the Proclamation.
Legal Review:
N/A.
Recommendation:
Staff recommends that the City Council approve the proclamation supporting National Night Out in
Coppell, encourage all residents to participate and authorize the Mayor to sign.
Proclamation
WHEREAS, The National Association of Town Watch is sponsoring the 30th Annual
edition of an important nationwide crime and drug prevention event on October 1st, 2013, called
“National Night Out;” and
WHEREAS, The “30th Annual National Night Out” provides a unique opportunity for
Coppell, Texas to join forces with thousands of other communities across the country in
promoting cooperative police and community drug prevention efforts; and
WHEREAS, The City of Coppell is celebrating the 22nd Anniversary of participating in
this great crime prevention program; and
WHEREAS, It is essential that all citizens of Coppell, Texas be aware of the importance
of crime prevention programs and the impact that their participation can have on reducing crime,
drugs, and violence in Coppell, Texas; and
WHEREAS, Police-Community partnerships, neighborhood awareness and safety, and
cooperation are important themes of the “National Night Out” program; and
WHEREAS, Neighborhood Crime Watch plays a vital part in assisting the Coppell
Police Department through joint crime prevention efforts in Coppell.
NOW, THEREFORE, I, Karen Hunt, Mayor of the City of Coppell, do hereby proclaim
Tuesday October 1st, 2013 as
“National Night Out”
In the City of Coppell, Dallas County, Texas.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of
Coppell to be affixed this ___________ day of September 2013.
____________________________________
Karen Selbo Hunt, Mayor
ATTEST:
____________________________________
Christel Pettinos, City Secretary
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1279
File ID: Type: Status: 2013-1279 Agenda Item Passed
1Version: Reference: In Control: City Secretary
09/17/2013File Created:
09/24/2013Final Action: MinutesFile Name:
Title: Consider approval of minutes: September 10, 2013.
Notes:
Agenda Date: 09/24/2013
Agenda Number: A.
Sponsors: Enactment Date:
Minutes.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
09/24/2013City Council
A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden,
that Consent Agenda Items A-C be approved. The motion passed 6-0 with Councilmember Tim
Brancheau absent.
Action Text:
Text of Legislative File 2013-1279
Title
Consider approval of minutes: September 10, 2013.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1279)
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
255 Parkway Boulevard
Coppell, Texas 75019-9478City of Coppell, Texas
Minutes
City Council
5:30 PM Council ChambersTuesday, September 10, 2013
KAREN HUNT BILLY FAUGHT
Mayor Mayor Pro Tem
TIM BRANCHEAU BOB MAHALIK
Place 1 Place 2
WES MAYS GARY RODEN
Place 3 Place 4
MARVIN FRANKLIN AARON DUNCAN
Place 6 Place 7
CLAY PHILLIPS
City Manager
Also present were City Manager Clay Phillips, City Secretary Christel Pettinos and City
Attorney David Dodd.
The City Council of the City of Coppell met in Regular Called Session on Tuesday,
September 10, 2013, 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 5:40 p.m.
Councilmember Bob Mahalik arrived during Executive Session.
Karen Hunt;Billy Faught;Tim Brancheau;Bob Mahalik;Wes Mays;Gary
Roden;Marvin Franklin and Aaron Duncan
Present 8 -
Executive Session2.
Section 551.072, Texas Government Code - Deliberation regarding Real Property and
Section 551.087, Texas Government Code - Economic Development Negotiations.
Discussion regarding property south of Bethel Road and west of S.
Coppell Road.
Discussed under Executive Session
Page 1City of Coppell, Texas
September 10, 2013City Council Minutes
Work Session (Open to the Public) 1st Floor Conference Room3.
Mayor Hunt adjourned the Executive Session at 6:13 p.m. and convened into
the Work Session.
A.Discussion regarding Joint School Board/City Council Meeting.
B.Update on Boards and Commission Applications .
C.Discussion regarding Liaisons to Boards and Commissions.
D.Discussion regarding Capital Improvement Projects.
E.Discussion regarding Annual Benefit Contracts .
F.Discussion of Agenda Items.
Presented in Work Session
Regular Session
Mayor Hunt adjourned the Work Session and opened the Regular Session at
7:30 p.m.
Invocation 7:30 p.m.4.
Pastor Wayne McDonald with Metrocrest Community Church gave the
Invocation.
Pledge of Allegiance5.
Boy Scouts Zach Fairbanks, Troop 8888, and Drew Young, Troop 589, led those
present in the Pledge of Allegiance.
Citizens’ Appearance6.
Mayor Hunt advised that no one signed up to speak.
Consent Agenda7.
A.Consider approval of the minutes: August 27, 2013.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Bob Mahalik, to approve Agenda Items A-D on the Consent
Agenda. The motion passed by an unanimous vote.
B.Consider approval of an Ordinance for Case No. PD-199R8-HC, Vista
Point II, Lot 6R, Block A, - Children’s Learning Adventure , a zoning
change from PD-199-HC (Planned Development-199-Highway
Commercial), to PD-199R8-HC (Planned Development-199-Revision
8-Highway Commercial), to attach a Detail Site Plan on 2.6 acres to
allow the development of a Day Care Center to be located at 811 N.
MacArthur Boulevard and authorizing the Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Bob Mahalik, to approve Agenda Items A-D on the Consent
Page 2City of Coppell, Texas
September 10, 2013City Council Minutes
Agenda. The motion passed by an unanimous vote.
Enactment No: 91500-A-631
C.Consider approval of the dedication of an easement within the Main
Street Development in Old Coppell to Oncor Electric Delivery
Company, LLC for the installation of an underground electric service
across property owned by the City of Coppell; and authorizing the
Mayor to sign and execute any necessary documents.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Bob Mahalik, to approve Agenda Items A-D on the Consent
Agenda. The motion passed by an unanimous vote.
D.Consider approval of a contract with Scodeller Construction, Inc. for
Bid Number Q-0813-04, Annual Crack and Joint Sealing Project, in the
amount of $100,000.00, as budgeted in the Infrastructure Maintenance
Fund; and authorizing the City Manager to sign and execute any
necessary documents.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Bob Mahalik, to approve Agenda Items A-D on the Consent
Agenda. The motion passed by an unanimous vote.
End of Consent Agenda
8.Consider approval of an Ordinance approving and adopting the budget
for the City of Coppell, Texas for the Fiscal Year of October 1, 2013
through September 30, 2014, and authorizing the Mayor to sign.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Gary Roden, that this Agenda Item be approved. The motion
passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Enactment No: 2013-1353
9.Consider approval of an Ordinance of the City of Coppell, Texas
levying the ad valorem taxes for the year 2013 at $.63750 on each
One Hundred Dollars ($100) assessed value of taxable property of
which $.43750 is for operations and maintenance and $.20000 is for
interest and sinking, and authorizing the Mayor to sign.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Wes Mays, that this Agenda Item be approved. The motion
passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Page 3City of Coppell, Texas
September 10, 2013City Council Minutes
Enactment No: 2013-1354
10.PUBLIC HEARING:
Consider approval of the Coppell Trade Center , Lot 1R2, Block 1,
Replat, a replat of Lot 1R, Block 1, containing 40.65 acres to relocate
(abandon and dedicate) easements to allow for the development of a
279,330-square-foot office/warehouse building on a portion of that lot
(17.92 acres) on property located north of W. Sandy Lake Road and
west of the proposed extension of Freeport Parkway.
Presentation: Gary Sieb, Director of Planning, 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 Gary Roden, to close the Public Hearing and approve this
Agenda Item. The motion passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
11.PUBLIC HEARING:
Consider approval of the Park West Crossing , Lot 1, Block A, Replat, a
replat of a portion of Lot 1, Block 3R, of the Park West Commerce
Center Addition, to establish necessary easements to allow the
development of four (4) office/warehouse buildings containing a total of
307,500 square feet on 22.5 acres of property located at the southeast
corner of Freeport Parkway and Southwestern Boulevard.
Presentation: Gary Sieb, Director of Planning, 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 Gary Roden, seconded by
Councilmember Tim Brancheau, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) There may be additional comments upon detail engineering review; and
2) Off-site easement will be needed for the shared driveway on Southwestern
Boulevard.
The motion passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
12.PUBLIC HEARING:
Consider approval of Case No. PD-266-SF-9, Shadow Ridge
Estates-5th Increment, Lots 1R-3R, Block A, a zoning change request
Page 4City of Coppell, Texas
September 10, 2013City Council Minutes
from SF-12 (Single Family-12) to PD-266-SF-9 (Planned
Development-266-SF-9), to allow the development of three (3)
single-family lots on 0.8 acres of property located at the southeast
corner of S. Coppell Road and Plantation Drive.
Presentation: Gary Sieb, Director of Planning, 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 Wes Mays, seconded by
Councilmember Marvin Franklin, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) There will be additional comments generated upon detailed engineering plan
review;
2) Park Development fees are $1,285 per unit;
3) A Tree removal permit is required prior to the start of construction; and
4) Impact fees will be assessed for two of the lots.
The motion passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
13.PUBLIC HEARING:
Consider approval of the Shadow Ridge Estates-5th Increment, Lots
1R, 2R & 3R, Block A, Replat, a replat of Lots 1 and 2 of the Shadow
Ridge Estates-5th Increment, to allow the development of three (3)
single-family lots on 0.8 acres of property located at the southeast
corner of S. Coppell Road and Plantation Drive.
Presentation: Gary Sieb, Director of Planning, 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 Wes Mays, seconded by
Councilmember Aaron Duncan, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) Additional comments may be generated upon detailed engineering plan
review;
2) A tree removal permit is required prior to the start of construction; and
3) Park development fees of $1,285.00 are required per unit.
The motion passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
14.PUBLIC HEARING:
Page 5City of Coppell, Texas
September 10, 2013City Council Minutes
Consider approval of Case No. S-1137R4, First United Methodist
Church-Ministry Building, a zoning change request from S-1137R
(Special Use Permit-1137 Revised) to S-1137R4 to (Special Use
Permit-1137 Revision 4), to allow the construction of a
18,547-square-foot building on seven (7) acres of property located at
425 Heartz Road.
Presentation: Gary Sieb, Director of Planning, 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 Mayor
Pro Tem Billy Faught, to close the Public Hearing and approve this Agenda
Item subject to the following conditions:
1) Additional comments may be generated upon detailed engineering plan
review; and
2) A tree removal permit is required prior to the start of construction.
The motion passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
15.PUBLIC HEARING:
Consider approval of the First United Methodist Church-Section 2
Addition, Lot 1R, Block 1, Replat, a replat of the First United Methodist
Church-Section 2 Addition, Lot 1, Block 1, to establish necessary
easements to allow the construction of a 18,547-square-foot building
on seven (7) acres of property located at 425 Heartz Road.
Presentation: Gary Sieb, Director of Planning, 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 Wes Mays, seconded by
Councilmember Aaron Duncan, to close the Public Hearing and approve this
Agenda Item subject to the following conditions:
1) Additional comments will be generated upon detailed engineering plan
review; and
2) A tree removal permit is required prior to the start of construction.
The motion passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
16.Consider approval of a contract with Pavecon, Ltd. for the Sandy Lake
Road pavement repair (Denton Tap Road to Kimbel Kourt) in the
Page 6City of Coppell, Texas
September 10, 2013City Council Minutes
amount of $1,560,324.00, with an additional incentive bonus of
$50,000.00, for a total award of $1,610,324.00, as budgeted; and
authorizing the City Manager to sign and execute any necessary
documents.
At this time, Councilmember Gary Roden recused himself for Items 16 and 17
by filing a Conflict of Interest affidavit.
Presentation: Keith Marvin, Civil Engineer, made a presentation to Council.
A motion was made by Councilmember Tim Brancheau, seconded by Mayor
Pro Tem Billy Faught, that this Agenda Item be approved as read into the
record: "approval of a contract with Pavecon, Ltd. for the Sandy Lake Road
pavement repair (Denton Tap Road to Kimbel Kourt) in the amount of
$1,560,324.00, with an additional incentive bonus of $50,000.00, for a total
award of $1,610,324.00, as budgeted." The motion passed by 6-0 with
Councilmember Gary Roden recused from the vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Marvin Franklin and Councilmember Aaron Duncan
Aye:6 -
17.Consider approval to enter a contract with Pavecon Ltd., in an amount
of $480,393.65, for the reconstruction of Southern Belle Drive, with an
additional incentive bonus of $15,000 for timely construction of the
project according to terms in the contract, for a total award of
$495,393.65, as budgeted; and authorizing the City Manager to sign
and execute any necessary documents.
Presentation: Keith Marvin, Civil Engineer, made a presentation to Council.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Bob Mahalik, that this Agenda Item be approved. The motion
passed by 6-0 with Councilmember Gary Roden recused from the vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Marvin Franklin and Councilmember Aaron Duncan
Aye:6 -
18.Consider approval of Consulting Contract with Brinson Benefits, Inc.
for employee benefits consulting services and other related benefit
programs in the amount of $76,883.00 and authorizing the City
Manager to sign all necessary documents.
At this time, Councilmember Gary Roden returned to the Council Chambers.
Presentation: Vivyon Bowman, Director of Human Resources, read Agenda
Items 18-22 into the record for consideration. Skip Roark, with Brinson
Benefits, was available for questions.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Marvin Franklin, to approve Agenda Items 18-22. The motion
passed by an unanimous vote.
Page 7City of Coppell, Texas
September 10, 2013City Council Minutes
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
19.Consider approval of a renewal Contract for third party claims
administration services with UMR, Inc. in the amount of $144,196.00
and authorizing the City Manager to sign all necessary documents.
Presentation: Vivyon Bowman, Director of Human Resources, read Agenda
Items 18-22 into the record for consideration. Skip Roark, with Brinson
Benefits, was available for questions.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Marvin Franklin, to approve Agenda Items 18-22. The motion
passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
20.Consider approval of awarding Request for Proposal (RFP) #0115 for
the procurement of medical group excess loss insurance to the
Symetra Life Insurance Company in the amount of $255,923.00 and
authorizing the City Manager to sign all necessary documents.
Presentation: Vivyon Bowman, Director of Human Resources, read Agenda
Items 18-22 into the record for consideration. Skip Roark, with Brinson
Benefits, was available for questions.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Marvin Franklin, to approve Agenda Items 18-22. The motion
passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
21.Consider approval of a renewal policy for fully insured organ transplant
coverage from National Union Fire Insurance in the amount of
$54,576.36 and authorizing the City Manager to sign all necessary
documents.
Presentation: Vivyon Bowman, Director of Human Resources, read Agenda
Items 18-22 into the record for consideration. Skip Roark, with Brinson
Benefits, was available for questions.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Marvin Franklin, to approve Agenda Items 18-22. The motion
passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
Page 8City of Coppell, Texas
September 10, 2013City Council Minutes
22.Consider approval of Consulting Services Contract for employee
wellness program services with Brinson Benefits, Inc. in the amount of
$60,963.00 and authorizing the City Manager to sign all necessary
documents.
Presentation: Vivyon Bowman, Director of Human Resources, read Agenda
Items 18-22 into the record for consideration. Skip Roark, with Brinson
Benefits, was available for questions.
A motion was made by Mayor Pro Tem Billy Faught, seconded by
Councilmember Marvin Franklin, to approve Agenda Items 18-22. The motion
passed by an unanimous vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
23.Consider approval of a nomination for appointment to the Denton
County Appraisal District Board of Directors ; and authorizing the City
Manager to sign.
A motion was made by Councilmember Tim Brancheau, seconded by Mayor
Pro Tem Billy Faught, to nominate John Mahalik to the Denton County
Appraisal District Board of Directors. The motion passed by an unanimous
vote.
Mayor Pro Tem Billy Faught;Councilmember Tim
Brancheau;Councilmember Bob Mahalik;Councilmember Wes
Mays;Councilmember Gary Roden;Councilmember Marvin Franklin and
Councilmember Aaron Duncan
Aye:7 -
City Manager Reports24.
Project Updates and Future Agendas.
City Manager Clay Phillips announced that the City Managers will be attending
the ICMA Conference. Mike Land will be sitting in for the next Council Meeting.
In October, Council will be approving the Work Plan for Staff for the FY13-14,
along with conducting the City Manager's Evaluation.
With regards to Project Updates, there are numerous projects going on around
town. They are all moving along nicely.
Mayor and Council Reports25.
A.Report by Mayor Hunt regarding Metroplex Mayors’ Meeting .
B.Report by Mayor Hunt regarding the Plaza Music Series in
September.
Mayor Hunt and City Manager Clay Phillips attended the Metroplex Mayors'
Meeting. Mr. Phillips said the speaker, Jody Puckett, with Dallas Water Utilities,
spoke about the need for water and the efforts around the region. There was
discussion about building reservoirs and conservation tactics.
Page 9City of Coppell, Texas
September 10, 2013City Council Minutes
Mayor Hunt also spoke about the Plaza Music Series. There was approximately
300 people in attendance at the kick-off performance. Musical performances
are on Saturdays in September from 7pm – 9pm in the Plaza. Up next is: Petty
Theft – Tom Petty, followed by Southern Chrome – Country and Bubba
Hernandez – Worldly Latin Rock. Kona Ice is on site selling snow cones and
popcorn is given away for free, courtesy of the Parks and Recreation
Department.
Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
26.
Nothing to report.
Necessary Action from Executive Session27.
Nothing to report.
Adjournment
There being no further business before the City Council, the meeting was
adjourned.
________________________
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 6th day of September, 2013, 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 10City of Coppell, Texas
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1276
File ID: Type: Status: 2013-1276 Resolution Passed
1Version: Reference: In Control: Library
09/16/2013File Created:
09/24/2013Final Action: Friends ResolutionFile Name:
Title: Consider approval of a resolution authorizing the William T. Cozby Public
Library to donate surplus books and circulation materials to the Friends of the
Coppell Public Library, a non-profit organization, that will resell the items as a
fundraiser to support the public library and providing an effective date; and
authorizing the Mayor to sign.
Notes:
Agenda Date: 09/24/2013
Agenda Number: B.
Sponsors: Enactment Date:
Friends of Library Resolution.pdf, Staff Memo -
Friends Resolution.pdf
Attachments: Enactment Number: 2013-0924.1
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
09/24/2013City Council
A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden,
that Consent Agenda Items A-C be approved. The motion passed 6-0 with Councilmember Tim
Brancheau absent.
Action Text:
Mayor Pro Tem Billy Faught, Councilmember Bob Mahalik,
Councilmember Wes Mays, Councilmember Gary Roden,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1276
Title
Consider approval of a resolution authorizing the William T. Cozby Public Library to donate
surplus books and circulation materials to the Friends of the Coppell Public Library, a non-profit
organization, that will resell the items as a fundraiser to support the public library and providing
an effective date; and authorizing the Mayor to sign.
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1276)
Summary
Fiscal Impact:
The fiscal impact of this resolution is a reduction in revenue of approximately $3,000.
Staff Recommendation:
Staff recommends approval of the resolution.
Goal Icon:
Sustainable City Government
Sense of Community
Page 2City of Coppell, Texas Printed on 12/28/2017
RESOLUTION NO. ________
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, AUTHORIZING THE WILLIAM T.
COZBY PUBLIC LIBRARY TO DONATE SURPLUS BOOKS AND CIRCULATION
MATERIALS TO THE FRIENDS OF THE COPPELL PUBLIC LIBRARY, A NON-PROFIT
ORGANIZATION, THAT WILL RESELL THE ITEMS AS A FUNDRAISER TO SUPPORT
THE PUBLIC LIBRARY; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the Friends of the Coppell Public Library is a non-profit organization (“Friends of
the Library”) formed to provide support to the William T. Cozby Public Library; and
WHEREAS, the Friends of the Library seek to support the Library through fund-raising and
advocacy; and
WHEREAS, the William T. Cozby Public Library (“Library”) receives donations of books and
other materials that cannot be used as circulation materials in the Library and periodically removes
materials from circulation because the items are obsolete, duplicate copies, worn or no longer in demand
by the public; and
WHEREAS, the City desires to dispose of surplus obsolete, duplicate copies or damaged library
materials and donations; and to allow the Friends of the Library to resell such materials to raise money
to support the Library;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
COPPELL, TEXAS THAT:
SECTION 1: The City Council of the City of Coppell, Texas, hereby approves the transfer of
City library assets consisting of surplus obsolete, duplicate copies or damaged books and other
circulating materials, as well as donated items that cannot be used by the Library, to the Friends of the
Library, for the purpose of fundraising to support the Library.
SECTION 2: The above approval is granted with the understanding that all proceeds realized
from the sale of transferred material shall be used solely on behalf of the City of Coppell to support the
William T. Cozby Public Library in providing special programs and projects not funded by the City. The
Director of the Library or delegated staff member is granted the responsibility to determine which books
and circulation materials are surplus property, when and as needed. The authorizations granted by this
Section shall remain effective until revoked by resolution of the City Council.
SECTION 3: Effective Date. This Resolution shall become effective immediately upon its
passage.
DULY PASSED by the City Council of the city of Coppell, Texas, this the _______ day of September,
2013.
APPROVED:
_______________________________________
KAREN SELBO HUNT, MAYOR
ATTEST:
________________________________________
CHRISTEL PETTINOS, CITY SECRETARY
APPROVED AS TO FORM:
___________________________________
ROBERT E. HAGER, CITY ATTORNEY
1
MEMORANDUM
To: Mayor and City Council
From: Vicki Chiavetta, Director of Library Services
Date: September 24, 2013
Reference: Friends of the Library Resolution
2030: Sense of Community
Sustainable City Government
Introduction:
The Friends of the Coppell Public Library have been re-established as an active non-profit
organization created to support the library. The library is asking for approval to donate surplus
books and circulation materials to the Friends. The Library Board supports this effort by endorsing
the resolution.
Analysis:
The library currently accepts a large number of donations, some of which are added to the
collection or recycled, some of which are included in an ongoing book sale with withdrawn
materials that are in gently used condition. Donating these materials to the Friends will allow the
group to resell the items as a fundraiser to directly support the library.
Legal Review:
The agenda item was reviewed by David Dodd on July 31, 2013.
Fiscal Impact:
$2,429.00
Recommendation:
The Library Department recommends approval of the resolution.
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1283
File ID: Type: Status: 2013-1283 Agenda Item Passed
1Version: Reference: In Control: City Secretary
09/17/2013File Created:
09/24/2013Final Action: Interlocal AgreementFile Name:
Title: Consider approval of a contract for the renewal of the Dallas County Health
Services Interlocal Agreement, effective October 1, 2013 through September
30, 2014, in the amount of $3,131.00; and authorizing the Mayor to sign and
execute any necessary documents.
Notes:
Agenda Date: 09/24/2013
Agenda Number: C.
Sponsors: Enactment Date:
Memo.pdf, Interlocal Agreement.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved on the
Consent Agenda
09/24/2013City Council
A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden,
that Consent Agenda Items A-C be approved. The motion passed 6-0 with Councilmember Tim
Brancheau absent.
Action Text:
Text of Legislative File 2013-1283
Title
Consider approval of a contract for the renewal of the Dallas County Health Services Interlocal
Agreement, effective October 1, 2013 through September 30, 2014, in the amount of
$3,131.00; and authorizing the Mayor to sign and execute any necessary documents.
Summary
Fiscal Impact:
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1283)
Staff Recommendation:
Approval recommended.
Goal Icon:
Community Wellness and Enrichment
Page 2City of Coppell, Texas Printed on 12/28/2017
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From:
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THE STATE OF TEXAS
COUNTY OF DALLAS
9 INTERLOCAL AGREEMENT FOR
9 COORDINATED HEALTH SERVICES
8 BETWEEN DALLAS COUNTY, TEXAS, ON
9 BEHALF OF DALLAS COUNTY HEALTH AND
9 HUMAN SERVICES, AND THE CITY OF
9 COPPELL, TEXAS
1. PARTIES
Whereas, Dallas County ("County") has offered to provide certain health services to the various
cities throughout Dallas County on a contract for services basis; and
Whereas, the City of Coppell, Texas ("City") desires to participate with County in establishing
coordinated health services for City and Dallas County; and
Whereas, County will operate certain health services for the residents of City in order to promote the
effectiveness of local public health services and goals ("Program"); and
Whereas, the cooperative effort will allow cities located within Dallas County to participate in
providing public health services for their residents; and
Whereas, such cooperative effort serves and furthers the public purpose and benefits the citizens of
County as a whole.
Now therefore, County, on behalf of Dallas County Health and Human Services ("DCHHS"), enters
into this Interlocal Agreement ("Agreement") with City, pursuant to the authorities of the Texas
Health and Safety Code Chapter 12 1, the Texas Government Code Chapter 791, and other applicable
laws for health services to City.
2. HEALTH SERVICES TO BE PERFORMED
A. County agrees to operate the Program, which will include the following health services:
1) Tuberculosis Control Services: providing preventive, diagnostic treatment, and
epidemiological services;
2) Sexually Transmitted Disease Control Services: consisting of education to motivate
people to use preventive measures and to seek early treatment, prophylaxis,
epidemiological investigation, and counseling in accordance with County policy;
3) Communicable Disease Control Services: providing information concerning
immunization and communicable diseases and coordinating with the Texas
Department of State Health Services ("DSHS") in monitoring communicable
diseases;
4) Laboratory Services: performing chemical, biological, and bacteriological analysis
1
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
and tests on which are based diagnosis of disease, effectiveness of treatment, the
quality of the environment, the safety of substance for human consumption, and the
control of communicable disease.
B. County agrees to provide to City, in accordance with state and federal law, the following
public health services:
1) Immunizations;
2) Child health care;
3) High risk infant case management; and
4) Home visits.
County also agrees to work with City in order to decentralize clinics and to plan and provide
for desired services by City; however, any other services that City requires, in addition to the
above mentioned services, may result in additional fees to City.
C. County agrees to charge a sliding fee based on ability to pay to all residents of every
municipality, including City, in Dallas County. The fees charged by County for the services
listed in Section 2A of this Agreement will be used to offset the City's Program costs for the
next Agreement Term. A schedule of fees to be charged by County is set out in Exhibit A,
attached and incorporated herein by reference for all purposes.
D. County agrees that the level of service provided in the Program for City will not be
diminished below the level of service provided to City for the same services in the prior
Agreement Term except as indicated in Section 2E of this Agreement. For purposes of
Section 2E, level of service is measured by the number of patient visits and number of
specimens examined. County will submit to City a monthly statement, which will also
include the number of patient visits and number of specimens examined during the preceding
month.
The possibility exists of reductions in state and federal funding to the Program that could result in
curtailment of services if not subsidized at the local level. County will notify City in writing
of any amount of reduction, and any extent to which services will be curtailed as a result.
The notice will also include an amount that City may elect to pay to maintain the original
level of services. City will notify County in writing no later than fourteen (1 4) calendar days
after the date of City's receipt of the notice of funding reduction as to City's decision to pay
the requested amount or to accept the curtailment of service. If City elects to pay the
requested amount, payment is due no later than forty-five (45) calendar days after the date of
the notice of funding reduction.
3. BUDGET
A. County agrees to submit to City by July 3 1 st of each year a proposed budget describing the
proposed level of services for the next Agreement Term;
B. For the Term of this Agreement, County agrees to provide the services listed in Section 2 of
this Agreement at the level of services and for the amount stated in Exhibit D, which is
2
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
attached and incorporated herein by reference for all purposes;
C. Payment. City shall pay County the following amount, as stated in Exhibit D, Three
thousand one hundred thirty-one and 001100 Dollars ($3,13 1.00), which is the agreed upon
amount for City's share of the total cost of the Program less federal and state funding.
D. In lieu of paying the actual dollar amount stated in this Agreement, City has the option, to the
extent authorized by law, ordinances or policy, of making a request to negotiate for in-kind
services that are equal in value to the total amount.
E. This Agreement is contingent upon City's appropriation of funds, or ability to perform in-
kind services as described in Section 3D of this Agreement, for the services set forth herein.
In the event City fails to appropriate such funds, or provide in-kind services, County shall not
incur any obligations under this Agreement.
4. ASSURANCES
A. County shall operate and supervise the Program.
B. Nothing in this Agreement shall be construed to restrict the authority of City over its health
programs or environmental health programs or to limit the operations or services of those
programs.
C. City agrees to provide to County or assist County in procuring adequate facilities to be used
for the services under this Agreement. These facilities must have adequate space, waiting
areas, heating, air conditioning, lighting, and telephones. None of the costs and maintenance
expenses associated with these facilities shall be the responsibility of County and County
shall not be liable to City or any third party for the condition of the facilities, including any
premises defects.
D. City agrees that these facilities will be publicly accessible to the extent required under the
Americans with Disabilities Act of 1990, as amended, and related state and municipal laws
and regulations.
E. City and County agree that other citiesltownslmunicipalities may join the Program by
entering into an agreement with County that contains the same basic terms and conditions as
this Agreement.
F. Each party paying for the performance of governmental functions or services under this
Agreement must make those payments from current revenues available to the paying party.
5. FINANCING OF SERVICES
A. The health services provided under this Agreement will be financed as follows:
1) City and County will make available to the Program all appropriate federal and state
funds, personnel, and equipment to provide the health services included under this
3
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
Agreement and will use best efforts to cause these funds and resources to continue to
increase.
2) City shall pay to County, or provide in-kind services, its share of budgeted costs that
are in excess of the federal and state funding for providing the health services under
this Agreement. Budgeted costs shall not exceed those reflected in Exhibits B, C and
D for the appropriate Agreement Term.
B. County shall bill City each month an amount equal to one-twelfth (1112) of its share of
annual budgeted costs that exceed federal and state funding for the expenses of the preceding
month.
C. Any payment not made within thirty (30) calendar days of its due date shall bear interest in
accordance with Chapter 225 1 of the Texas Government Code.
D. City and County agree that no more than ten percent (1 0%) of the City's cost of participating
in the Program will be used for administration of the Program.
6. TERM
The Term of this Agreement shall be effective from October 1,201 3 through September 30,2014,
unless otherwise stated in this Agreement.
7. TERMINATION
A. Without Cause: This Agreement may be terminated in writing, without cause, by either party
upon thirty (30) calendar days prior written notice to the other party.
B. With Cause: Either party may terminate the Agreement immediately, in whole or in part, at
its sole discretion, by written notice to the other party, for the following reasons:
1) Lack of, or reduction in, funding or resources;
2) Non-performance;
3) The improper, misuse or ineptlinefficient use of funds or resources directly related to
this Agreement;
4) The submission of data, statements andlor reports that is incorrect, incomplete andlor
false in any way.
8. RESPONSIBILITY
County and City agree that each shall be responsible for its own negligent acts or omissions or
other tortious conduct in the course of performance of this Agreement, without waiving any
governmental immunity available to County or City or their respective officials, officers,
employees, or agents under Texas or other law and without waiving any available defenses
under Texas or other law. Nothing in this paragraph shall be construed to create or grant any
4
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
rights, contractual or otherwise, in or to any third persons or entities.
9. INSURANCE
City and County agree that they will, at all times during the Term of this Agreement, maintain in full
force and effect insurance or self-insurance to the extent permitted by applicable laws. City and
County will be responsible for their respective costs of such insurance, any and all deductible
amounts in any policy and any denials of coverage made by their respective insurers.
10. ACCESS TO RECORDS RELEVANT TO PROGRAM
City and County agree to provide to the other upon request, copies of the books and records relating
to the Program. City and County further agree to give City and County health officials access to all
Program activities. Both City and County agree to adhere to all applicable confidentiality provisions,
including those relating to Human Immunodeficiency Virus (HIV) and Sexually Transmitted Disease
(STD) information, as mandated by federal and State law, as well as by DSHS.
11. NOTICE
Any notice to be given under this Agreement shall be deemed to have been given if reduced to
writing and delivered in person by a reputable courier service or mailed by Registered Mail, postage
pre-paid, to the party who is to receive such notice, demand or request at the addresses set forth
below. Such notice, demand or request shall be deemed to have been given, if by courier, at the time
of delivery, or if by mail, three (3) business days subsequent to the deposit of the notice in the United
States mail in accordance herewith. The names and addresses of the parties' hereto to whom notice
is to be sent are as follows:
Zachary Thompson, Director
Dallas County Health & Human Services City of Coppell
2377 N. Stemmons Freeway, LB 12 255 Parkway Blvd.
Dallas, TX 75207-271 0 Coppell, TX 750 19
12. IMMUNITY
This Agreement is expressly made subject to County's and City's Governmental Immunity,
including, without limitation, Title 5 of the Texas Civil Practices and Remedies Code, and all
applicable federal and state laws. The parties expressly agree that no provision of this
Agreement is in any way intended to constitute a waiver of any immunities from suit or from
liability, or a waiver of any tort limitation, that City or County has by operation of law or
otherwise. Nothing in this Agreement is intended to benefit any third party beneficiary.
13. COMPLIANCE WITH LAWS AND VENUE
In providing services required by this Agreement, City and County must observe and comply with all
licenses, legal certifications, or inspections required for the services, facilities, equipment, or
materials, and all applicable federal, State, and local statutes, ordinances, rules, and regulations.
Texas law shall govern this Agreement and exclusive venue shall lie in Dallas County, Texas.
5
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
14. AMENDMENTS AND CHANGES IN THE LAW
No modification, amendment, novation, renewal or other alteration of this Agreement shall be
effective unless mutually agreed upon in writing and executed by the parties hereto. Any alteration,
addition or deletion to the terms of this Agreement which are required by changes in federal or State
law are automatically incorporated herein without written amendment to this Agreement and shall be
effective on the date designated by said law.
15. ENTIRE AGREEMENT
This Agreement, including all Exhibits and attachments, constitutes the entire agreement between the
parties hereto and supersedes any other agreements concerning the subject matter ofthis transaction,
whether oral or written.
16. BINDING EFFECT
This Agreement and the respective rights and obligations of the parties hereto shall inure to the
benefit and be binding upon the successors and assigns of the parties hereto, as well as the parties
themselves.
17. GOVERNMENT FUNDED PROJECT
If this Agreement is funded in part by either the State of Texas or the federal government, County
and City agree to timely comply without additional cost or expense to the other party, unless
otherwise specified herein, to any statute, rule, regulation, grant, contract provision or other State or
federal law, rule, regulation, or other similar restriction that imposes additional or greater
requirements than stated herein and that is directly applicable to the services rendered under the
terms of this Agreement.
18. DEFAULT1 CUMULATIVE RIGHTS1 MITIGATION
In the event of a default by either party, it is not a waiver of default if the non-defaulting party fails to
immediately declare a default or delays in taking any action. The rights and remedies provided by
this Agreement are cumulative, and either party's use of any right or remedy will not preclude or
waive its right to use any other remedy. These rights and remedies are in addition to any other rights
the parties may have by law, statute, ordinance or otherwise. Both parties have a duty to mitigate
damages.
19. FISCAL FUNDING CLAUSE
Notwithstanding any provisions contained herein, the obligations of County and City under this
Agreement are expressly contingent upon the availability of funding for each item and obligation
contained herein for the Term of the Agreement and any extensions thereto. City and County shall
have no right of action against the other party in the event the other party is unable to fulfill its
obligations under this Agreement as a result of lack of sufficient funding for any item or obligation
from any source utilized to fund this Agreement or failure to budget or authorize funding for this
6
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
Agreement during the current or future Agreement Terms. In the event that County or City is unable
to fulfill its obligations under this Agreement as a result of lack of sufficient funding, or if funds
become unavailable, each party, at its sole discretion, may provide funds from a separate source or
may terminate this Agreement by written notice to the other party at the earliest possible time.
20. COUNTERPARTS, NUMBER, GENDER AND HEADINGS
This Agreement may be executed in multiple counterparts, each of which shall be deemed an
original, but all of which shall constitute one and the same instrument. Words of any gender used in
this Agreement shall be held and construed to include any other gender. Any words in the singular
shall include the plural and vice versa, unless the context clearly requires otherwise. Headings herein
are for the convenience of reference only and shall not be considered in any interpretation of this
Agreement.
21. PREVENTION OF FRAUD AND ABUSE
City and County shall establish, maintain and utilize internal management procedures sufficient to
provide for the proper, effective management of all activities funded under this Agreement. Any
known or suspected incident of fraud or program abuse involving County or City's employees or
agents shall be reported immediately for appropriate action. Moreover, City and County warrant to
be not listed on a local, county, State or federal consolidated list of debarred, suspended and
ineligible contractors and grantees. City and County agree that every person who, as part of their
employment, receives, disburses, handles or has access to funds collected pursuant to this Agreement
does not participate in accounting or operating functions that would permit them to conceal
accounting records and the misuse of said funds. Each party shall, upon notice by the other party,
refund their respective expenditures that are contrary to this Agreement.
22. AGENCY 1 INDEPENDENT CONTRACTOR
County and City agree that the terms and conditions of this Agreement do not constitute the creation
of a separate legal entity or the creation of legal responsibilities of either party other than under the
terms of this Agreement. County and City are and shall be acting as independent contractors under
this Agreement; accordingly, nothing contained in this Agreement shall be construed as establishing
a masterlservant, employer/employee, partnership, joint venture, or joint enterprise relationship
between County and City. City and County are responsible for their own acts, forbearance,
negligence and deeds, and for those of their respective officials, agents or employees in conjunction
with the performance of work covered under this Agreement.
23. SEVERABILITY
If any provision ofthis Agreement is construed to be illegal or invalid, this will not affect the legality
or validity of any of the other provisions in this Agreement. The illegal or invalid provision will be
deemed stricken and deleted, but all other provisions shall continue and be given effect as if the
illegal or invalid provisions had never been incorporated.
24. SIGNATORY WARRANTY
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-20 I4
Each person signing and executing this Agreement does hereby warrant and represent that such
person has been duly authorized to execute this Agreement on behalf of City or County, as the case
may be.
DALLAS COUNTY:
By: Clay Lewis Jenkins
Dallas County Judge
DATE:
Recommended:
By: Zachary Thompson
Director, DCHHS
Approved as to Form*:
CRAIG WATKINS
DISTRICT ATTORNEY
CITY OF COPPELL:
By:
City Managermayor
DATE:
Attested:
By :
City Secretary
Approved as to Form:
By: Melanie Barton By:
Assistant District Attorney City Attorney
*By law, the District Attorney's Office may only advise or approve contracts or legal documents on behalf of its
clients. It may not advise or approve a contract or legal document on behalf of other parties. Our review of this
document was conducted solely from the legal perspective of our client. Our approval of this document was
offered solely for the benefit of our client. Other parties should not rely on this approval, and should seek
review and approval by their own respective attorney(s).
ILA FOR COORDINATED HEALTH SVCS BETW DALLAS COUNTY &CITY OF COPPELL-2014
FY 2014 FEE SCHEDULE
EXHIBIT A
SEXUALLY TRANSMITTED CRIMINAL TESTING
Treatment $20 - $45 (Sliding Scale) Blood Draws
Blood Drawing $5 Buccal Swabs
Cryotherapy $15
Chemical Lesion Reduction $45
Medical Records Copies $5 each
TUBERCULOSIS
TB Testing-Level I (Office Visit) $30
TB Testing-Level II (QuantiFeron) $50
Chest X-Ray Copies $5
LABORATORY
Wet Prep
Gram Stain
GC Culture
RPR
GEN Probe GC Screen
GEN Probe CT Screen
HIV Test
HIV Test - Rapid
SalmonellaIShigella
TB Culture & Concentration
TB Identification
TB Susceptibility
TB Acid Fast Stain
NURSING SERVICE
Hepatitis A Havrix'
Hepatitis B Vaccine'
Twinrix
Rabies (PE)
I PV
Pneumococcal'
Adacel (Pertusis)
HIB
Japanese Encephalitis
Meningococcal (Menomune)
Typhoid (Polysaccharide)
Typhoid (Oral)
Yellow Fever Vaccine
Boostrix Vaccine
Influenza Vaccine*
MMR*
Rabies Administrative Feel
Serves State Vaccine
Foreign Travel Office Visit Fee
-r D'
ENVIRONMENTAL HEALTH
$6 each
$6 each
$1 4 each
$1 1 each
$47 each
$47 each
$15 each
$20 each
$1 6 each
$25 each
$1 5 each
$31 each
$8 each
Septic Tank Inspection $31O/Commercial/Business
$260/Residential
Septic Tank Re-inspection $35/Residential
$85lCommercial
Food Establishment lnspection $150lyr./establishment
Half-Way Houses & Boarding $75/plus $25 for each
Homes, Residential additional unit on site
Mosquito Spraying for Non-
contracting cities $1851 per hour
Water Sample $50
Mosquito Testing $35
Food Mgr. Cert. Program $1 001per person
Food Mgr. Cert. Retesting $50lper person
Note: 1) # Indicates $10 charge for State fee
Comprehensive TB Testing &
Evaluation (Incl. Chest X-ray)
MTD Testing for TB
Pregnancy Test
Urinalysis
Dark Field
Chancroid Culture
Herpes Culture
Herpes Type 1 & 2 Serology
Group A Strep
Urine Screen:
Neisseria Gonorrhoeae
Chlamydia Trachomatis
Lead Screen
StaphylococcuslAureus Culture
$401 each
$20 each
$15 each
$16 each
$10 each
$38 each
$50 each
$14 each
$47 each
$47 each
$1 0 each
$1 7 each
Varivax* $1 I Ollnjection
Meningococcal (MCV4)* $1 30llnjection
Zostavax (Shingles)* $21 5.00llnjection
Gardasil (HPV)' $1 75.00llnjection
Hepatitis A (Pediatric) $30.00/injection
Hepatitis B (Pediatric) $25.00/injection
DT $50.00/injection
DTaP-HepB-IPV $80.00linjection
DTaP-IPV $65.00/injection
Rotavirus $1 20.001injection
PCVI 3 $1 60.00linjection
Communicable Disease Program:
Hepatitis C Screening $35rrest
ImmunizationNFC Program:
DPT,DT,Hib, $5lPer child
Well Baby $5Nisit
Diabetic Testing $5iTest
Immunization Record $5 each
Foreign Travel Yellow Card $5 each
'Note: Vaccines marked with asterisks are part of the Adult Safety Net Program (ASNP) Cl~ents
eligible to receive through the ASNP will be charged a fee of $10/shot
Day Care Center Inspections
Temporary Food Permit
Funeral Home lnspection
FHA, VA, Conventional Loans
Annual Group Home lnspection
Food Handler Class
Sub-division Plat Approval
Animal ControllQuarantine
Animal ControlNicious Animal
Food Manager Re-certification
wlMultiple Test Sites
$2/per authorized child
$75lplus $10 per day
$200
$1 25lLicensed
$1 5OIUnlicensed
$50
$1 51per person
$200/Residential
$1 5OlCommercial
$7lper day
$1 2lper day
$50iTest
Revised May12013
EXHIBIT B
January, 2012 thru December, 2012
Sexually
Transmitted Communicable
Municipality Tuberculosis Disease Laboratory Disease
Addison
Balch Springs
Carrollton
Cedar Hill
Cockrell Hill
Coppell
Dallas
Desoto
Duncanville
Farmers Branch
Garland
Glenn Heights
Grand Prairie
Highland Park
Hutchins
Irving
Lancaster
Mesquite
Richardson
Ro wle tt
Sachse
Seagoville
Sunnyvale
University Park
Wilmer
Out of County
Total
July 22, 2013
DALLAS COUNTY HEALTH & HUMAN SERVICES
FY '14
EXHIBIT C
Sexually
Tuberculosis Transmitted Laboratory Communicable FY '14
Municipality Disease Disease Contract Total
Addison 3,844 2,989 1,244 2,773 2,500
Balch Springs 8,166 14,704 7,293 1,617 9,377
Carrollton 26,910 21,571 13,765 4,282 23,823
Cedar Hill 18,241 23,025 2,412 2,616 2,498
Cockrell Hill 3,090 0 222 343 2,301
Coppell 5,578 2,828 598 2,450 3,131
Dallas 1,008,097 1,018,339 450,649 373,251 1,754,252
Desoto 19,699 33,204 4,164 4,919 17,620
Duncanville 10,553 21,732 5,777 3,146 11,273
Farmers Branch 6,206 4,928 4,714 2,136 6,856
Garland 98,217 65,600 49,416 5,801 80,156
Glenn Heights 2,789 4,524 876 1,862 574
Grand Prairie 38,342 37,647 20,557 8,379 38,854
Highland Park 0 81 0 392 1 32
Hutchins 779 3,555 1,147 71 5 3,149
Irving 102,337 84,747 45,967 13,945 81,906
Lancaster 19,498 36,274 6,034 2,930 12,106
Mesquite 54,674 63,742 22,518 10,946 31,608
Richardson 31,357 10,745 7,696 4,498 23,756
Rowlett 13,769 1,777 2,496 1,000 4,925
Sachse 1,633 1,050 598 382 362
Seagoville 11,558 4,201 3,553 1,039 6,440
Sunnyvale 226 404 7 539 99
University Park 50 0 7 98 48
Wilmer 4,447 2,585 1,411 147 2,597
Out of County 28,091 175,553 1,141,466 73,711 77,142
$1,518,150 $1,635,806 $1,794,588 $523,918 $2,197,485
July 22. 2013
EXHIBIT D
FYI14 CONTRACT COSTS
MUNICIPALITIES CONTRACT COST
ADDISON
BALCH SPRINGS
CARROLLTON
CEDAR HlLL
COCKRELL HlLL
COPPELL
DALLAS
DESOTO
DUNCANVILLE
FARMERS BRANCH
GARLAND
GLENN HEIGHTS
GRAND PRAIRIE
HIGHLAND PARK
HUTCHINS
IRVING
LANCASTER
MESQUITE
RICHARDSON
ROWLETT
SACHSE
SEAGOVILLE
SUNNYVALE
UNIVERSITY PARK
WILMER
UNINCORPORATED
TOTAL
'NON-CONTRACTING CITIES
July 22, 2013
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1271
File ID: Type: Status: 2013-1271 Ordinance Passed
1Version: Reference: In Control: Administration
09/13/2013File Created:
09/24/2013Final Action: Coppell Restaurant Group - PH and OrdinanceFile Name:
Title: Consider approval of an Ordinance designating Coppell Restaurant Group,
LP., Reinvestment Zone No. 83 pursuant to Section 312.201 of the Property
Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 10.
Sponsors: Enactment Date: 09/24/2013
PH and Ordinance Memo.pdf, Public Hearing
Notice.pdf, Ordinance.pdf
Attachments: Enactment Number: ORD 2013-1355
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved09/24/2013City Council
Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council.
A motion was made by Mayor Pro Tem Billy Faught, seconded by Councilmember Marvin Franklin, to
approve Agenda Items 10-12. The motion passed 6-0 with Councilmember Tim Bracheau absent.
Action Text:
Mayor Pro Tem Billy Faught, Councilmember Bob Mahalik,
Councilmember Wes Mays, Councilmember Gary Roden,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1271
Title
Consider approval of an Ordinance designating Coppell Restaurant Group, LP., Reinvestment
Zone No. 83 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement
Act, and authorizing the Mayor to sign.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1271)
The Public Hearing Notice was published in the Citizens’ Advocate on Friday, September 13,
2013. The public hearing is for the designation of a reinvestment zone for Coppell Restaurant
Group, LP, property described as Block D, Lot 1R, Old Town Addition (0.194 acres) and
located south of Houston Street and west of West Main Street.
Fiscal Impact:
Staff Recommendation:
Economic Development recommends approval.
Goal Icon:
Business Prosperity
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Clay Phillips, City Manager
Date: September 24, 2013
Reference: Consider approval of an Ordinance designating Coppell Restaurant Group, LP.,
Reinvestment Zone No. 83 pursuant to Section 312.201 of the Property
Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign.
2030: Business Prosperity
Introduction:
Coppell Restaurant Group, LP is looking to occupy the 4,062 square foot building located at 723 W.
Main Street in Old Town Coppell. In order to grant a tax abatement, a reinvestment zone must be
created by ordinance. In order to create a reinvestment zone by ordinance, a public hearing must be
held. This item satisfies both of those requirements. The public hearing is held to determine if the
improvements in the zone are feasible, practical and of benefit to the land. The ordinance will
create Reinvestment Zone No. 83.
Analysis:
The Public Hearing Notice was published in the Citizens’ Advocate on Friday, September 13, 2013.
The reinvestment zone is being created for Coppell Restaurant Group, LP. The legal description for
the property to be included in the reinvestment zone is described as Block D, Lot 1R, Old Town
Addition (0.194 acres). It is located south of Houston Street and west of West Main Street.
Legal Review:
The documents were created by Pete Smith.
Fiscal Impact:
N/A
Recommendation:
Economic Development recommends approval.
NOTICE OF PUBLIC HEARING
OF DESIGNATION OF REINVESTMENT ZONE
A PUBLIC HEARING will be conducted by the City Council of the City
of Coppell, Texas, in the Council Chambers, Town Center, 255
Parkway Boulevard, Coppell, Texas on the 24th day of September,
2013, at 7:30 P.M., to consider designation of the property
described as Block D, Lot 1R, Old Town Addition (0.194 acres),
located south of Houston Street and west of West Main Street,
Coppell, Texas, Coppell Restaurant Group, LP, as a Reinvestment
Zone under Chapter 312 of the Texas Property Tax Code.
The Council will seek to determine whether the improvements sought
to be made in the zone are feasible and practical and will be a
benefit to the land included in the zone and to the City after the
expiration of a tax abatement agreement to be entered into
pursuant to Section 312.204 of the Texas Property Tax Code.
At the hearing, interested persons are entitled to speak and
present evidence for or against the designation.
Citizens Advocate September 13, 2013
PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE
The City of Coppell acknowledges its responsibility to comply
with the Americans With Disabilities Act of 1990. Thus, in order
to assist individuals with disabilities who require special
services (i.e., sign interpretative services, alternative
audio/visual devices, and amanuenses) for participation in or
access to the City of Coppell sponsored public programs, services
and/or meetings, the City requests that individuals make requests
for these services forty-eight (48) hours ahead of the scheduled
program, service and/or meeting. To make arrangements, contact
Vivyon V. Bowman, ADA Coordinator or other designated official at
(972) 462-0022, or (TDD 1-800-RELAY, TX, 1-800-735-2989).
1
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS
ORDINANCE NO. _________
AN ORDINANCE OF THE CITY OF COPPELL, TEXAS,
DESIGNATING REINVESTMENT ZONE NO. 83 (COPPELL
RESTAURANT GROUP, LP); PROVIDING ELIGIBILITY OF THE ZONE
FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING
FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A
REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE
FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND
THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A
REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE.
WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be
published in a newspaper having general circulation in the City and has delivered such notice to the
presiding officer of the governing body of each taxing unit that includes in its boundaries real
property described herein; and
WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing
on the designation of the area described herein as a reinvestment zone;
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, DALLAS COUNTY, TEXAS, THAT:
SECTION 1: The City Council of the City of Coppell, Texas, finds that the area described
herein will, if designated as a reinvestment zone, be reasonably likely to contribute to the retention
or expansion of primary employment, or to attract major investment in the zone that will be of
benefit to the property and contribute to the economic development of the City. The City Council
further finds that the improvements sought are feasible and practicable and would be of benefit to
the land to be included in the zone and to the City after the expiration of a tax abatement agreement.
SECTION 2. Pursuant to the provisions of Section 312.201 of the Texas Tax Code, the
property described in Exhibit “A”, attached hereto and made a part hereof for all purposes, is hereby
designated as a reinvestment zone and for identification is assigned the name “Reinvestment Zone
No. 83 Coppell Restaurant Group, LP”.
2
SECTION 3. The property within Reinvestment Zone No. 83 is eligible for commercial-
industrial tax abatement effective on January 1, 2013.
SECTION 4. If any article, paragraph or subdivision, clause or provision of this Ordinance
shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this
Ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or
unconstitutional.
SECTION 5. All provisions of ordinances of the City of Coppell, Texas, in conflict with
the provisions of this Ordinance be, and the same are hereby, repealed, and all other provisions not
in conflict with the provisions of this Ordinance shall remain in full force and effect.
SECTION 6. This Ordinance shall take effect immediately from and after its passage, as
the law and charter in such cases provide.
DULY PASSED by the City Council of the City of Coppell, Texas, on the ______ day of
___________________, 2013.
APPROVED:
KAREN SELBO HUNT, MAYOR
ATTEST:
CHRISTEL PETTINOS, CITY SECRETARY
APPROVED AS TO FORM:
CITY ATTORNEY
(PGS: 7-9-13:TM 61347)
3
Exhibit “A”
(Legal Description of Land)
Lot 1R, Block D of the Old Town Addition (0.194 acres)
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1272
File ID: Type: Status: 2013-1272 Resolution Passed
1Version: Reference: In Control: Administration
09/13/2013File Created:
09/24/2013Final Action: Coppell Restaurant Group ResolutionFile Name:
Title: Consider approval of a Resolution approving a Tax Abatement Agreement between
the City of Coppell and Coppell Restaurant Group, LP, and authorizing the Mayor
to sign.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 11.
Sponsors: Enactment Date:
Resolution Memo.pdf, Resolution.pdf, Tax Abatement
Agreement .pdf
Attachments: Enactment Number: 2013-0924.2
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved09/24/2013City Council
Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council.
A motion was made by Mayor Pro Tem Billy Faught, seconded by Councilmember Marvin Franklin, to
approve Agenda Items 10-12. The motion passed 6-0 with Councilmember Tim Bracheau absent.
Action Text:
Mayor Pro Tem Billy Faught, Councilmember Bob Mahalik,
Councilmember Wes Mays, Councilmember Gary Roden,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1272
Title
Consider approval of a Resolution approving a Tax Abatement Agreement between the City of
Coppell and Coppell Restaurant Group, LP, and authorizing the Mayor to sign.
Summary
City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 83 on
September 24, 2013. Coppell Restaurant Group, LP will the 4,062 square foot building located at 723
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1272)
W. Main Street. The tax abatement terms will be a 5 year, 75% abatement, and it will be applied to
the real property owned by Coppell Restaurant Group, LP.
Fiscal Impact:
[Enter Fiscal Impact Statement Here]
Staff Recommendation:
Economic development recommends approval.
Goal Icon:
Business Prosperity
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Clay Phillips, City Manager
Date: September 24, 2013
Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between
the City of Coppell and Coppell Restaurant Group, LP, and authorizing the Mayor to
sign.
2030: Business Prosperity
Introduction:
Coppell Restaurant Group, LP is looking to occupy the 4,062 square foot building located at 723 W.
Main Street in Old Town Coppell. Reinvestment Zone No. 83 is being created by ordinance for
Coppell Restaurant Group, LP on September 24, 2013.
Analysis:
The resolution and tax abatement that coincide with Reinvestment Zone No. 83 will abate 75% of the
real property for Coppell Restaurant Group, LP for a period of five years.
Legal Review:
The documents were reviewed by Pete Smith.
Fiscal Impact:
N/A
Recommendation:
Economic Development recommends approval.
1
RESOLUTION NO. ________________
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE
TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND
BETWEEN THE CITY OF COPPELL, TEXAS, AND COPPELL RESTAURANT GROUP,
LP; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by
and between the City of Coppell, Texas, and Coppell Restaurant Group, LP, a copy of which is
attached hereto and incorporated herein by reference; and
WHEREAS, upon full review and consideration of the Agreement, and all matters related
thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be
approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City
of Coppell, Texas;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF COPPELL, TEXAS, THAT:
SECTION 1. The Agreement attached hereto having been reviewed by the City Council of
the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its
citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to
execute the Agreement on behalf of the City of Coppell, Texas.
SECTION 2. The Council finds that the improvements proposed to be built upon the
Premises described in the Agreement will enhance the economic vitality of the community
through a combination of new capital investment, increased sales tax revenues, and the creation
of additional job opportunities.
SECTION 3. The tax abatement to be granted by the Agreement will not include
inventory, and supplies.
SECTION 4. The improvements proposed for the Premises will accomplish the tax
abatement guidelines of the City of Coppell, Texas.
2
SECTION 5. The City Manager delivered to the presiding officer of the governing body
of each taxing unit in which the property subject to the Agreement is located, a written notice
that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the
City Manager included a copy of the Agreement approved by this Resolution.
SECTION 6. This Resolution and the Tax Abatement Agreement are hereby approved
by the affirmative vote of the majority of the members of the C ity Council of the City of
Coppell, Texas, at a regularly scheduled meeting of the City Council.
SECTION 7. This Resolution shall become effective immediately from and after its
passage.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas,
on this the ______ day of ________________, 2013.
CITY OF COPPELL, TEXAS
___________________________________________
KAREN SELBO HUNT, MAYOR
ATTEST:
___________________________________________
CHRISTEL PETTINOS, CITY SECRETARY
APPROVED AS TO FORM:
CITY ATTORNEY
(PGS:7-9-13:TM 61348)
3
Exhibit “A”
(copy of Tax Abatement Agreement to be attached)
Page 1 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
STATE OF TEXAS §
§ TAX ABATEMENT AGREEMENT
COUNTY OF DALLAS §
This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City
of Coppell, Texas (the “City”), and Coppell Restaurant Group, LP, a Texas limited partnership
(the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized
representatives.
W I T N E S S E T H:
WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an
Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 83 (the “Zone”),
for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax
Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and
WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement
Guidelines”); and
WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria
governing tax abatement agreements to be entered into by the City as contemplated by the Tax
Code; and
WHEREAS, the City has adopted a resolution stating that it elects to be eligible to
participate in tax abatement; and
WHEREAS, in order to maintain and enhance the commercial and industrial economic and
employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter
into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax
Code; and
WHEREAS, Owner owns or is under contract to purchase approximately 0.194 acres of
land located at 723 W. Main Street, Coppell, Texas, being further described in Exhibit “A”
(“Land”), and intends to construct, or cause to be constructed, a restaurant containing approximately
4,062 square feet of space (hereinafter defined as the “Improvements”) on the Land; and
WHEREAS, Owner’s development efforts described herein will create permanent new jobs
in the City; and
WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter
defined), and the contemplated Improvements are consistent with encouraging development of the
Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement
Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and
Page 2 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
WHEREAS, the City Council finds that the Improvements sought are feasible and
practicable and would be of benefit to the Premises to be included in the Zone and to the City after
expiration of this Agreement; and
WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the
Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the
Premises is located;
NOW, THEREFORE, in consideration of the mutual benefits and promises contained
herein and for other good and valuable consideration, the adequacy and receipt of which is hereby
acknowledged, including the expansion of primary employment, the attraction of major investment
in the Zone, which contributes to the economic development of Coppell and the enhancement of the
tax base in the City, the Parties agree as follows:
Article I
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
“Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s
existence as a going business, insolvency, appointment of receiver for any part of a Party’s
property and such appointment is not terminated within ninety (90) days after such appointment
is initially made, any general assignment for the benefit of creditors, or the commencement of
any proceeding under any bankruptcy or insolvency laws by or against such Party, and such
proceeding is not dismissed within ninety (90) days after the filing thereof.
“Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in
which the Tax Abatement Agreement is executed.
“City” shall mean the City of Coppell, Texas.
“Commencement of Construction” shall mean that: (i) the plans have been prepared and
all approvals thereof and permits with respect thereto required by applicable governmental
authorities have been obtained for construction of the Improvements; (ii) all necessary permits
for the construction of the Improvements on the Land pursuant to the respective plans therefore
having been issued by all applicable governmental authorities; and (iii) grading of the Land or
the construction of the vertical elements of the Improvements has commenced.
“Completion of Construction” shall mean: (i) substantial completion of the
Improvements; and (ii) a final certificate of occupancy has been issued for the Improvements.
“Effective Date” shall mean the last date of execution of this Agreement.
Page 3 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
“Expiration Date” shall mean March 1 of the calendar year following the fifth (5th)
anniversary date of the First Year of Abatement.
“First Year of Abatement” shall mean January 1 of the calendar year immediately
following the date of Completion of Construction.
“Force Majeure” shall mean any contingency or cause beyond the reasonable control of a
Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion,
insurrection, adverse weather, government or de facto governmental action (unless caused by
acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work
stoppages.
“Improvements” shall mean a restaurant containing approximately 4,062 square feet of
space upon Completion of Construction thereof on the Land, and other ancillary facilities such as
reasonably required parking and landscaping more fully described in the submittals filed by Owner
with the City, from time to time, in order to obtain a building permit(s), provided, however, that
“Improvements” shall not include the Land.
“Land” means the real property described in Exhibit “A”.
“Owner” shall mean Coppell Restaurant Group, LP, a Texas limited partnership.
“Premises” shall mean collectively, the Land and Improvements following construction
thereof.
“Related Agreement” shall mean any other agreement by and between the City and the
Owner, its parent company, and any affiliated or related entity owned or controlled by the
Owner, or its parent company.
“Required Use” shall mean the operation of a restaurant open for business serving the
public.
“Taxable Value” means the appraised value as certified by the applicable Appraisal
District (or its successor) as of January 1 of a given year.
Article II
General Provisions
2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which
Land is located within the city limits of the City and within the Zone. Owner intends to construct,
or cause to be constructed, the Improvements on the Land.
2.2 The Premises are not in an improvement project financed by tax increment bonds.
Page 4 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
2.3 This Agreement is entered into subject to the rights of the holders of outstanding
bonds of the City.
2.4 The Premises are not owned or leased by any member of the Coppell City Council
or any member of the Coppell Planning and Zoning Commission.
2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect,
certify in writing to the City that it is in compliance with each term of the Agreement.
2.6 The Land and the Improvements constructed thereon at all times shall be used in the
manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and
(ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of
encouraging development or redevelopment within the Zone.
Article III
Tax Abatement Authorized
3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax
Abatement Guidelines, and approved by resolution of the City Council.
3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable
Value for the Improvements, excluding the Land, is at least Five Hundred Thousand Dollars
($500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each calendar
year thereafter during the term of this Agreement, the City hereby grants Owner an abatement of
seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5)
consecutive years, beginning with the First Year of Abatement. The foregoing percentage of
Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect
will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year
Taxable Value.
3.3 The period of tax abatement herein authorized shall be for a period of five (5)
consecutive years beginning with the First Year of Abatement.
3.4 During the period of tax abatement herein authorized, Owner shall be subject to all
taxation not abated, including but not limited to, sales tax and ad valorem taxation on the Land.
3.5 The term of this Agreement shall begin on the Effective Date and shall continue
until the Expiration Date, unless sooner terminated as provided herein.
Article IV
Improvements
4.1 Owner owns or is under contract to purchase the Land and intends to construct or
cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate
Page 5 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax
abatement for such Parties pursuant to this Agreement.
4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to
this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of
Construction of the Improvements to occur within six (6) months after the Effective Date, and
subject to events of Force Majeure to cause Completion of Construction of the Improvements to
occur on or before December 1, 2013, as good and valuable consideration for this Agreement, and
that all construction of the Improvements will be in accordance with all applicable state and local
laws, codes, and regulations (or valid waiver thereof).
4.3 Construction plans for the Improvements constructed on the Land will be filed with
the City, which shall be deemed to be incorporated by reference herein and made a part hereof for
all purposes.
4.4 Owner agrees to maintain the Improvements during the term of this Agreement in
accordance with all applicable state and local laws, codes, and regulations.
4.5 The City, its agents and employees shall have the right of access to the Premises
during and following construction to inspect the Improvements at reasonable times and with
reasonable notice to Owner, and in accordance with visitor access and security policies of the
Owner, in order to insure that the construction of the Improvements are in accordance with this
Agreement and all applicable state and local laws and regulations (or valid waiver thereof).
Article V
Default: Recapture of Tax Revenue
5.1 In the event: (i) Owner fails to cause Commencement and/or Completion of
Construction of the Improvements in accordance with this Agreement or in accordance with
applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes
owed to the City (provided Owner retains its right to timely and properly protest such taxes or
assessment); (iii) has an event of Bankruptcy or Insolvency; or (iv) breaches any of the terms and
conditions of this Agreement, or a Related Agreement, then Owner, after the expiration of the notice
and cure periods described below, shall be in default of this Agreement. As liquidated damages in
the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all
taxes which otherwise would have been paid by the Owner to the City without benefit of a tax
abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as
determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties
acknowledge that actual damages in the event of default termination would be speculative and
difficult to determine. The Parties further agree that any abated tax, including interest, as a result of
this Agreement, shall be recoverable against the Owner, its successors and assigns and shall
constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City
within thirty (30) days after notice of termination.
Page 6 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
5.2 Upon breach by Owner of any of the obligations under this Agreement, the City
shall notify Owner in writing, which shall have thirty (30) days from receipt of the notice in which
to cure any such default. If the default cannot reasonably be cured within such 30-day period, and
the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such
default, then the City may extend the period in which the default must be cured.
5.3 If the Owner fails to cure the default within the time provided as specified above or,
as such time period may be extended, the City, at its sole option, shall have the right to terminate
this Agreement by providing written notice to the Owner.
5.4 Upon termination of this Agreement by City, all tax abated as a result of this
Agreement, shall become a debt to the City as liquidated damages, and shall become due and
payable not later than thirty (30) days after a notice of termination is provided. The City shall have
all remedies for the collection of the abated tax provided generally in the Tax Code for the
collection of delinquent property tax. The City at its sole discretion has the option to provide a
repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be
based upon the full Taxable Value of the Improvements without tax abatement for the years in
which tax abatement hereunder was received by the Owner, as determined by the Appraisal District,
multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector.
The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence
to accrue after expiration of the thirty (30) day payment period.
Article VI
Annual Application for Tax Exemption
It shall be the responsibility of the Owner, pursuant to the Tax Code, to file an annual
exemption application form for the Improvements with the Chief Appraiser for the Appraisal
District (or its successor) in which the eligible taxable property has situs. A copy of the respective
exemption application shall be submitted to the City upon request.
Article VII
Annual Rendition
The Owner shall annually render the value of the Improvements to the Appraisal District,
and shall provide a copy of the same to the City upon written request.
Article VIII
Miscellaneous
8.1 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
actuall y received if sent by courier or otherwise hand delivered:
Page 7 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
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 Owner, to:
Attn: Steve Cammack/Eric Cates
Coppell Restaurant Group, LP
440 Southwestern Blvd.
Coppell, Texas 75019
8.2 Authorization. This Agreement was authorized by resolution of the City Council
approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the
City.
8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or
word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand,
shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid
section, subsection, paragraph, sentence, phrase or word.
8.4 Governing Law. This Agreement shall be 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.
8.5 Counterparts. This Agreement may be executed in any number of counterparts, each
of which shall be deemed an original and constitute one and the same instrument.
8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties
hereto, superseding all oral or written previous and contemporary agreements between the Parties
and relating to the matters in this Agreement, and except as otherwise provided herein cannot be
modified without written agreement of the Parties to be attached to and made a part of this
Agreement.
8.7 Recitals. The determinations recited and declared in the preambles to this Agreement
are hereby incorporated herein as part of this Agreement.
8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all
purposes wherever reference is made to the same.
Page 8 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
8.9 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 Owner without
the prior written consent of the City Manager.
8.10 Employment of Undocumented Workers. During the term of this Agreement, the
Owner agrees not to knowingly employ any undocumented workers and, if convicted of a
violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein, and
any other funds received by the Owner from the City as of the date of suc h violation within 120
days after the date the Owner is notified by the City of such violation, plus interest at the rate of
six percent (6%) compounded annually from the date of violation until paid.
8.11 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
Owner, 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.
8.12. Conditions Precedent. This Agreement is subject to and conditioned upon the
Owner closing its purchase of the Land and Improvements on or before December 1, 2013.
[Signature page to follow]
Page 9 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
EXECUTED in duplicate originals the ____ day of _______________, 2013.
CITY OF COPPELL, TEXAS
By: ______________________________________
Karen Selbo Hunt, Mayor
Attest:
By: _______________________________________
Christel Pettinos, City Secretary
Agreed as to Form:
By:
City Attorney
EXECUTED in duplicate originals the ____ day of _______________, 2013.
COPPELL RESTAURANT GROUP, LP,
By:
James S. Cammack
Title:
Page 10 Tax Abatement Agreement
City of Coppell and Coppell Restaurant Group, LP (TM 61346)
Exhibit “A”
(Legal Description of Land)
Lot 1R, Block D of the Old Town Addition (0.194 acres)
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1273
File ID: Type: Status: 2013-1273 Agenda Item Passed
1Version: Reference: In Control: Administration
09/16/2013File Created:
09/24/2013Final Action: Coppell Restaurant Group - Economic Development
Agreement
File Name:
Title: Consider approval of an Economic Development Agreement by and between
the City of Coppell and Coppell Restaurant Group, LP, and authorizing the
Mayor to sign.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 12.
Sponsors: Enactment Date:
Economic Development Agreement Memo.pdf,
Economic Development Agreement.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved09/24/2013City Council
Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to Council.
A motion was made by Mayor Pro Tem Billy Faught, seconded by Councilmember Marvin Franklin, to
approve Agenda Items 10-12. The motion passed 6-0 with Councilmember Tim Bracheau absent.
Action Text:
Mayor Pro Tem Billy Faught, Councilmember Bob Mahalik,
Councilmember Wes Mays, Councilmember Gary Roden,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1273
Title
Consider approval of an Economic Development Agreement by and between the City of
Coppell and Coppell Restaurant Group, LP, and authorizing the Mayor to sign.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1273)
Fiscal Impact:
Coppell Restaurant Group, LP will occupy the 4,062 square foot building located at 723 W.
Main Street. This Economic Development Incentive Agreement grants a three year sales tax
rebate for Coppell Restaurant Group, LP. The amount rebated each year will be determined by
the sales volume for that particular year. The rebate schedule is as follows:
Amount of Annual Sales of Taxable Items Percentage Rebated
$750,000 - $1,249,999 30%
$1,250,000 - $1,749,999 40%
$1,750,000 - $2,499,999 50%
$2,500,000 - $3,249,999 60%
$3,250,000 - $3,749,999 70%
$3,750,000 +80%
Staff Recommendation:
Economic Development recommends approval.
Goal Icon:
Business Prosperity
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Clay Phillips, City Manager
Date: September 24, 2013
Reference: Consider approval of an Economic Development Agreement by and between the
City of Coppell and Coppell Restaurant Group, LP, and authorizing the Mayor to
sign.
2030: Business Prosperity
Introduction:
Coppell Restaurant Group, LP is looking to occupy the 4,062 square foot building located at 723 W.
Main Street in Old Town Coppell. A new restaurant concept will fill the space and will be the
second restaurant to open in the Main Street at Coppell development.
Analysis:
This Economic Development Incentive Agreement grants a three year sales tax rebate for Coppell
Restaurant Group, LP. The amount rebated each year will be determined by the sales volume for
that particular year. The rebate schedule is as follows:
Amount of Annual Sales of Taxable
Items Consummated at the
Improvements for the Grant Period
Percentage Rebated for
Annual Grant
$750,000 - $1,249,999 30%
$1,250,000 - $1,749,999 40%
$1,750,000 - $2,499,999 50%
$2,500,000 - $3,249,999 60%
$3,250,000 - $3,749,999 70%
2
Legal Review:
The documents were created by Pete Smith.
Fiscal Impact:
N/A
Recommendation:
Economic Development recommends approval.
Amount of Annual Sales of Taxable
Items Consummated at the
Improvements for the Grant Period
Percentage Rebated for
Annual Grant
$3,750,000 + 80%
Page 1 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
STATE OF TEXAS §
§
COUNTY OF DALLAS §
ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT
This Economic Development Incentive Agreement (“Agreement”) is made by and
between the City of Coppell, Texas (the “City”), and Coppell Restaurant Group, LP, a Texas
limited partnership (“Company”) (each a “Party” and collectively the “Parties”), acting by and
through their respective authorized officers.
W I T N E S S E T H:
WHEREAS, the Company owns or is under contract to purchase approximately 0.194
acres of land located at 723 W. Main Street, Coppell, Texas, being further described in Exhibit
“A” (“Land”), and intends to construct, or cause to be constructed, a restaurant containing
approximately 4,062 square feet of space (hereinafter defined as the “Improvements”) on the Land;
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 52-a of the Texas Constitution and Chapter
380 of the Texas Local Government Code to provide economic development grants to promote
local economic development and to stimulate business and commercial activity in the City; and
WHEREAS, the City has determined that making an economic development grant to the
Company in accordance with this Agreement is in accordance with the City Economic
Development Program and will: (i) further the objectives of the City; (2) benefit the City and the
City’s inhabitants; and (iii) promote local economic development and stimulate business and
commercial activity in the City.
NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions
hereinafter set forth, and other valuable consideration the receipt and sufficiency of which is
hereby acknowledged, the Parties agree as follows:
Article I
Term
This Agreement shall be effective on the last date of execution hereof (“Effective Date”)
and shall continue until the Expiration Date, unless sooner terminated as provided herein.
Page 2 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
Article II
Definitions
Wherever used in this Agreement, the following terms shall have the meanings ascribed
to them:
“Annual Grants” shall mean three (3) annual grants to be paid from the City to the
Company as set forth herein. The amount of each Annual Grant shall be computed by
multiplying the Sales Tax Receipts received by the City for a given Grant Period by the
percentage specified in the schedule in Section 3.1(a), less the administrative fee charged
to the City by the State of Texas for collection of the Sales and Use Taxes pursuant to
Tax Code Section 321.503 or other provision.
“Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s
existence as a going business, insolvency, appointment of receiver for any part of such
Party’s property and such appointment is not terminated within ninety (90) days after
such appointment is initially made, any general assignment for the benefit of creditors, or
the commencement of any proceeding under any bankruptcy or insolvency laws by or
against such Party and such proceeding is not dismissed within ninety (90) days after the
filing thereof; provided, however, “Bankruptcy or Insolvency” shall not include an event
that does not affect the Company’s ability to continue to make the Required Use of the
Improvements and otherwise to meet its obligations under this Agreement.
“City” shall mean the City of Coppell, Texas.
“Commencement Date” shall mean January 1 of the first calendar year
immediately following the date the City issues a certificate of occupancy of the
Improvements for the Company.
“Company” shall mean Coppell Restaurant Group, LP, a Texas limited
partnership.
“Consummated” shall have the same meaning assigned by Texas Tax Code,
Section 321.203, or its successor.
“Expiration Date” shall mean April 1 of the calendar year immediately following
the end of the third (3rd) annual Grant Period.
“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
caused by the intentionally wrongful acts or omissions of the Party), fires, explosions or
floods, strikes, slowdowns or work stoppages.
Page 3 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
“Grant Period” shall mean a calendar year beginning with the calendar year
immediately following the Commencement Date.
“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 or any property or any business owned by Company within the
City.
“Improvements” shall mean a restaurant containing approximately 4,062 square
feet of space upon Completion of Construction thereof on the Land, and other ancillary
facilities such as reasonably required parking and landscaping more fully described in the
submittals filed by Company with the City, from time to time, in order to obtain a building
permit(s), provided, however, that “Improvements” shall not include the Land.
“Payment Request” shall mean a written request from the Company to the City for
payment of the applicable Annual Grant, accompanied by the Sales Tax Certificate for the
applicable Grant Period.
“Related Agreement” shall mean any other agreement by and between the City
and the Company including that certain Tax Abatement Agreement by and between the
City and the Company of approximate date herewith.
“Required Use” shall mean the Company’s continuous ownership and occupancy
of the Improvements and operation of a restaurant open to the public and serving the
citizens of the City.
“Sales and Use Tax” shall mean the one percent (1%) sales and use tax imposed
by the City pursuant to Chapter 321, Texas Tax Code on the sale of Taxable Items by the
Company Consummated in the City at the Leased Premises, for revenues for general City
use.
“Sales Tax Certificate” shall mean one or more confidentiality reports provided by
the State of Texas to the City in accordance with Texas Tax Code, Section 321.3022 (or
other applicable provision of the Texas Tax Code), which lists the amount of Sales and
Use Tax (including any refunds, credits or adjustments) paid to the State of Texas for the
sale of Taxable Items by the Company Consummated at the Improvements, or if such
report is not available, a certificate or other statement, containing such information in a
form provided by the Company reasonably acceptable to the City setting forth the total
sale of Taxable Items Consummated at the Improvements and the Company’s collection
of Sales and Use Tax (including any refunds, credits or adjustments) paid to the State of
Texas, for the sale of Taxable Items by the Company Consummated at the Improvements
Page 4 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
during the applicable Grant Period, and such other information as the City may
reasonably request
“Sales Tax Receipts” shall mean the City’s receipts of Sales and Use Tax from the
State of Texas from the Company’s collection of Sales and Use Tax (it being expressly
understood that the City’s one percent (1%) sales and use tax receipts are being used only
as a measurement for its use of general funds to make a grant for economic development
purposes) as a result of sales of Taxable Items by Company for the applicable Grant
Period Consummated at the Improvements. Sales Tax Receipts include the City’s one
percent (1%) general sales and use tax but do not include the one-half percent (0.5%)
sales and use tax imposed for the benefit of the Coppell Recreation Development
Corporation, pursuant to the Development Corporation Act, Chapters 501-505 of the
Texas Local Government Code, the one-quarter percent (0.25%) sales and use tax
imposed by the City and specifically devoted to street maintenance and repairs, or the
one-quarter percent (0.25%) sales and use tax imposed for the Coppell Crime Control
Special Purpose District.
“State of Texas” shall mean the Office of the Texas Comptroller, or its successor.
“Taxable Items” shall mean both “tangible personal property” and “taxable
services” as those terms are defined by Chapter 151, Texas Tax Code, as amended.
Article III
Economic Development Grant
3.1 Grants. (a) Subject to the Required Use and continued satisfaction of all the terms
and conditions of this Agreement and the obligation of the Company to repay the Grants pursuant
to Article V hereof, the City agrees to provide the Company with three (3) Annual Grants, each in
an amount equal to the percentage according to the schedule set forth below for the applicable
Grant Period. The Annual Grants shall be paid within ninety (90) days after receipt of a Payment
Request following the end of the applicable Grant Period. Each Payment Request shall be
submitted to the City not later than sixty (60) days immediately following the end of the applicable
Grant Period. If the Company fails to timely submit the Payment Request for any applicable
Grant Period the Company shall forfeit the Annual Grant for such Grant Period. For illustration
purposes, assume the Commencement Date is September 15, 2013, in which case the first Grant
Period would begin January 1, 2014 through and including December 31, 2014, and the Payment
Request for the first Grant Period would be submitted to the City by the Company within sixty (60)
days after December 31, 2014. The first Annual Grant would be paid within ninety (90) days after
end of the first Grant Period (April 1, 2015) provided the Company has timely provided the
Payment Request. Further assume that the total sales of Taxable Items for such period is
$1,275,000.00 then the amount of the first Annual Grant shall be equal to forty percent (40%) of the
Sales Tax Receipts for the period beginning January 1, 2014, through and including December 31,
2014.
Page 5 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
Amount of Annual Sales of Taxable
Items Consummated at the
Improvements for the Grant Period
Percentage for Annual Grant
$750,000 - $1,249,999 30%
$1,250,000 - $1,749,999 40%
$1,750,000 - $2,499,999 50%
$2,500,000 - $3,249,999 60%
$3,250,000 - $3,749,999 70%
$3,750,000 + 80%
(b) Adjustment Notification. The Company shall promptly notify the City in writing
of any adjustments found, determined or made by the Company, the State of Texas or by an audit
or other action that results, or will result, in either a refund, repayment or reallocation of Sales
Tax Receipts or the payment of additional Sales and Use Tax or otherwise involving amounts
reported by the Company as subject to this Agreement. Such notification shall also include the
amount of any such adjustment in Sales and Use Tax or Sales Tax Receipts. The Company shall
notify the City in writing within ninety (90) days after receipt of notice of the intent of the State
of Texas to audit the Company, the Company affiliates and/or its customers. Such notification
shall also include the period of such audit or investigation. The provisions of this Section shall
survive termination of this Agreement.
(c) Adjustments. In the event the Company files an amended sales and use tax return,
refund claim, or other report with the State of Texas or if additional Sales and Use Tax is due and
owing by the Company to the State of Texas, as determined or approved by the State of Texas, that
affects Sales Tax Receipts for a previous Grant Period (a “Company Adjustment”), then the Annual
Grant payment for the Grant Period that includes the State of Texas’ final approval of such
Company Adjustment shall be adjusted accordingly (i.e., up or down, depending on the facts). A
reduction in an Annual Grant payment for a Grant Period that includes a final Company
Adjustment is required only to the extent the Company received a prior Annual Grant payment
attributable to Sales Tax Receipts affected by the Company Adjustment. As a condition precedent
to payment of such adjustment, the Company shall provide the City with a copy of any such
amended sales and use tax report or return, and the approval thereof by the State of Texas. Copies
of any amended sales and use tax return or report or notification from the State of Texas that
additional Sales and Use Tax is due and owing by the Company to the State of Texas, as
determined by the State of Texas, affecting Sales Tax Receipts for a previous Grant Period shall be
provided to the City with the Payment Request for the next Grant Period. The provisions of this
Section shall survive termination of this Agreement.
(d) Refunds and Underpayments of Grants. In the event the State of Texas determines
that the City erroneously received Sales Tax Receipts, or that the amount of Sales Tax Receipts
paid to the City exceeds (or is less than) the correct amount of Sales Tax Receipts for a previous
Grant Period, for which the Company has received a Annual Grant, the Company shall, within sixty
(60) days after receipt of notification thereof from the City specifying the amount by which such
Annual Grant exceeded the amount to which the Company was entitled pursuant to such State of
Page 6 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
Texas determination, adjust (up or down, depending on the facts) the amount claimed due for the
Annual Grant payment for the Grant Period immediately following such State of Texas
determination. If the Company does not adjust the amount claimed due for the Annual Grant
payment for the Grant Period immediately following such State of Texas determination the City
may, at its option, adjust the Annual Grant payment for the Grant Period immediately following
such State of Texas determination. If the adjustment results in funds to be paid back to the City, the
Company shall repay such amount to the City within sixty (60) days after receipt of such State of
Texas determination. As a condition precedent to payment of such refund, the City shall provide
Company with a copy of such determination by the State of Texas. The provisions of this Section
shall survive termination of this Agreement.
(e) Grant Payment Termination; Suspension. This payment of Annual Grants shall
terminate on the effective date of determination by the State of Texas or other appropriate agency or
court of competent jurisdiction that the Improvements is not a place of business resulting in Sales
and Use Taxes being due the City from the sale of Taxable Items by the Company at the
Improvements. In the event the State of Texas seeks to invalidate the Improvements as a place of
business where Sales and Use Tax was properly remitted to the State of Texas (the “Comptroller
Challenge”) the payment of Annual Grants by the City hereunder shall be suspended until such
Comptroller Challenge is resolved in whole favorably to the City. In such event, the Company shall
not be required to return or refund Annual Grants previously received from the City provided the
Company is actively defending against and/or contesting the Comptroller Challenge and Company
promptly informs the City in writing of such Company actions and with copies of all documents
and information related thereto. In the event the Comptroller Challenge is not resolved favorably to
the City and/or in the event the State of Texas determines that the Improvements is not a place of
business where the Sales and Use Tax was properly remitted to the State of Texas, and Sales and
Use Tax Receipts previously paid or remitted to the City relating to the Improvements are reversed
and required to be repaid to the State of Texas, then the obligation to pay the Annual Grants shall
terminate and the Company shall refund all Annual Grants received by the Company from the City
that relate to the Comptroller Challenge, which refund shall be paid to the City within forty-five
(45) days of the date that the Comptroller Challenge required the City to repay Sales and Use Tax
Receipts.
3.2 Current Revenue. The Annual Grants made hereunder shall be paid solely from
lawfully available funds that have been appropriated by the City. Under no circumstances shall
the obligations of the City hereunder be deemed to create any debt within the meaning of any
constitutional or statutory provision. The Annual Grants shall be paid solely from annual
appropriations from the general funds of the City or from such other funds of the City as may be
legally set aside for such purpose consistent with Article III, Section 52(a) of the Texas
Constitution.
3.3 Grant Limitations. 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. None of the
obligations of the City under this Agreement shall be pledged or otherwise encumbered by the
Company in favor of any commercial lender and/or similar financial institution.
Page 7 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
3.4 Indemnification. THE COMPANY AGREES TO DEFEND, INDEMNIFY AND
HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY THE
“CITY”) HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE
LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, JUDGMENTS, ATTORNEY FEES,
COSTS, EXPENSES, AND CLAIMS OR DEMANDS BY THE STATE OF TEXAS THAT
THE CITY HAS BEEN ERRONEOUSLY OR OVER-PAID OR INCORRECTLY
ALLOCATED SALES AND USE TAX ATTRIBUTED TO THE SALE OF TAXABLE ITEMS
BY THE COMPANY AT THE IMPROVEMENTS OR IN THE CITY FOR ANY PERIOD
DURING THE TERM OF THIS AGREEMENT OR DURING ANY GRANT PERIOD OR AS
THE RESULT OF THE FAILURE OF THE COMPANY TO MAINTAIN A PLACE OF
BUSINESS AT THE IMPROVEMENTS OR IN THE CITY, OR THE COMPANY
COLLECTION OR PAYMENT OF SALES AND USE TAX ON THE SALE OF NON-
TAXABLE ITEMS, OR AS A RESULT OF ANY ACT OR OMISSION OR BREACH OR
NON-PERFORMANCE BY COMPANY UNDER THIS AGREEMENT (COLLECTIVELY, A
CLAIM) EXCEPT THAT THE INDEMNITY PROVIDED HEREIN SHALL NOT APPLY TO
ANY LIABILITY RESULTING FROM THE ACTIONS OR OMISSIONS OF THE CITY. THE
PROVISIONS OF THIS SECTION 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 BEING
THE INTENTION OF THE PARTIES THAT THE COMPANY SHALL BE RESPONSIBLE
FOR THE REPAYMENT OF ANY ANNUAL GRANTS PAID TO THE COMPANY HEREIN
COMPUTED WITH RESPECT TO SALES AND USE TAX RECEIPTS THAT THE STATE
OF TEXAS HAS DETERMINED WAS ERRONEOUSLY PAID, DISTRIBUTED, OR
ALLOCATED TO THE CITY. THE COMPANY SHALL INDEMNIFY THE CITY AND BE
RESPONSIBLE FOR THE REPAYMENT TO THE CITY OF ANY CLAIM EQUAL TO ANY
INITIAL GRANT AND ANY ANNUAL GRANTS THAT WERE PAID TO THE COMPANY
UNDER THIS AGREEMENT WITH RESPECT TO SALES AND USE TAX RECEIPTS
THAT THE STATE OF TEXAS DETERMINES WITH FINALITY WERE ERRONEOUSLY
PAID, DISTRIBUTED, COLLECTED OR ALLOCATED TO THE CITY. THE PROVISIONS
OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
Article IV
Conditions to Annual Grants
The obligation of the City to pay the Annual Grants shall be conditioned upon the
compliance and satisfaction by the Company of the terms and conditions of this Agreement and
each of the conditions set forth in Article IV.
4.1 Payment Request. The Company shall, as a condition precedent to the payment of
each Annual Grant, timely provide the City with the applicable Payment Request.
4.2 Good Standing. The Company shall not have an uncured breach or default of this
Agreement, or a Related Agreement.
Page 8 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
4.3 Sales Tax Certificate. As a condition to the payment of the Initial Grant and each
Annual Grant hereunder, the City shall have received a Sales Tax Certificate for the applicable
Grant Period for which payment of an Annual Grant is requested. The City shall have no duty to
calculate the Sales Tax Receipts or determine the entitlement of the Company to any Annual
Grant, or pay any Annual Grant during the term of this Agreement until such time as Company
has provided the City a Sales Tax Certificate accompanying a timely Payment Request for the
applicable Grant Period. The City may, but is not required to, provide Company with a form for
the Sales Tax Certificate required herein. At the request of the City, the Company shall provide
such additional documentation as may be reasonably requested by the City to evidence, support
and establish the Sales Tax Receipts (including Sales and Use Tax paid directly to the State of
Texas pursuant to a direct payment permit) received by the City from the State of Texas. The
Sales Tax Certificate accompanying a Payment Request shall, at a minimum, contain or be
accompanied by the following:
(a) A schedule detailing the amount of total sales and the amount of Sales and Use
Tax collected and paid to the State of Texas as a result of the sale of Taxable
Items by Company Consummated at the Improvements for the Grant Period;
(b) A copy of all Sales and Use Tax returns and reports, Sales and Use Tax
prepayment returns, direct payment permits and reports, including amended Sales
and Use Tax returns or reports, filed by Company for the applicable Grant Period
showing the Sales and Use Tax collected (including Sales and Use Tax paid
directly to the State of Texas pursuant to a direct payment certificate) by Company
for the sale of Taxable Items Consummated at the Improvements;
(c) A copy of all direct payment and self-assessment returns, including amended
returns, filed by Company for the applicable Grant Period showing the Sales and
Use Tax paid for the sale of Taxable Items by Company Consummated at the at
the Improvements;
(d) Information concerning any refund or credit received by Company of the Sales
and Use Taxes paid or collected by Company (including any Sales and Use Tax
paid directly to the State of Texas pursuant to a direct payment permit) which has
previously been reported by Company as Sales and Use Tax paid or collected; and
(e) A schedule detailing the total sales of Taxable Items by the Company
Consummated at the Improvements for the applicable Grant Period.
The City agrees to the extent allowed by law to maintain the confidentiality of the Sales Tax
Certificate.
4.4 Required Use. During the term of this Agreement beginning on the Commencement
Date and continuing until the Expiration Date, the Improvements shall not be used for any purpose
Page 9 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
other than the Required Use, and the operation of the Improvements in conformance with the
Required Use shall not cease for more than thirty (30) continuous days except in connection with,
and to the extent of an event of Force Majeure or Casualty.
4.5 Continuous Ownership and Occupancy. The Company shall, beginning on the
Commencement Date and continuing thereafter until the Expiration Date, continuously own and
occupy the Improvements.
Article V
Termination
5.1 Termination. This Agreement shall terminate upon any one of the following:
(a) by written agreement of the Parties;
(b) Expiration Date;
(c) by either Party in the event the other Party breaches any of the terms or
conditions of this Agreement, or a Related Agreement, and such breach is
not cured within thirty (30) days after the nonbreaching Party sends written
notice to the breaching Party of such breach;
(d) by the City, if 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
Company shall become delinquent (provided, however the 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.
5.2 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 refund to the City an amount equal to
the Annual Grant(s) paid by the City to the Company 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 ti me
announced by Citibank, N.A. (or by any other New York money center bank selected by City) as
its prime or base commercial lending rate, from the date on which each respective Annual Grant
is paid by the City until each such Annual Grant is refunded by the Company. The repayment
obligation of Company set forth in this section shall survive termination.
5.3 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
or otherwise and regardless of whether or not the debt due the City has been reduced to judgment
by a court.
Page 10 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
Article VI
Miscellaneous
6.1 Binding Agreement. The terms and conditions of this Agreement are binding
upon the successors and permitted assigns of the Parties hereto. This Agreement may not be
assigned without the express written consent of the City Manager.
6.2 Limitation on Liability. It is understood and agreed between the Parties that the
Company, in satisfying the conditions of this Agreement, has acted independently, and the City
assumes no responsibilities or liabilities to third Parties in connection with these actions. The
Company agrees to indemnify and hold harmless the City from all such claims, suits, and causes
of actions, liabilities and expenses of any nature whatsoever by a third Party arising out of the
Company’s failure to perform its obligations under this Agreement.
6.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms
hereof are not intended to and shall not be deemed to create a partnership or joint venture among
the Parties.
6.4 Authorization. Each Party represents that it has full capacity and authority to
grant all rights and assume all obligations that are granted and assumed under this Agreement.
6.5 Notice. Any notice required or permitted to be delivered hereunder shall be
deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified
mail, return receipt requested, addressed to the Party at the address set forth below or on the day
actually received if sent by courier or otherwise hand delivered.
If intended for City, to:
Attn: City Manager
City of Coppell, 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: Steve Cammack/Eric Cates
Coppell Restaurant Group, LP
440 Southwestern Blvd.
Coppell, Texas 75019
6.6 Entire Agreement. This Agreement is the entire Agreement between the Parties
with respect to the subject matter covered in this Agreement. There is no other collateral oral or
Page 11 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
written Agreement between the Parties that in any manner relates to the subject matter of this
Agreement, except as provided in any Exhibits attached hereto.
6.7 Governing Law. The Agreement shall be governed by the laws of the State of
Texas without regard to any conflict of law rules. Exclusive 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.
6.8 Amendment. This Agreement may only be amended by the mutual written
agreement of the Parties.
6.9 Legal Construction. In the event any one or more of the provisions contained in
this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the
intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal,
invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and
enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or
unenforceable.
6.10 Recitals. The recitals to this Agreement are incorporated herein.
6.11 Counterparts. This Agreement may be executed in counterparts. Each of the
counterparts shall be deemed an original instrument, but all of the counterparts shall constitute
one and the same instrument.
6.12 Survival of Covenants. Any of the representations, warranties, covenants, and
obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period
of time following the termination of this Agreement shall survive termination.
6.13 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 Initial
Grant or Annual 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 of six percent (6%) compounded annually from the date
of violation until paid. The Company is not liable for a violation of this section in relation to any
workers employed by a subsidiary, affiliate, or franchisee of the Company or by a person with
whom the Company contracts.
6.14 Conditions Precedent. This Agreement is expressly subject to and contingent upon
the Company closing its purchase of the Land and Improvements on or before December 1, 2013.
(Signature Page to Follow)
Page 12 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
EXECUTED on this _______ day of _____________________, 2013.
CITY OF COPPELL, TEXAS
By:
Karen Selbo Hunt, Mayor
Attest:
By:
Christel Pettinos, City Secretary
Approved as to Form:
By:
City Attorney
EXECUTED this the _________ day of ______________________, 2013.
COPPELL RESTAURANT GROUP, LP,
By:
James S. Cammack
Title: Chief Executive Officer
Page 13 Economic Development Incentive Agreement
City of Coppell and Coppell Restaurant Group, LP. (TM 61356)
Exhibit “A”
(Legal description of Land)
Lot 1R, Block D of the Old Town Addition (0.194 acres)
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1277
File ID: Type: Status: 2013-1277 Agenda Item Passed
1Version: Reference: In Control: Parks and
Recreation
09/17/2013File Created:
09/24/2013Final Action: Active Network AgreementFile Name:
Title: Consider approval of an Agreement with Active Network for products and
services related to the upgrade, maintenance and continued support for
Recreation Registration Licensed Software, and authorizing the City Manager
to sign.
Notes:
Agenda Date: 09/24/2013
Agenda Number: 13.
Sponsors: Enactment Date:
Memo.pdf, Agreement.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 PassApproved09/24/2013City Council
Presentation: Doug Kratz, Assistant Director of Recreation, made a presentation to Council.
A motion was made by Councilmember Bob Mahalik, seconded by Councilmember Gary Roden, that
this Agenda Item be approved. The motion passed 6-0 with Councilmember Tim Brancheau absent.
Action Text:
Mayor Pro Tem Billy Faught, Councilmember Bob Mahalik,
Councilmember Wes Mays, Councilmember Gary Roden,
Councilmember Marvin Franklin, and Councilmember Aaron Duncan
6Aye:
Text of Legislative File 2013-1277
Title
Consider approval of an Agreement with Active Network for products and services related to
the upgrade, maintenance and continued support for Recreation Registration Licensed
Software, and authorizing the City Manager to sign.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1277)
Fiscal Impact:
Funds have been budgeted in the Recreation Department for this agreement.
Staff Recommendation:
The Parks and Recreation Department recommends approval.
Goal Icon:
Sustainable City Government
Community Wellness and Enrichment
Page 2City of Coppell, Texas Printed on 12/28/2017
1
MEMORANDUM
To: Mayor and City Council
From: Brad Reid, Director of Parks and Recreation
Date: August 23, 2013
Reference: Consider approval of an Agreement with Active Network for products and services
related to the upgrade, maintenance and continued support for Recreation
Registration Licensed Software, and authorizing the City Manager to sign
2030: Sustainable City Government, Excellent and Well Maintained City Infrastructure and
Facilities
Introduction:
The Parks and Recreation Department currently utilizes a software solution for recreation program
registration and revenue accounting called “CLASS”. For a number of reasons, this software is at
the end of its useful life. Not only is the manufacturer planning to eliminate support of the CLASS
software in the very near future, but from a user’s perspective, updated software is needed. The
parent company of CLASS, ACTIVE Network, will be phasing out the CLASS software over the
next three years, and it is being replaced with an upgraded version, called “ACTIVE Net”.
The City of Coppell has been using CLASS registration software since the Aquatic and Recreation
Center opened in 2000, and this type of software has advanced far beyond the functions that staff is
currently able to perform with this outdated technology. The recommendation is that the City move
to the new ACTIVE Net software, which will bring a drastic improvement to our registration
interface and allow better access to relevant information, both for staff and for customers. Because
the ACTIVE Net platform is designed using the latest technology, it is challenging to do a true
“apples to apples” comparison between CLASS and ACTIVE Net. Technology changes quickly, as
do customer demands and expectations for access. ACTIVE Net is designed to adjust to changing
future needs, such as the increasing demand for mobile technology.
Additionally, ACTIVE Net is a fully-hosted solution meaning there are no infrastructure costs,
servers, or IT costs for maintenance, support, and upgrades. With the CLASS system, currently
these costs are absorbed by the City.
2
Analysis:
ACTIVE Net is a fully-hosted solution which means that the City will avoid major investments in
software licenses and servers. This software helps streamline operations, offers significantly
improved service to the community, and encourages community participation. The software
maintenance and technical support are included with the pricing structure. There will be no
additional fees for support and maintenance of the ACTIVE Net system. The infrastructure of
ACTIVE Net is housed in ACTIVE Network’s environment, therefore the manufacturer is
responsible for the security of our data which includes adhering to PCI Compliance regulations for
credit card data security. With the transaction-based pricing model that the city will pay ACTIVE
Net, the upfront costs will be for start-up and consulting services only for a total of approximately
$10,000.00. The ongoing fees and costs of the software, hosting, support, maintenance and credit
card fees will be based on the transactions that are made through the software. These fees are
estimated to be about $89,000.00, based on 2012 Coppell revenues of approximately $2,200,000.00.
Legal Review:
Legal review was made of the proposed agreement by David Dodd.
Fiscal Impact:
The fiscal impact associated with this agenda item after initial costs will depend upon the revenues
that are brought in on the ACTIVE Net software, as the fees are transaction-based. Initial costs for
pre-planning and staff training will be approximately $10,000.00, with per-transaction fees assessed
on an ongoing basis.
Recommendation:
The Department recommends approval of this item.
Last Revised March 28, 2012
s PRODUCTS AND SERVICES AGREEMENT
CUSTOMER INFORMATION
ORGANIZATION FULL
LEGAL NAME:
City of Coppell ADDRESS: 255 PARKWAY BLVD.
COPPELL, TX 75019
CONTACT NAME: Cecilia Gandara TELEPHONE: (972) 304-3692
EMAIL: cgandara@coppelltx.gov FAX:
OVERVIEW OF AGREEMENT
This document (the “Agreement”) consists of this cover page, the General Terms, and the following Schedules and
Exhibits (check all applicable Schedules)
x Schedule A: Hosted Software
n/a Schedule B: Licensed Software; Support and Maintenance
x Schedule C: Third Party Products
x Exhibit 1: Pricing Form
n/a Exhibit 2: Services Exhibit
x Exhibit 3: Maintenance Exhibit
NOTE: If customer is tax exempt, certificate must be provided along with signed contract.
In consideration of the mutual promises and covenants contained in this Agreement, Customer and TAN
hereby agree to be bound by this Agreement. By signing below, Customer acknowledges and confirms that it
has read the General Terms and all attached Schedules and understands that each forms an integral part of
this Agreement.
CUSTOMER THE ACTIVE NETWORK, INC. (“TAN”)
Signature: Signature:
Name: Name:
Title: Title:
Date:
Date:
The Active Network, Inc., 10182 Telesis Court, San Diego, California 92121
Telephone: (858) 964-3801, Fax: (858) 964-3978
GENERAL TERMS
1
GENERAL TERMS: TERMS APPLICABLE TO ALL
PRODUCTS AND SERVICES
1. INTERPRETATION
1.1 Definitions. For the purposes of interpreting this
Agreement, the following terms will have the following
meanings:
(a) “Agreement” means this Products and Services
Agreement, inclusive of all Schedules.
(b) “Concurrent Use” means use at the same moment in
time to access a given server computer (of any kind) owned or
controlled by Customer.
(c) “Customer” means the legal entity other than TAN
entering this Agreement.
(d) “Database Server” means the single server computer
upon which the Enterprise Database is resident.
(e) “Effective Date” means the last date set forth on page
one of this Agreement.
(f) “Enterprise Database” means the MSDE, MS SQL
Server, or Oracle database files containing customer data and
that are accessed by the Licensed Software.
(g) “Hosted Software” means computer code and
programs, in executable code form only, including related data
files, rules, parameters and documentation, which have been
created or licensed by TAN and are identified in the Pricing
Form as licensed (or sublicensed) to Customer by TAN in
connection with this Agreement, and which reside on TAN’s
servers and are accessible by Customer’s staff or Users via the
Internet.
(h) “Internet Client” means a remote device capable of
using the Internet to access selected Licensed Software on the
Internet Server or the Enterprise Database on the Database
Server via the Internet Server.
(i) “Internet Server” means a single server computer used
by Customer which enables access to the Licensed Software
by individuals using an Intranet or the Internet, having a
minimum configuration as set out in hardware specifications
previously described to Customer as applicable to the
Licensed Software to be installed and used upon it.
(j) “IVR Server” means a single server computer used by
Customer for voice-recognition and telephone-based, rather
than computer-based, access to the Enterprise Database by
Customer’s clients, having a minimum configuration as set out
in hardware specifications previously described to Customer
as applicable to the Licensed Software to be installed and used
upon it.
(k) “Licensed Software” means computer code and
programs, in executable code form only, including related data
files, rules, parameters and documentation, which have been
created or licensed by TAN and are identified in the Pricing
Form as licensed (or sublicensed) to Customer by TAN in
connection with this Agreement, and/or which are in the future
provided to Customer by TAN under any circumstances unless
provided under a separate licensing agreement.
(l) “Maintenance” means the provision of error
investigation and repair services as set out in sections 22
through 25, Maintenance Exhibit 3, and the provision of new
Versions and Releases in respect of the Licensed Software all
as more particularly set out in the Support and Maintenance
Handbook.
(m) “Module” means a single module element of Licensed
Software listed in the Pricing Form.
(n) “Online Services” means services, such as Internet
registration, that are enabled by Hosted Software and available
to the public via the Internet.
(o) “Other Services” means Services other than Pre-Agreed
Services acquired by Customer under this Agreement or any
further Professional Services as provided in an agreed
Statement of Work, purchase order, or pricing form.
(p) “Payment Server” means a single server computer used
by Customer to process electronic payments from its clients,
having a minimum configuration as set out in hardware
specifications previously described to Customer as applicable
to the Licensed Software to be installed and used upon it.
(q) “Pre-Agreed Services” means Services which are
expressly listed in the Pricing Form as being acquired
hereunder by Customer.
(r) “Pricing Form” means the itemized pricing form
attached as Exhibit 1 to the Agreement listing the Products
and Services provided by TAN to the Customer under this
Agreement
(s) “Products” means all Licensed Software, Hosted
Software, Third Party Products, and other products (including
documentation) provided to Customer by or on behalf of
TAN.
(t) “Professional Services” means any and all types of
services which TAN provides, to Customer and/or to other
customers of TAN, in the course of TAN’s business, including
but not limited to services relating to the installation,
implementation, optimization, administration, training and
troubleshooting of computers, computer software including
the Licensed Software, computer networks, databases,
internet-related equipment and applications, but expressly
excludes Support and Maintenance. Professional Services
that are not included as part of the Pre-Agreed Services, as
defined above, shall be as set forth in any applicable and
mutually agreed statement(s) of work (each a “Statement of
Work”). Each such Statement of Work shall, upon mutual
agreement by the parties, become part of and incorporated by
reference into this Agreement.
(u) “Related Third Party Documentation” means any end
specifications, manuals, instructions, and other materials, and
any copies of any of the foregoing, in any medium, related to
GENERAL TERMS
2
the Third Party Products and supplied by TAN to Customer
with the Third Party Products.
(v) “Release” means any release, update, patch, set of
revisions, or bug/permanent fix or temporary bypass solution
released by TAN to its customers generally during the term of
this Agreement, which provides enhancements and/or error
corrections to the then-current Version or Release, and where
a new Version has been released and no new Release has been
released since the release of that Version, that Version will
also constitute a Release for the purpose of determining
whether Support or Maintenance is available with respect to
that Version. New Releases will be denoted by an increase to
the version number to the right of the decimal point such as
from Release 1.1 to Release 1.2.
(w) “Services” means all Professional Services, Support and
Maintenance, Online Services, and Other Services provided to
Customer by or on behalf of TAN.
(x) “Software” means the Licensed Software and the
Hosted Software as defined elsewhere in this section.
(y) “Support” means the ongoing telephone, email, web-
based and dial-in support and problem resolution to assist
Customer in the use of the Licensed Software, the Hosted
Software, and Other Services and Products of TAN as set out
in the Support and Maintenance Handbook.
(z) “Support and Maintenance Handbook” means the
documents published by TAN setting out the applicable
service levels, processes, restrictions, and other particulars of
Support and Maintenance provided in respect of the Software
and Other Services and Products of TAN, as amended from
time to time upon notice to Customer.
(aa) “Support and Maintenance Start Date” means, for
implementations performed by TAN, the first day of
implementation of the Licensed Software or 90 days following
the delivery of the Licensed Software, whichever occurs first,
and upon delivery of the Licensed Software for
implementations being performed by the customer or a 3rd
party vendor.
(bb) “System Utilities” includes the following: Accounting
Processes, Central Login, Log File, Copy Database, Maintain
Database, MSDE Tool, Oracle Setup Utility, Query Tool,
System Maintenance, Upgrade Database and View
Components.
(cc) “TAN” means The Active Network as referenced on the
first page of this Agreement.
(dd) “Third Party Products" means those hardware,
firmware and/or software products, provided to TAN by third
parties, listed in the Pricing Form, together with all user
manuals and other documents accompanying the delivery of
the Third Party Products, provided that the Third Party
Products shall not include software developed by TAN.
(ee) “Third Party Products Support” means assistance to
isolate the source of problems and/or to troubleshoot
difficulties resulting from sources other than TAN products or
services, such as general network support (for example
network access, printing, backup & restoration); PC hardware
trouble shooting; PC setup, configuration and optimization;
network operating system configuration and functionality;
basic Microsoft Corporation “Windows” functionality (for
example, using File Manager or Explorer), modem
configuration & setup; data corruption due to lack of disk
space; and loss of supervisor or other password, all as further
set out in the Support and Maintenance Handbook.
(ff) “User” means a person who accesses and uses any of the
Products in any manner whatsoever.
(gg) “Version” means a version of the Licensed Software
providing a particular functionality, while a new Version of
the Licensed Software will provide new/additional
functionality and/or improvements to a previous Version. New
Versions will be denoted by a change to the version number to
the left of the decimal point such as from Version 1.0 to
Version 2.0.
(hh) “Workstation” means a computer attached to a local or
wide-area network (including an Intranet), which accesses the
Licensed Software or Enterprise Database.
1.2 Headings. The headings contained in this Agreement are
inserted for convenience and do not form a part of this
Agreement and are not intended to interpret, define or limit the
scope, extent or intent of this Agreement or any provision
hereof.
2. CHARGES AND PAYMENTS
2.1 Taxes and Other Charges. Customer will pay all
shipping & handling costs and, unless exempted by law and
unless a valid tax exemption certificate has been provided to
TAN prior to invoicing, all applicable sales, use, withholding
and excise taxes, and any other assessments against Customer
in the nature of taxes, duties or charges however designated on
the Services and Products or their license or use, on or
resulting from this Agreement, exclusive of taxes based on the
net income of TAN. Sales and any other applicable taxes,
duties, or any other charges in the nature of taxes and duties
are not included unless specifically identified as line items in
the Pricing Form.
2.2 Currency. Unless otherwise indicated in the Pricing
Form, all prices are in the currency of the country in which the
Customer is located.
2.3 Delivery. Delivery for the Products supplied by TAN
under this Agreement will be deemed to have occurred F.O.B.
origin, which in the case of Licensed Software and/or Hosted
Software will typically be in the form of an email from TAN
providing a FTP (i.e. file transfer protocol) downloadable link.
2.4 Invoices/Payment. TAN will provide invoices to
Customer for all amounts owing by Customer hereunder.
Such invoices are to be provided as indicated in the attached
GENERAL TERMS
3
Schedules or Pricing Form, and subsequently due within 30
days from the date of invoice.
3. CUSTOMER INFORMATION;
CONFIDENTIALITY
3.1 Customer Information. In order to assist TAN in the
successful provision of Services and Products to Customer,
Customer shall provide to TAN all information relating to
Customer’s organization, technology platforms, systems
configurations, and business processes and otherwise relating
to Customer as is reasonably requested by TAN from time to
time.
3.2 Confidential Information.
(a) In the performance of or otherwise in connection with
this Agreement, one party ("Disclosing Party") may disclose
to the other party ("Receiving Party") certain Confidential
Information of the Disclosing Party. "Confidential
Information" means any information of either party, which is
not generally known to the public, whether of a technical,
business or other nature (including, but not necessarily limited
to: trade secrets, know how, computer program source codes,
and information relating to the customers, business plans,
promotional and marketing activities, finances and other
business affairs of such party); provided that the same is
conspicuously marked or otherwise identified as confidential
or proprietary information prior to, upon or promptly after
receipt by the other party; and provided further that the any
software or software application server source code provided
by TAN or its licensors shall be deemed to constitute
Confidential Information without further designation by TAN.
The Receiving Party will treat such Confidential Information
as confidential and proprietary of the Disclosing Party and will
use such Confidential Information solely for the purposes for
which it is provided by the Disclosing Party and will not
disclose such Confidential Information to any third party
(other than a third party under contract whereby that third
party has agreed in writing to keep the Confidential
Information confidential).
(b) Exclusions. The obligations under this paragraph will
not apply to any: (i) use or disclosure of any information
pursuant to the exercise of the Receiving Party's rights under
this Agreement; (ii) information that is now or later becomes
publicly available through no fault of the Receiving Party; (iii)
information that is obtained by the Receiving Party from a
third party authorized to make such disclosure (other than in
connection with this Agreement) without any obligation of
secrecy or confidentiality; (iv) information that is
independently developed by the Receiving Party (e.g., without
reference to any Confidential Information); (v) any disclosure
required by applicable law (e.g., pursuant to applicable
securities laws or legal process), provided that the Receiving
Party will use reasonable efforts to give advance notice to and
cooperate with the Disclosing Party in connection with any
such disclosure; and (vi) any disclosure with the consent of the
Disclosing Party.
4. WARRANTY
Limited Warranty of Software. TAN warrants that when
utilized by Customer in a manner authorized hereunder, the
Software will conform to the functional specifications set out
in the user documentation accompanying the Software for
ninety (90) days from delivery of the Software (“Warranty
Period”). Delivery shall be deemed to have occurred upon
TAN’s email transmission of an FTP link to Customer
permitting download of the Software from TAN’s designated
online site, or where delivered in the form of physical media,
F.O.B. origin. TAN’s sole obligation and liability hereunder
with respect to any failure to so perform will be to use
reasonable efforts to remedy any non-conformity which is
reported to TAN in writing by Customer within that Warranty
Period. In the event TAN is unable to remedy such non-
conformity within a reasonable time using reasonable efforts,
a) in respect to the Licensed Software TAN may refund to
Customer the license fee pertaining to the Licensed Software,
subject to Customer’s return of the Licensed Software, and
this Agreement will be automatically terminated, or b) in
respect to Hosted Software TAN may refund to Customer the
fees paid by the Customer to TAN for Services provided to
implement the Hosted Software, and this Agreement will be
automatically terminated . All warranty service will be
performed at service locations designated by TAN. This
Limited Warranty is void if failure of the Software has
resulted from accident, abuse or misapplication. Any
replacement Software will be warranted for the remainder of
the original warranty period or 30 days, whichever is longer.
5. EXCLUSION OF WARRANTIES AND
LIMITATION OF LIABILITY
5.1 SPECIFIC EXCLUSION OF OTHER
WARRANTIES. THE EXPRESS WARRANTIES SET OUT
IN THIS AGREEMENT ARE IN LIEU OF ALL OTHER
WARRANTIES, AND THERE ARE NO OTHER
WARRANTIES, REPRESENTATIONS, CONDITIONS, OR
GUARANTEES OF ANY KIND WHATSOEVER
APPLICABLE, EITHER EXPRESS OR IMPLIED BY LAW
(IN CONTRACT OR TORT OR OTHERWISE) OR
CUSTOM, INCLUDING, BUT NOT LIMITED TO THOSE
REGARDING MERCHANTABILITY, FITNESS FOR
PURPOSE, DURABILITY, CORRESPONDENCE TO
SAMPLE, TITLE, DESIGN, CONDITION, OR QUALITY.
WITHOUT LIMITING THE ABOVE, TAN DOES NOT
WARRANT THAT ANY PRODUCTS OR SERVICES
PROVIDED HEREUNDER WILL MEET THE
REQUIREMENTS OF CUSTOMER OR THAT THE
OPERATION OF PRODUCTS PROVIDED HEREUNDER
WILL BE FREE FROM INTERRUPTION OR ERRORS.
5.2 RESTRICTIONS ON WARRANTY. TAN HAS NO
OBLIGATION TO REPAIR OR REPLACE PRODUCTS
DAMAGED BY EXTERNAL CAUSE OR THROUGH THE
FAULT OR NEGLIGENCE OF ANY PARTY OTHER
THAN TAN.
GENERAL TERMS
4
5.3 NO INDIRECT DAMAGES. WITHOUT LIMITING
THE GENERALITY OF SECTIONS 5.1 AND 5.4, IN NO
EVENT WILL TAN BE LIABLE TO CUSTOMER OR TO
ANY OTHER PARTY FOR INDIRECT DAMAGES OR
LOSSES (IN CONTRACT OR TORT OR OTHERWISE),
INCLUDING BUT NOT LIMITED TO DAMAGES FOR
LOST PROFITS, LOST SAVINGS, LOST DATA, LOSS OF
USE OF INFORMATION OR SERVICES, OR
INCIDENTAL, CONSEQUENTIAL, OR SPECIAL
DAMAGES.
5.4 LIMITS ON LIABILITY. IF, FOR ANY REASON,
TAN BECOMES LIABLE TO CUSTOMER OR ANY
OTHER PARTY FOR DIRECT OR ANY OTHER
DAMAGES FOR ANY CAUSE WHATSOEVER, AND
REGARDLESS OF THE FORM OF ACTION (IN
CONTRACT OR TORT OR OTHERWISE), THEN:
(a) THE AGGREGATE LIABILITY OF TAN TO
CUSTOMER AND ALL OTHER PARTIES IN
CONNECTION WITH THE PRODUCTS AND THE
SERVICES WILL BE LIMITED TO THE AMOUNT OF
FEES ACTUALLY PAID BY CUSTOMER TO TAN AS
CONSIDERATION FOR THE PRODUCTS AND
SERVICES GIVING RISE TO SUCH CLAIM DURING
THE TWELVE (12) MONTH PERIOD PRECEDING THE
DATE ON WHICH THE CAUSE OF ACTION AROSE;
AND
(b) IN ANY CASE CUSTOMER MAY NOT BRING OR
INITIATE ANY ACTION OR PROCEEDING AGAINST
TAN ARISING OUT OF THIS AGREEMENT OR
RELATING TO ANY PRODUCTS OR SERVICES
PROVIDED HEREUNDER MORE THAN FOUR YEARS
AFTER THE RELEVANT CAUSE OF ACTION HAS
ARISEN.
5.5 SEPARATE ENFORCEABILITY. SECTIONS 5.1
THROUGH 5.4 ARE TO BE CONSTRUED AS SEPARATE
PROVISIONS AND WILL EACH BE INDIVIDUALLY
ENFORCEABLE.
5.6 For the purposes of this Section 5, reference to TAN
shall also include its suppliers and licensors.
6. RESTRICTIONS
6.1 U.S. GOVERNMENT RESTRICTED RIGHTS. The
Products are provided with restricted rights. Use, duplication,
or disclosure by the U.S. Government is subject to restrictions
as set forth in subparagraph (c) (1)(ii) of The Rights in
Technical Data and Computer Software clause at DFARS
252.227-7013, or subparagraphs (c) (1) and (2) of the
Commercial Computer Software - Restricted Rights at 48 CFR
52.227-19, as applicable. The Manufacturer is The Active
Network, Inc., 10182 Telesis Court, San Diego, California,
United States, 92121.
6.2 Export Restrictions. The Products may include
encryption software or other encryption technologies that may
be controlled for import, export, or purposes under the laws
and regulations of the countries and/or territories in which the
Products are used (“Applicable Law”). Customer may not
export, re-export, or assist or facilitate in any manner the
export or re-export of, any portion of the Products, as
determined by Applicable Law under which the Customer
operates: (i) to any country on Canada’s Area Control List;
(ii) to any country subject to UN Security Council embargo or
action; (iii) contrary to Canada’s Export Control List Item
5505; (iv) to countries subject to U.S. economic sanctions and
embargoes; and (v) to persons or entities prohibited from
receiving U.S. exports or U.S.-origin items. Customer hereby
represents and covenants that: (i) to the best of Customer’s
knowledge Customer is eligible to receive the Products under
Applicable Law; (ii) Customer will import, export, or re-
export the Products to, or use the Products in, any country or
territory only in accordance with Applicable Law; and (iii)
Customer will ensure that Customer’s Users use the Products
in accordance with the foregoing restrictions.
6.3 Third Party Software and Open Source Components.
The Software may contain open source components or other
third party software of which the use, modification, and
distribution is governed by license terms (including limitations
of liability) set out in the applicable documentation (paper or
electronic) or read me files.
7. TERMINATION
7.1 Termination. This Agreement will terminate:
(a) at the option of either party if the other party materially
defaults in the performance or observance of any of its
obligations hereunder and fails to remedy the default within 30
days after receiving written notice thereof; and
(b) without limiting (a), at the option of TAN if Customer
breaches section 2 of this Agreement, provided that the right
of termination will be in addition to all other rights and
remedies available to the parties for breach or default by the
other.
7.2 Suspension of Obligations. If either party should
materially default in the performance or observance of any of
its obligations hereunder, then, in addition to all other rights
and remedies available to the non-defaulting party, the non-
defaulting party may suspend performance and observance of
any or all its obligations under this Agreement, without
liability, until the other party’s default is remedied, provided
however that this section will not permit Customer to suspend
its obligation to make any payments due for Products or
Services that are unrelated to any default alleged against TAN.
7.3 Return of Materials. In the event of termination of this
Agreement for any reason whatsoever, Customer will
immediately (i) return to TAN all physical copies of Products
delivered by TAN to Customer or otherwise in Customer’s
possession or control, or (ii) if expressly permitted by TAN,
destroy all physical copies of the Products not returned to
TAN and delete all electronic copies of the Products from its
GENERAL TERMS
5
systems and certify in writing to TAN that such actions have
all been completed.
8. AUDIT AND MONITORING RIGHTS
TAN may, upon a minimum of 24 hours written notice to
Customer, attend upon Customer’s premises and verify that
the Products are being used only as permitted hereby. Such
inspections shall be limited to a maximum of twice per
calendar year, and will be performed only during Customer’s
regular business hours and conducted in a manner as to
minimize, to the extent reasonable, interference with
Customer’s business. Further, TAN may, using automatic
means which do not interfere with the use of the Products by
Customer or Users other than as described in this provision,
monitor at any time usage of the Products by Customer and or
its Users including through monitoring of the number of
copies of any particular Module(s) in Concurrent Use.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Warranty of Title. TAN warrants that it has all rights
necessary to make the grant of license herein by having all
right, title, and interest in and to the Products (other than Third
Party Products) or as licensee of all such rights from the owner
thereof.
9.2 Intellectual Property. TAN and its licensors shall retain
all right, title, and interest in and to the Products and the
results of the Services and to all software, trademarks, service
marks, logos, and trade names and other worldwide
proprietary rights related thereto (“Intellectual Property”).
Customer shall use the Intellectual Property only as provided
by TAN, and shall not alter the Intellectual Property in any
way, or act or permit action in any way that would impair
TAN’s or its licensors’ rights in its Intellectual Property.
Customer acknowledges that its use of the Intellectual
Property shall not create in Customer or any other person any
right, title, or interest in or to such Intellectual Property. Any
goodwill accruing from the use of the Intellectual Property
shall inure solely to the benefit of TAN or its licensors, as
applicable.
9.3 Restrictions. Customer will not any time whether before
or after the termination of this Agreement:
(a) reverse engineer, disassemble, or decompile any
Products or prepare derivative works thereof;
(b) copy, transfer, display, or use the Products except as
expressly authorized in this Agreement or in the applicable
documentation;
(c) disclose, furnish, or make accessible to anyone any
confidential information received from TAN or make any use
thereof other than as expressly permitted under this
Agreement, which confidential information is deemed to
include the source and executable code of the Software and all
related documentation;
(d) contest or do or aid others in contesting or doing
anything which impairs the validity of any proprietary or
intellectual property rights, title, or interest of TAN in and to
any Products; or
(e) obliterate, alter, or remove any proprietary or intellectual
property notices from the Products in physical or electronic
forms.
10. INDEMNIFICATION
(a) Each party (the “Indemnifying Party”) shall defend,
settle, and pay damages (including reasonable attorneys’ fees)
(“Damages”) relating to any third party claim, demand, cause
of action or proceedings (whether threatened, asserted, or
filed) (“Claims”) against the other party hereto (the
“Indemnified Party”) to the extent that such Claim is based
upon the Indemnifying Party’s violation of any applicable law,
rule, or regulation.
(b) TAN agrees to defend, settle, and pay Damages to the
extent that the Software infringes the intellectual property
rights of any third party provided that such Software is used in
accordance with this Agreement. If any Claim that TAN is
obligated to defend, settle, and pay damages to Customer
under this Section 10(b) has occurred or, in TAN's opinion, is
likely to occur, TAN may, at its option and expense either (1)
obtain for Customer the right to continue to use the applicable
Software, (2) replace or modify the Software so it becomes
non-infringing, without materially adversely affecting the
Software’s specified functionality, or (3) if (1) or (2) are not
readily available after using reasonable commercial efforts or,
if neither of the foregoing options is commercially reasonable,
refund a pro-rata portion of the fees paid by Customer based
on its lost use and terminate this Agreement. TAN shall not
be obligated to defend, settle, or pay Damages for any Claims
solely based on: (x) any Customer or third party intellectual
property or software incorporated in or combined with the
Software where in the absence of such incorporated or
combined item, there would not have been infringement, but
excluding any third party software or intellectual property
incorporated into the Software at TAN's discretion; (y)
Software that has been altered or modified by Customer, by
any third party or by TAN at the request of Customer (where
TAN had no discretion as to the implementation of
modifications to the Software or documentation directed by
Customer), where in the absence of such alteration or
modification the Software would not be infringing; or (z) use
of any version of the Software with respect to which TAN has
made available a non-infringing updated, revised or repaired
subsequent version or other applicable update, patch or fix.
(c) Customer agrees to defend, settle, and pay Damages
relating to Claims to the extent based on (i) injury or death to a
person or damage to property resulting from the participation
in an event or activity operated by Customer in connection
with the Products and/or Services; (ii) provision, by Customer,
of materials, products, information, or services as part of
Customer’s obligations hereunder that infringe the intellectual
property rights of any third party provided that such materials,
products, information, or services are used by TAN in
accordance with this Agreement; and/or (iii) brought by a
GENERAL TERMS
6
Third Party Beneficiary that relate to or arise from Customer’s
negligence, wrongdoing, or lack of authority to act on behalf
of such third party.
(d) Indemnification Claims Procedure. Each Party’s
obligations under this Section are conditioned upon (1) prompt
written notice of the existence of a Claim, provided that a
failure of prompt notification shall not relieve the
Indemnifying Party of liability hereunder except to the extent
that defenses to such Claim are materially impaired by such
failure of prompt notification; (2) sole control over the defense
or settlement of such Claim by the Indemnifying Party; and
(3) the provision of assistance by the Indemnified Party at the
Indemnifying Party’s request to the extent reasonably
necessary for the defense of such Claim.
(e) For the purposes of this Section 10, reference to TAN
shall also include its suppliers and licensors.
(f) Notwithstanding the foregoing, Customer shall not be
bound by the terms of this Section 10 to the extent precluded
by applicable law (e.g., sovereign immunity of a governmental
entity).
11. GENERAL
11.1 Entire Agreement. This Agreement, including all
attachments and referenced schedules, constitutes the
complete and exclusive statement of the agreement between
TAN and Customer with respect to the subject matter hereof.
It supersedes and replaces all oral or written RFPs, proposals,
prior agreements, and other prior communications between the
parties concerning the subject matter of this Agreement. This
Agreement may not be modified or altered except by written
instrument duly executed by both parties, except that TAN
may fill future purchase or other orders for further goods or
services available under this Agreement and, if TAN does so,
the provisions of this Agreement will contain the only
commercial terms applicable to such transaction despite such
purchase or other order stating otherwise. Any addendum
attached hereto shall form an integral part of this Agreement
and, in the event of any inconsistency between these General
Terms and any addendum, the provisions of the addendum
shall prevail. Any ‘click-wrap’ agreement, terms of use,
electronic acceptance or other terms and conditions which
attempt to govern the subject matter of this Agreement that
Customer might be required to acknowledge or accept before
using a TAN product are of no force and effect as between
Customer and TAN and are superseded by this Agreement.
11.2 Force Majeure. Dates or times by which either party is
required to perform under this Agreement, excepting the
payment of any fees or charges due hereunder, will be
postponed automatically to the extent that any party is
prevented from meeting them by causes beyond its reasonable
control, provided such party promptly notifies the other
thereof and makes reasonable efforts to perform.
11.3 Notices. All notices and requests in connection with this
Agreement will be given to the respective parties in writing
and will be deemed given as of the first business day of the
notified party following the day the notice is faxed or sent via
overnight courier, providing a hard copy acknowledgment of
such successful faxed notice transmission or evidence of such
couriering, as applicable, is retained. Notice may also be
deposited in the mails, postage pre-paid, certified or
registered, return receipt requested, and addressed to the
parties as indicated on the face of this Agreement or such
other address of which the party gives notice in accordance
herewith, and receipt of any such notice will be deemed to be
effective as of the third business day following such deposit.
11.4 Governing Law. This Agreement shall be governed by
the laws of the State ofTexas, without giving effect to the
conflict of laws provisions thereof. Neither the United Nations
Convention of Contracts for the International Sale of Goods
nor the Uniform Computer Information Transactions Act shall
apply to this Agreement. Any legal action or proceeding
relating to this Agreement shall be instituted only in any state
or federal court inDallas County, Texas.
11.5 Attorney Fees. In any action or suit to enforce any right
or remedy under this Agreement or to interpret any provision
of this Agreement, the prevailing party shall be entitled to
recover its costs, including reasonable attorneys' fees.
11.6 Non-Assignability. Neither party may assign its rights or
obligations arising out of this Agreement without the other
party’s prior written consent, except that TAN may assign this
Agreement to one of its affiliates or in connection with any
sale or security interest involving all or substantially all of its
assets or any other transaction in which more than fifty
percent of its voting securities are transferred.
11.7 Term and Survival. The term of this Agreement shall
commence on the Effective Date set out on the cover page
hereof and shall continue as set forth in Sections 18.1 or 25.1,
as applicable, or until terminated in accordance with Section 7.
Sections 1.1, 5, 7.3, 9.2, 9.3, 10, 11, 29.1, and 29.2 of this
Agreement, along with all unpaid payment obligations, will
survive termination and expiration of this Agreement.
11.8 No Authority to Bind. Neither party shall incur any
obligations for or in the name of the other party, or have the
authority to bind or obligate the other party. Neither party
shall make, issue or authorize any statements (whether oral or
written) in contravention of the foregoing.
11.9 Counterparts. This Agreement may be executed in
separate counterparts and delivered by facsimile or such other
electronic means as are available to the Parties. Such
counterparts taken together shall constitute one and the same
original document.
11.10 Severability. If any provision of this Agreement is
held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and
such provisions shall remain in full force and effect.
11.11 Cooperative Procurement. Upon consent by TAN,
this Agreement may be used for permitted cooperative
GENERAL TERMS
7
procurement by any public or municipal body, entity, agency
or institution. If so authorized, and in order to forego a related
entity RFP or similar competitive bidding process, the
Agreement may be extended to such other entities indicated
above for the procurement of similar products and/or services
provided to Customer herein and at fees in accordance with
the Agreement unless separately negotiated between such
other entities and TAN. Further related entities participating
in a cooperative procurement process shall place their own
orders directly with TAN and will fully and independently
administer their use of the Agreement to include such
contractual as those entities and TAN deem appropriate
without direct administration from the original Customer.
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SCHEDULE A: TERMS APPLICABLE ONLY TO
HOSTED SOFTWARE
12. HOSTED SOFTWARE
12.1 TAN will provide Customer with access to hosted
versions of the Products identified in the Pricing Form and
associated Online Services, and TAN hereby grants to
Customer a limited, non-exclusive, non-transferable license to
use the Hosted Software in accordance with the applicable
documentation.
12.2 Customer elects to receive notifications of free product,
promotional items and giveaways through the TAN program
known as ActiveRewards. TAN will offer the Customer (and
for the purposes of clarification not to Customer’s users
directly) opportunities for free product, promotional items and
giveaways at Customer’s event(s) or facility(ies) as applicable,
the exact manner and type of which will be mutually agreed
upon by Customer and TAN upon Customer’s acceptance of a
particular program.
12.3 Customer understands that some TAN Products may
contain TAN or third party promotions or offers to users and
such offers will be made to individuals on an opt-in basis.
TAN (and any such third party) shall be responsible for
administration and customer service issues on any such offer
or promotion.
13. SUPPORT FOR HOSTED SOFTWARE
TAN will, during all periods in respect of which Customer has
subscribed for Hosted Software, provide Support to Customer
(and, where applicable, directly to users of Customer’s own
services and products who access the Hosted Software) in
accordance with applicable sections of the Support and
Maintenance Handbook.
14. LICENSE AND BRANDING
TAN hereby grants to Customer a limited, non-exclusive, non-
transferable license to display, reproduce, distribute, and
transmit in digital form TAN’s name and logo in connection
with promotion of the Online Services only in the manner
approved of by TAN during the term of this Agreement.
Customer hereby grants to TAN a limited non-transferable
license to use, display, reproduce, distribute, adapt and
transmit in digital or printed form information provided by
Customer relating to its organization, including its name,
trademarks, service marks and logo, in connection with the
implementation and promotion of the Online Services;
provided, however, that such use shall be as necessary to
TAN’s performance under this Agreement. Customer will
make reasonable efforts to encourage adoption of the Online
Services, including displaying TAN’s name and logo or
“Powered by TAN” logo, in the form supplied by TAN from
time to time and in a manner approved by TAN, acting
reasonably, in any medium used by Customer to promote its
programs or services to prospective participants.
15. INFORMATION COLLECTION
TAN may collect certain information from individuals as part
of a registration process. Customer may login to TAN’s data
management system to access this information. Customer is
responsible for the security of its login information and for the
use or misuse of such information by users authorized by
Customer to use the Software and Services. Customer will
immediately notify TAN in writing if any such users are no
longer authorized. Both parties agree to use the collected
information in compliance with (i) all applicable laws, rules
and regulations, including, without limitation, those governing
online privacy and use of credit card data (i.e. using credit
card information only for purposes authorized by the
cardholder); (ii) applicable Payment Card Industry Data
Security Standards; and (iii) TAN’s privacy policy as
published on its website.
16. FEES FOR HOSTED SOFTWARE
16.1 Transaction fees.
(a) Customer shall pay to TAN the Hosted Software service
fees (“Service Charge(s)”) as set out in the Pricing Form
(b) In cases where TAN’s banking or financial partners or
similar service providers impose changes in processing costs
payable by TAN, TAN reserves the right to modify Service
Charges. TAN shall notify Customer at least ninety (90) days
in advance of any such changes. Customer agrees to such
changes unless Customer provides TAN with written objection
to such charges within thirty (30) days from the date such
change is implemented. In the event Customer notifies TAN
of its objection to the changes as noted above, Customer’s sole
remedy shall be to immediately terminate the Agreement as
applied to the Hosted Software, subject to payment of any fees
due prior to such notice of termination.
(c) TAN will be responsible for collecting all payments
processed through the Online Services and all Service Charges
assessed by TAN. All payments are Customer’s exclusive
property and will be sent to Customer twice a month (or as
otherwise indicated in the Pricing Form) while Service
Charges shall be retained by TAN.
GENERAL TERMS
8
(d) If Customer enters transactions at fee amounts less than
those actually charged to Customer’s Users, thus reducing or
avoiding applicable Service Charges, such action shall
constitute a material breach of this Agreement.
(e) TAN shall not be responsible for processing or making
any refunds. In the event Customer initiates a refund, a fee
may be charged by TAN to Customer as set out in the Pricing
Form. TAN may set off against user fees collected by TAN to
the amount of any credit card charge backs and associated fees
applicable to user transactions and to reimburse itself for any
overdue fees owed to TAN by Customer. To the extent that
such funds are not available for set off, Customer shall
promptly reimburse TAN for any deficiency.
16.2 Subscription fees.
Customer shall pay to TAN the Hosted Software subscription
fees (“Subscription Fees”) if set out in the Pricing Form and
for the term of this Agreement established in Section 18
below. Customer will be invoiced for their first year
Subscription Fees upon the first live operational use of the
Hosted Software (“Go-Live Date”), with subsequent annual
Subscription Fees being invoiced upon each anniversary of
Go-Live Date. Payment will be made Net 30 days from
invoice date.
17. EXCLUSIVITY FOR HOSTED SOFTWARE
TAN will, during all periods for which Customer has
subscribed for Hosted Software, be the sole and exclusive
provider to Customer of the Hosted Software and Online
Services, or any products or services substantially similar
thereto, for the part of Customer’s organization utilizing the
Hosted Software and Online Services.
18. TERM FOR HOSTED SOFTWARE
Unless otherwise provided in the Pricing Form, TAN shall
provide to Customer, and Customer shall license from TAN,
the Hosted Software commencing on the Effective Date of this
Agreement, and remaining in full force for a period of three
(3) years from the Go-Live Date of the Hosted Software (the
“Initial Term”), with automatic renewals for three (3) year
terms (each a “Renewal Term”) thereafter until either party
gives written notice to terminate the Hosted Software no less
than twelve (12) months prior to the end of the Initial Term or
Renewal Term, as applicable.
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SCHEDULE B: TERMS APPLICABLE ONLY TO
LICENSED SOFTWARE AND ASSOCIATED SUPPORT
AND MAINTENANCE SERVICES
19. ACCESS TO SYSTEM AND OTHER CUSTOMER
OBLIGATIONS
19.1 Access. Customer will provide, at no cost to TAN:
(a) subject to the security requirements of Customer, 24 hour
access to Customer's system via either an always-available
telephone circuit or an always available internet connection to
enable TAN or its designated representative to perform any of
the obligations placed upon TAN by this Agreement; and
(b) subject to the security requirements of Customer, remote
dial up/internet access methods approved by TAN to allow
TAN to remotely diagnose and correct errors in the Licensed
Software and provide other Services.
19.2 Customer Obligations. Without limiting any of
Customer’s other obligations under this Agreement, Customer
will:
(a) use its best efforts to upgrade to any new Release or
Version of the Licensed Software as soon as possible after
becoming aware of its availability;
(b) ensure that at all times at least one current staff person of
Customer has been fully trained on the Licensed Software; and
(c) designate by written notice a single site and single person
as the point of contact for telephone or other contact, which
site and/or person Customer may change upon 14 days prior
notice to TAN.
20. GRANT OF LICENSES AND LIMITATIONS
THEREON
20.1 TAN hereby grants to Customer a non-exclusive and
non-transferable right and license, subject to this Agreement,
to install and/or use the Licensed Software, in the manner and
for the term stated in the Pricing Form (Exhibit 1) and TAN
provided and related written user documentation as follows:
(a) Workstation-Based Modules. In respect of each
Workstation-based core Module and each Workstation-based
add-on Module, Customer may install and use each Module on
Workstations to access the Enterprise Database on the
Database Server, provided that the number of copies of any
particular Module in use does not exceed the number of
licenses granted to Customer therefore as set out in the Pricing
Form.
(b) Server-based Add-on Modules. Customer may install
and use each server-based Module on as many Workstations
as is desired by Customer, and Customer may use and permit
use of such Modules by its clients, all without limit to the
number of Users or transactions which simultaneously use any
such Module, provided however that:
(i) in respect of each TeleReg & Voice Server Module,
Customer may install one copy of each Module on
one IVR Server, provided that the number of copies
of any particular Module in use does not exceed the
number of licenses granted to Customer therefore as
set out in the Pricing Form, and all such Modules
together may be in Concurrent Use not to exceed the
number of licenses granted to Customer for TeleReg
Lines Modules as set out in the Pricing Form; and
(ii) in respect of each Payment Server Module, such
Modules may be in Concurrent Use not to exceed the
GENERAL TERMS
9
number of licenses granted to Customer for Point of
Sale Modules as set out in the Pricing Form.
(c) Server-based On-line (Internet) Modules. In respect of
each Server-based On-line (Internet) Module, Customer may:
(i) install one copy of each Module on one Internet
server, provided that the number of copies of the
Module in use does not exceed the number of
licenses granted to Customer therefore as set out in
the Pricing Form; and
(ii) subject to 20(d), permit Users to access and use such
Modules to access the Database Server via Internet
Clients connecting via a licensed Internet Server, and
all such Modules together may be in Concurrent Use
not to exceed the number of licenses granted to
Customer for Online Client Access Modules as set
out in the Pricing Form multiplied by twenty-five
(25).
(d) Cumulative Workstation-based Modules. In respect of
each Cumulative Workstation-based Module, Customer may:
(i) install one copy of each Module on a single
Workstation for each license granted to Customer
therefore as set out in the Pricing Form; and
(ii) permit Users using such licensed Workstation(s) to
use such Module(s) provided, for greater certainty,
that the Modules may be in Concurrent Use not to
exceed the number of licenses granted to Customer
therefore as set out in the Pricing Form.
(e) Customer hereby acknowledges that the mechanism
utilized by the Licensed Software to control the number of
Users or Online Client Access which can simultaneously
access and use Server-based On-line (Internet) Modules is
based upon the number of Users who have at any time logged
into Customer’s computer network using their passwords,
such that any User so logged into such network in a manner
that would automatically enable the User to access and use
such Modules will reduce by one the number of Users able to
simultaneously access those Modules, regardless of whether or
not such User is in fact accessing or using any such Module.
Customer hereby waives any claim, and releases TAN from
any such claim and from any losses or damages Customer
suffers in relation thereto, in connection with the inability of
Users to simultaneously access such Modules where such
inability is the result of inactive logged-in Users absorbing
available login access.
20.2 Additional Copies. Customer will not make any copies
of the Licensed Software except as necessary for the
installation permitted hereby and except for:
(a) copies of each Module licensed hereunder for training
and testing purposes, and
(b) for backup purposes, provided that all electronic copies
made include screen displays of TAN's proprietary or
intellectual property notices as recorded on the original copy
provided by TAN and Customer affixes a label to each disk,
reel, or other housing for the medium on which each physical
copy is recorded setting out the same proprietary and
intellectual property notices as appear on the unit of Licensed
Software from which the copy is made in the same manner as
those notices appear on that original copy.
21. LICENSED SOFTWARE FEES
21.1 In respect of each Module, Customer shall pay to TAN
all applicable Licensed Software fees listed in the Pricing
Form upon delivery (as defined in Section 2.3) of the Licensed
Software.
22. MAINTENANCE SERVICES
22.1 TAN will develop new Releases and new Versions of
Licensed Software in accordance with the procedures and
other particulars set out in the Support and Maintenance
Handbook attached as Exhibit 3.
22.2 Provided that Customer continues to subscribe for
Support and Maintenance in respect of a particular Licensed
Software Product, TAN will provide to Customer, either in
physical form by mail or courier or in electronic form via the
Internet, new Releases and Versions (and appropriate
documentation) for such Licensed Software Products on a
when-and-if-available basis.
23. EXCLUDED SUPPLIES AND SERVICES
Without limitation, the following supplies and services are
excluded from Support and Maintenance:
(a) Services which are required to remedy problems that
stem from changes to or defects in system configuration upon
which the Licensed Software was initially installed;
(b) Services which are required to remedy problems which
do not stem from any defect in Licensed Software;
(c) Services which are required to remedy problems caused
by lack of training of Customer’s personnel or improper
treatment or use of the Licensed Software;
(d) Full report customization service;
(e) Any and all hardware support, maintenance or
troubleshooting issues, except as described in section 28
regardless of the source of such hardware.
24. FEES FOR SUPPORT AND MAINTENANCE
24.1 Support and Maintenance services begin for all Licensed
Software listed in the Pricing Form on the Support and
Maintenance Start Date. The cost for Support and
Maintenance services is payable annually in advance and is
due in its entirety thirty (30) days from date of TAN’s
delivered invoice. Customer may elect to specify a preferred
alternate Support Renewal Date by so notifying TAN in
writing. If an alternate preferred Support Renewal Date is
GENERAL TERMS
10
specified, the cost of Support and Maintenance will be
prorated from the anniversary of the Support and Maintenance
Start Date to the specified Support Renewal Date. Thereafter,
the Support and Maintenance fee is payable in advance on
every annual anniversary of the Support and Maintenance
Start Date or, if there is a Support Renewal Date, every
anniversary of the Support Renewal Date (the applicable
anniversary being the “Support Renewal Date”). TAN will
provide invoices to Customer for all such amounts, such
invoices due on the later of (a) the Support and Maintenance
Start Date or applicable Support Renewal Date, as applicable,
and (b) 30 days from the date of the invoice.
24.2 For the first year of this Agreement commencing with the
Effective Date, Support and Maintenance pricing shall be
equal to twenty-five percent (25%) of the gross software
license fees. Support and Maintenance pricing for all
successive years shall be equal to twenty-five percent (25%)
of the gross software license pricing charged by TAN for
equivalent software as of the date of each such renewal year,
provided, however, that any increase in TAN’s annual Support
and Maintenance pricing for any renewal year shall not exceed
ten percent (10%) of the renewal fees charged in the prior
year. Any additional software licensed to Customer by TAN
will increase the total gross software license fees upon which
Maintenance and Support pricing is based. TAN will provide
invoices to Customer for renewal fees up to 60 days prior to
expiration of each term.
24.3 The Support and Maintenance fees identified in the
Pricing Form are applicable only upon the date of entry into
this Agreement, and are subject to change thereafter in
accordance with this Agreement’s terms.
24.4 In consideration of the Support and Maintenance
provided hereunder, Customer agrees to pay TAN the fees
described in the Pricing Form, as modified explicitly pursuant
to this Agreement. In the event Customer requires Support and
Maintenance for additional Licensed Software, Customer
agrees to pay TAN the additional Support and Maintenance
fees applicable based upon the fees then in effect, prorated
from the date of agreement to acquire such services to the
Support Renewal Date.
24.5 Unless the Pricing Form indicates otherwise, the fees
charged hereunder are applicable to Support and Maintenance
of Licensed Software used with respect to only a single
database of Customer data. If Customer, after entering this
Agreement, places in service one or more additional databases
to be used in relation to the Licensed Software, then for each
such additional database, an additional 25% of all gross
Licensed Software fees due, exclusive of such extra database
fees, will be payable hereunder for Support and Maintenance.
Customer will notify TAN as soon as reasonably possible of
the installation or use of any such additional database(s).
24.6 TAN may terminate and suspend performance of all
Support and Maintenance if Customer fails to pay any past
due TAN invoice within 30 days of written notice of such
failure, in the event of any other material breach by Customer
which remains uncured 30 days after notice thereof or if any
of the Licensed Software ceases to be subject of a valid
Software License Agreement.
24.7 If at any time after Customer has initially licensed any of
the Licensed Software from TAN, Customer’s right to receive
Support and Maintenance, or comparable services, from TAN
under this Agreement or a comparable agreement has lapsed
for any reason whatsoever, voluntarily or otherwise, and
Customer wishes to receive Support and Maintenance from
TAN, Customer will pay to TAN, prior to re-instatement of
Support and Maintenance services:
(a) a reinstatement fee equal to the greater of 50% of the
current annual support fee or the sum of the unpaid support
fees that would have been payable hereunder had this
Agreement been in force during the time in which Support and
Maintenance rights had so lapsed to the date of reinstatement,
and
(b) at least one additional year of Support and Maintenance
from the date of reinstatement.
25. TERM FOR SUPPORT AND MAINTENANCE
25.1 Term. TAN shall provide to Customer, and Customer
shall purchase from TAN, Support and Maintenance for a
period commencing on the Support and Maintenance Start
Date and, subject to termination as provided herein,
continuing until the following Support Renewal Date or
anniversary of the Support and Maintenance Start Date, with
automatic renewals for one (1) year terms thereafter until
either party gives written notice to terminate Support and the
Maintenance no less than ninety (90) days prior to the end of
the then-current term, provided however that the fees payable
in respect of the Services and the Products may be revised by
TAN in accordance with this Agreement.
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SCHEDULE C: TERMS APPLICABLE ONLY TO
THIRD PARTY PRODUCTS AND SERVICES
26. PURCHASE AND SALE; DELIVERY
26.1 Purchase Commitment and Price. TAN hereby agrees
to sell to Customer, and Customer hereby agrees to purchase
from TAN, the Third Party Products listed in the Pricing Form
in the volumes and at the prices described therein.
26.2 Delivery. TAN will ship all or any part of the Third
Party Products to Customer as soon as reasonably practicable
(or, if the below-described purchase order documentation does
not seek immediate shipping, at the time TAN considers
reasonable in order to meet the desired delivery date
described) after receipt by TAN of a purchase order from
Customer specifying the particular Third Party Products
sought, the number of such Third Party Products sought, the
price payable therefore, and the desired date and location of
delivery thereof. Any such purchase order must, at a
minimum, reference quantity, description and price.
GENERAL TERMS
11
26.3 Changes by Customer to Delivery Schedule.
Following delivery by Customer of any purchase order
documentation described in section 26.2, no changes by
Customer to the shipment schedule described therein will be
permitted unless TAN is notified thereof in writing at least
ninety (90) days in advance of the delivery date sought in such
purchase order documentation.
26.4 Acceptance of Purchase Orders. Purchase orders
delivered by Customer to TAN in respect of Third Party
Products are not binding upon TAN until accepted by TAN in
writing. In any case, despite any indication to the contrary
contained in any such purchase order documentation, no terms
or conditions on purchase order documentation issued by
Customer, other than the information required by TAN as set
forth expressly in this Agreement, will be binding upon TAN,
nor will any such terms or conditions modify or supplement
this Agreement in any way, notwithstanding the fact that TAN
may accept or otherwise approve such purchase orders. TAN
reserves the right to refuse any such purchase order for any
reason not contrary to this Agreement, including without
limitation pricing differences as described in section 27.2.
26.5 Additional Third Party Products. Customer may
purchase Third Party Products in addition to those listed in the
Pricing Form by issuing additional purchase order
documentation as described herein, provided that the supply
(or non-supply) of such additional Third Party Products will
be subject to this Agreement as though such additional Third
Party Products had been included in the Pricing Form on the
date of execution of Pricing Form subject to the following:
(a) the price for such additional Third Party Products is
subject to agreement between the parties each in their own
absolute discretion, and
(b) TAN shall have the right to discontinue delivery of such
additional Third Party Products upon at least ninety (90) days
written notice to Customer without any liability to Customer
whatsoever for such discontinuance.
27. CHARGES AND PAYMENTS
27.1 Prices. The pricing applicable to Third Party Products is
as set out in the Pricing Form in the form finally agreed to by
the Parties.
27.2 Pricing Variability. Customer acknowledges that:
(a) the prices described in Pricing Form are applicable for
six (6) months after the date of execution hereof, and such
prices are based upon Customer taking delivery of the full
number of any particular Third Party Product listed in Pricing
Form in a single shipment; and
(b) Customer hereby agrees that after the expiry of such
initial six-month period or, in case of Customer seeking, in a
particular shipment, delivery of less than all of the Third Party
Products of a particular type listed Pricing Form, the actual
prices may be higher. Prior to shipment of any Third Party
Products that would be subject to pricing that differs from that
described in the Pricing Form, TAN will notify Customer of
any such different pricing and Customer will accept such
different pricing, as mutually agreed between Customer and
TAN, in writing.
28. SUPPORT FOR THIRD PARTY PRODUCTS
For the purpose of isolating support issues and responsibility
in respect of Third Party Products and their interaction with
any Products, TAN will provide initial first-tier support, to a
maximum of fifteen (15) minutes per support inquiry, for
Third Party Products, as further specified in the Support and
Maintenance Handbook.
29. PROPRIETARY RIGHTS
29.1 Third Party Proprietary Rights and Indemnity by
Customer. Customer acknowledges that any Third Party
Products supplied by TAN hereunder are supplied by TAN as
a reseller thereof and that the Third Party Products are subject
to the intellectual property rights of the various third party
developers and/or manufacturers thereof, as applicable,
including without limitation copyright, trade secret, trademark,
and patent rights. Customer will maintain in confidence and
not use or disclose any and all confidential business or
technical information connected with any Third Party Product
except as specifically permitted by a party having legal control
of such rights, and Customer will defend or settle any claim
made or any suit or proceeding brought against TAN insofar
as such claim, suit, or proceeding is based on an allegation that
any Third Party Product provided to Customer hereunder has
been installed, used, or otherwise treated by Customer or any
client or customer of Customer in violation of the proprietary
rights of any third party or on an allegation that Customer or
any client or customer of Customer has disclosed or used any
confidential business or technical information connected with
any Third Party Product, provided that TAN will notify
Customer in writing promptly after the claim, suit, or
proceeding is known to TAN and will give Customer such
information and assistance as is reasonable in the
circumstances. Customer will have sole authority to defend or
settle any such claim at Customer’s expense. Customer will
indemnify and hold TAN harmless from and against any and
all such claims and will pay all damages and costs finally
agreed to be paid in settlement of such claim, suit or
proceeding.
29.2 Third Party Products which are Software. Customer
acknowledges that the possession, installation and use of all
Third Party Products which are software shall be governed by
the terms of the software license(s) of the persons other than
TAN who possess the rights to control such possession,
installation and use.
30. WARRANTY
30.1 Warranty. TAN warrants to Customer that TAN has the
right to deliver the Third Party Products subject to any
documentation accompanying such Third Party Products at the
time of delivery and/or any licensing mechanisms, physical,
GENERAL TERMS
12
electronic or otherwise, included in any Third Party Products
that are software.
30.2 Warranties Provided by Third Party Suppliers. Third
Party Products are warranted by the manufacturers thereof in
accordance with the warranty statements accompanying
delivery of the Third Party Products, and Customer agrees that
Customer will rely solely on such Third Party Product
warranties and Customer shall make no claim against TAN on
account of any warranty, express or implied, which may apply
to any Third Party Product.
GENERAL TERMS
1
EXHIBIT 1
PRICING FORM
GENERAL TERMS
2
GENERAL TERMS
3
EXHIBIT 2
SERVICES EXHIBIT
INTENTIONALLY LEFT BLANK
GENERAL TERMS
4
EXHIBIT 3
MAINTENANCE EXHIBIT
s SUPPORT AND MAINTENANCE HANDBOOK
ANNUAL SUPPORT AND MAINTENANCE
The following supplies and services are included in Support and Maintenance:
• Unlimited technical support between 5:00am and 6:00pm Pacific Time, Monday through Friday via
o Web Portal: http://customerportal.activenetwork.com
o Telephone: 800.663.4991
o Email: Support email list - http://www.activenetwork.com/information/support.htm
• Unlimited phone support for System Down issues on a 24 hours x 7 days a week basis, with the following
provisions:
o If self-hosted, the site must have remote access and Internet email capability for extended support
hours
o Support calls placed during extended support hours must be placed by an authorized contact
person
o The type of support call is an urgent issue that includes site down, revenue impacting, or customer
facing issues that have no reasonable work-around.
• Access to the Active Network’s secure customer care web portal, discussion forums, knowledgebase and
online training materials
• Regular documentation and communication
• Support also includes, if such assistance can be provided in 15 minutes or less:
o Assistance troubleshooting Third Party products i.e. Crystal Reports, Citrix client
o Assistance to isolate and/or troubleshoot difficulties resulting from sources other than Active
Network products and services, such as:
General network/internet support i.e. network access, printing, internet access
PC hardware troubleshooting
PC setup, configuration and optimization
Network operating system configuration and functionality
Basic Microsoft Windows functionality (i.e. Windows Explorer or Internet Explorer)
Loss of supervisor or other password
ANNUAL SUPPORT AND MAINTENANCE
The following supplies and services are included in Support and Maintenance for non-hosted customers:
• New releases and version of the software and free assistant in planning upgrades
GENERAL TERMS
5
ANNUAL SUPPORT AND MAINTENANCE FOR HOSTED CUSTOMERS
The following supplies and services are included in Support and Maintenance:
• Installation of new software releases
• Monitoring of connectivity and critical functionality at all times (24hr x 365 days/year) by highly skilled
personnel using an extensive series of automated probes from multiple locations
• Response to site-down/critical issues within one hour, with reasonable efforts to advise your organization
of the current status and expected resolution time
• Service agreements between The Active Network and critical vendors essential to the continuing successful
operation of the hosted environment
• Scheduled maintenance to increase performance, fix defects or update applications, with reasonable efforts
to notify your organization of scheduled maintenance times and potential impacts to service
• Urgent maintenance (done to correct network, hardware or software issues that are likely to cause
significant service disruption and that require immediate action), which may temporarily degrade service or
cause outages. The Active Network may undertake urgent maintenance at any time deemed necessary and
shall provide status updates to your organization as soon as possible.
SUPPORT ISSUE PRIORITIES AND TIMELINES
TICKET RESOLUTION TARGETS
• New support incidents are assigned one of the following levels, each with its respective standard ticket
resolution target:
Call
Priority Level Description Standard
Completion Target
Priority 1 Fatal issues that result in the customer’s inability to fulfill
critical business functions (i.e. those pertaining to core
functionality such as processing registrations, memberships,
rentals) and that have no reasonable work-around
1 business Day
Priority 2 Serious issues significantly impacting use of the system but
do not prevent core functions from being fulfilled
2 business day
Priority 3 All other issues, except those classified as D (Low); i.e. how-
to questions, reporting/reconciliation issues
3 business days
Priority 4 Issues that are not time-sensitive or may be undertaken as
customer service initiatives outside the scope of this
Agreement
None
Guaranteed
Uptime
For Hosted Customers 99%
GENERAL TERMS
6
SERVICES NOT INCLUDED
The following supplies and services are excluded from Support and Maintenance:
• Services which are required to remedy problems that stem from changes to or defects in system
configuration upon which the software was originally installed
• Services which are required to remedy problems which do not stem from any defect in the software
• Services which are required to remedy problems caused by lack of training of the customer’s personnel
• Improper treatment or use of the software
• Onsite or remote training services
• Full report customization service
• Database-specific services or assistance
RESTRICTIONS
The following actions will void the support and maintenance portion of the Active contract:
• The use of any other application that modifies data in the database with the exception of approved API’s
from the Active Network
• The use or creation of any other application that competes with or replaces a module that is offered by the
Active Network to work with either the application or the application’s database
GENERAL TERMS
7
HOLIDAY HOURS (US AND CANADA)
Holiday Open with
reduced staff Closed
New Year’s Day (January 1st) ✓
Martin Luther King Day (3rd Monday in January) ✓
President’s Day (3rd Monday in February) ✓
Good Friday (Friday before Easter) ✓
Victoria Day (3rd Monday in May) ✓
Memorial Day (Last Monday in May) ✓
Canada Day (July 1st) ✓
Independence Day (July 4th) ✓
Civic holiday (1st Monday in August) ✓
Labor Day (1st Monday in September) ✓
Canadian Thanksgiving/Columbus Day (2nd Monday in October) ✓
Remembrance Day/Veteran’s Day (November 11th) ✓
US Thanksgiving (4th Thursday in November) ✓
Day after US Thanksgiving (4th Friday in November) ✓
Christmas Day (Dec. 25th) ✓
Boxing Day (December 26th) ✓
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1280
File ID: Type: Status: 2013-1280 Agenda Item City Manager
Reports
1Version: Reference: In Control: City Secretary
09/17/2013File Created:
09/24/2013Final Action: City Manager's ReportFile Name:
Title: Project Updates and Future Agendas.
Notes:
Agenda Date: 09/24/2013
Agenda Number:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/24/2013City Council
Deputy City Manager Mike Land reminded City Council that a Joint Meeting will be held on September
26th with CISD Board of Trustees and City Council at the Grapevine Springs Senior and Community
Center. Market Street will be catering the meal.
Action Text:
Text of Legislative File 2013-1280
Title
Project Updates and Future Agendas.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1280)
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2013-1278
File ID: Type: Status: 2013-1278 Agenda Item Mayor and Council
Reports
1Version: Reference: In Control: City Secretary
09/17/2013File Created:
09/24/2013Final Action: Mayor and Council ReportsFile Name:
Title: A.Report by Mayor Hunt regarding the Plaza Music Series.
B.Report by Councilmember Mays regarding the TML Regional Meeting.
Notes:
Agenda Date: 09/24/2013
Agenda Number:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/24/2013City Council
Mayor Hunt reported that Saturday, September 28th is the last performance for the Plaza Music
Series. Bubba Hernandez (Variety - Worldly Latin Rock) will be the performer. Kona Ice will be on site
selling snow cones and the Parks and Recreation Department will be giving away free popcorn. The
concert is free from 7pm – 9pm.
Councilmember Mays reported on the TML Region 13 business meeting held on September 13th at
the Lone Star Park in Grand Prairie. Bennett Sandlin, TML Executive Director, provided an overview of
the recent Legislative Session and the various impacts to local governments, including water
resources and transportation. Steven H. Weller, attorney with Bickenstaff Heath Delgado Acosta LLP,
provided insight into municipality annexation of unincorporated areas or extra-territorial jurisdictions.
Finally, the election of officers for 2014 was conducted.
Action Text:
Text of Legislative File 2013-1278
Title
A.Report by Mayor Hunt regarding the Plaza Music Series.
B.Report by Councilmember Mays regarding the TML Regional Meeting.
Summary
Page 1City of Coppell, Texas Printed on 12/28/2017
Master Continued (2013-1278)
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 12/28/2017