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CP 2016-12-13City Council City of Coppell, Texas Meeting Agenda 255 Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers5:30 PMTuesday, December 13, 2016 KAREN HUNT WES MAYS Mayor Mayor Pro Tem CLIFF LONG NANCY YINGLING Place 1 Place 5 BRIANNA HINOJOSA-FLORES MARVIN FRANKLIN Place 2 Place 6 GARY RODEN MARK HILL Place 4 Place 7 CLAY PHILLIPS City Manager Also present were City Manager Clay Phillips, Deputy City Managers Mario Canizares and 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, December 13, 2016, at 5:30 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.Discussion regarding license plate readers. B.Discussion regarding video camera systems. C.Discussion regarding water and sewer rates. D.Discussion regarding agenda items. Rate discussion Memo.pdfAttachments: RECEPTION FOR BOARD/COMMISSION/COMMITTEE MEMBERS IN ATRIUM FROM 6:30 PM TO 7:30 PM Regular Session (Open to the Public) 7:30 P.M. 3.Invocation Page 1 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda 4.Pledge of Allegiance 5.Swearing in of newly appointed Board/Commission/Committee members. 6.Citizens’ Appearance 7.Consent Agenda A.Consider approval of the minutes: November 8, 2016. Minutes.pdfAttachments: B.Consider approval to purchase Vigilant Solutions Stationary License Plate Reader Package in the amount of $153,210.00 for the acquisition of two stationary license plate reader platforms with accompanying hardware, software, and training; and authorizing the City Manager to sign and execute any necessary documents. Memo - Stationary ALPR 2016.pdf Vigilant Solutions Quote #KJS-0695-04 2016.pdf Attachments: C.Consider approval of a Resolution to amend the Interlocal Agreement between the City of Coppell, City of Carrollton, and the City of Farmers Branch to add the Town of Addison in the existing joint use agreement of the fire training facility; authorizing the Mayor to sign and the City Manager to execute any necessary documents. Staff Memo.pdf First Amended ILA.pdf Resolution.pdf Attachments: D.Consider adoption of a Resolution approving an Interlocal Agreement between the City of Coppell and the City of Carrollton for the purchase of communication equipment, audio/visual systems, installation, repair and related services: authorizing the Mayor to sign and City Manager to execute documents. Staff Memo.pdf Interlocal Agreement.pdf Exhibit A.pdf Resolution.pdf Attachments: E.Consider award of a proposal from Spectra Contract Flooring, for the replacement of the gym floor at The CORE, in the amount of $75,000.00, as budgeted, utilizing Buy Board Contract #476-15; and authorizing the City Manager to sign the necessary documents. Page 2 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda Memo.pdf Quote.pdf Spectra Buyboard Contract.pdf Attachments: F.Consider approval of the procurement of two (2) school buses from Thomas Built Buses, through an Interlocal Agreement with Houston Galveston Area Council (HGAC), in the amount of $202,700.00, as budgeted; and authorizing the City Manager to sign and execute any necessary documents. Memo.pdf Proposal.pdf Attachments: G.Consider approving procurement of twelve (12) replacement vehicles for Building Inspections (1), Environmental Health (2), Facilities (1), Fire (3), Fleet Services (1), Parks (3) and Water Utilities (1), from Caldwell Country Chevrolet utilizing contract pricing through Buyboard no. 521-16; in the amount of $444,297.00; as budgeted; and authorizing the City Manager to sign any necessary documents. Vehicle Memo (Caldwell).pdf Caldwell Back-up Documents.pdf Attachments: H.Consider approving procurement of four (4) replacement vehicles for Engineering (1), Police (2) and Parks (1), from Silsbee Ford utilizing contract pricing through Buyboard no. 430-13 and State of Texas TPASS 072-A1; in the amount of $145,810.50; as budgeted; and authorizing the City Manager to sign any necessary documents. Vehicle Memo (Silsbee).pdf Silsbee Back-up Documents.pdf Attachments: I.Consider approval of an agreement with Nortex Concrete Lift & Stabilization, Inc., based on a unit price, in an amount not to exceed $100,000.00 for roadway concrete leveling (mudjacking); based on the City of Grand Prairie bid contract; as authorized by the Texas Local Government Code; as budgeted in the Infrastructure Maintenance Fund; and authorizing the City Manager to sign any necessary documents. Nortex Memo.pdf Nortex Renewal Letter.pdf Attachments: J.Consider approval of an agreement with NEMA 3 Electric for the installation of conduit along MacArthur Boulevard from Parkway Boulevard north to Samuel Boulevard; in the total amount of $73,925.00, as budgeted; and authorizing the City Manager to sign any necessary documents. MacArthur Bore - Memo.pdf MacArthur Bore - Exhibit.pdf MacArthur Bore - Proposal.pdf Attachments: Page 3 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda K.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Bio World Merchandising, Inc., and authorizing the Mayor to sign. Bioworld Merchandising - Resolution Memo.pdf Bioworld Merchandising - Resolution.pdf Bioworld Merchandising - Tax Abatement Agreement.pdf Attachments: L.Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Kristi A. Zatyko, and authorizing the Mayor to sign. 517 Bethel - Resolution First Amendment Memo.pdf 517 Bethel - Resolution First Amendment.pdf 517 Bethel - First Amendment to Tax Abatement.pdf Attachments: M.Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and T & J Harris Land Investment LLC, and authorizing the Mayor to sign. 525 Bethel - Resolution First Amendment Memo.pdf 525 Bethel - Resolution First Amendment.pdf 525 Bethel - First Amendment to Tax Abatement Agreement.pdf Attachments: N.Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Founders’ Crossing LLC, and authorizing the Mayor to sign. 531 Bethel - Resolution First Amendment Memo.pdf 531 Bethel - Resolution First Amendment.pdf 531 Bethel - First Amendment to Tax Abatement Agreement.pdf Attachments: End of Consent Agenda 8.CONTINUED PUBLIC HEARING: Consider approval of Case No. PD-285-C, Connell Skaggs Addition, Lot 1 & Portion of Lot 3 (Woodside Village Expansion), a zoning change request from C (Commercial) to PD-285-C (Planned Development-285-Commercial), to allow retention of the existing retail building with additional parking on Lot 1 (5.8 acres) and development of a two-building, 30,800-square-foot, retail expansion on a portion of Lot 3 (3.6 acres), containing a total of 9.4 acres of property located at 110 & 214 W. Sandy Lake Road. Page 4 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda Cover Memo.pdf PostponementRequest (12-02-2016).pdf PostponementRequest (10-24-2016).pdf Staff Report.pdf Color Perspectives (5 pages).pdf Site Plan (Revised 10-14-2016).pdf Landscape Plan (Revised 10-13-2016).pdf Elevations.pdf Attachments: 9.PUBLIC HEARING: Consider approval of an Ordinance designating DCT Industrial Trust, Inc., Reinvestment Zone No. 109 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. DCT Freeport West - PH and Ordinance Memo.pdf DCT Freeport West - Public Hearing Notice.pdf DCT Freeport West - Ordinance.pdf Attachments: 10.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DCT Freeport West LLC, and authorizing the Mayor to sign. DCT Freeport West - Resolution Memo.pdf DCT Freeport West - Resolution.pdf DCT Freeport West - Tax Abatement Agreement.pdf Attachments: 11.PUBLIC HEARING: Consider approval of an Ordinance designating Chase Hospitality, LLC, Reinvestment Zone No. 105 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Plaza Lodging - PH and Ordinance Memo.pdf Plaza Lodging - Public Hearing Notice.pdf Plaza Lodging - Ordinance.pdf Attachments: 12.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Plaza Lodging, LLC, and authorizing the Mayor to sign. Plaza Lodging - Resolution Memo.pdf Plaza Lodging - Resolution.pdf Plaza Lodging - Tax Abatement Agreement.pdf Attachments: 13.Consider approval of a Civic Center Agreement by and between the City of Coppell and Plaza Lodging, LLC, and authorizing the City Manager to sign. Page 5 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda Plaza Lodging - Civic Center Memo.pdf Plaza Lodging - Civic Center Agreement.pdf Attachments: 14.PUBLIC HEARING: Consider approval of an Ordinance designating SFPLP Holdings Management, LLC, Reinvestment Zone No. 110 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Naterra II- PH and Ordinance Memo.pdf Naterra II - Public Hearing Notice.pdf Naterra II - Ordinance.pdf Attachments: 15.PUBLIC HEARING: Consider approval of an Ordinance designating MLRP Park West Crossing, LLC, Reinvestment Zone No. 106 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. MLRP - PH and Ordinance Memo.pdf MLRP - Public Hearing Notice.pdf MLRP - Ordinance.pdf Attachments: 16.Consider approval of four (4) Resolutions approving Tax Abatement Agreements between the City of Coppell and MLRP Park West Crossing LLC and authorizing the Mayor to sign. MLRP - Resolution Memo.pdf MLRP - Resolution - Building E.pdf Tax Abatmeent Agreement - Building E - 551 Southwestern Blvd.pdf MLRP - Resolution - Building F.pdf Tax Abatement Agreement - Building F - 501 Southwestern Boulevard.pdf MLRP - Resolution - Building G.pdf Tax Abatement Agreement - Building G - 435 Southwestern Boulevard.pdf MLRP - Resolution - Building H.pdf Tax Abatement Agreement - Building H - 401 Southwestern Boulevard.pdf Attachments: 17.Consider approval to purchase fifty (50) Taser Flex 2 Body Cameras from Taser International to be utilized by the combined SWAT team with the cost shared by Coppell, Addison, Carrollton and Farmers Branch at a total cost of $156,828, with payments to be spread out over five (5) years, and purchased from the Crime Control Fund; and authorizing the City Manager to sign and execute any necessary documents. Flex 2 Body Cameras - Memo.pdf Flex 2 Body Cameras - Quote.pdf Attachments: 18.Consider approval of Change Order #3 to the RKM Utilities, Inc. contract; in the amount of $169,075.00 for construction of the “slip Page 6 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda street” design for the Burns Street project, as part of the Old Town improvement project; and authorizing the City Manager to sign any necessary documents. Burns CO 3 Memo.pdf Burns CO 3 Proposal .pdf Burns CO 3 Cost Breakout.pdf Burns CO 3.pdf Attachments: 19.Consider approval to enter into an agreement with Knight Security to provide and install Security Cameras and Video Management Software for City facilities, through HGAC 1466 contract # SEO5-15 and GSA contract #GS35G427CA, in the amount of $516,512.79, as budgeted; and authorizing the City Manager to sign any necessary agreements upon completion. Knight Council Memo - File ID 3090 - Dec 13 Council.pdf City of Coppell City-Wide Video Surveillance Package 12-5-16_rev.pdf Attachments: 20.City Manager Reports - Project Updates and Future Agendas 21.Mayor and Council Reports A.Report by Mayor Hunt regarding the Metroplex Mayors’ Meeting. B.Report by Councilmember Yingling regarding the NCTCOG Emergency Preparedness Planning Council and the Big X exercise. C.Report by Councilmember Yingling regarding the November National League of Cities - Cities Summit Conference in Pittsburg focusing on the Community and Economic Development Committee. D.Report by Mayor Hunt regarding the Holiday Tree Lighting Event. 22.Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. A.North Central Council of Governments - Mayor Pro Tem Mays B.North Texas Commission - Councilmembers Franklin and Yingling C.Historical Society - Councilmember Long 23.Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 24.Executive Session (Closed to the Public) 1st Floor Conference Room Section 551.071, Texas Government Code - Consultation with City Attorney. A.Consultation with City Attorney to seek legal advice regarding the development of institutional uses of property. Section 551.074, Texas Government Code - Personnel Matters. Page 7 City of Coppell, Texas Printed on 12/27/2016 December 13, 2016City Council Meeting Agenda B.Deliberation regarding the appointment, employment and duties of a public office or employee, to wit, new City Manager. 25.Necessary Action from Executive Session Adjournment ________________________ Karen Selbo Hunt, Mayor ATTEST: ______________________________ Christel Pettinos, City Secretary PUBLIC NOTICE - STATEMENT FOR ADA COMPLIANCE AND OPEN CARRY LEGISLATION 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). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. Page 8 City of Coppell, Texas Printed on 12/27/2016 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3068 File ID: Type: Status: 2016-3068 Agenda Item Work Session 1Version: Reference: In Control: City Secretary 11/16/2016File Created: 12/13/2016Final Action: Work SessionFile Name: Title: A.Discussion regarding license plate readers. B.Discussion regarding video camera systems. C.Discussion regarding water and sewer rates. D.Discussion regarding agenda items. Notes: Agenda Date: 12/13/2016 Agenda Number: Sponsors: Enactment Date: Rate discussion Memo.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 Presented in Work Session 12/13/2016City Council Presented in Work Session Action Text: Text of Legislative File 2016-3068 Title A.Discussion regarding license plate readers. B.Discussion regarding video camera systems. C.Discussion regarding water and sewer rates. D.Discussion regarding agenda items. Summary Fiscal Impact: Staff Recommendation: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3068) 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 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Jennifer Miller, Director of Finance Date: December 9, 2016 Reference: Utility Rate Discussion 2030: Sustainable City Government, Goal 3 Excellent and Well-maintained City Infrastructure and Facilities Introduction: The Finance Department would like to update Council on the status of the Water and Sewer Fund. The information to be provided will include the financial results for fiscal year ended September 30, 2016, and updates concerning Dallas Water Utilities (DWU) and Trinity River Authority (TRA). Analysis: Cost passed on from DWU and TRA to the Water and Sewer Fund are greater than estimated. During the Work Session, staff will provide an update on: • the dispute between DWU and Sabine River Authority • the rate increase passed on from DWU to the Water and Sewer Fund • an update on the inflow and infiltration issue • the increase in cost passed along from TRA to the Water and Sewer Fund The impact of these items on the current water and sewer rates will be presented. Legal Review: N/A Fiscal Impact: To be determined based on the discussion Recommendation: City staff will provide a recommendation concerning the current water and sewer rates. Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3108 File ID: Type: Status: 2016-3108 Agenda Item Agenda Ready 1Version: Reference: In Control: City Secretary 12/06/2016File Created: 12/13/2016Final Action: Swearing InFile Name: Title: Swearing in of newly appointed Board/Commission/Committee members. Notes: Agenda Date: 12/13/2016 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 12/13/2016City Council Mayor Hunt swore in the newly appointed Board and Commission members. Action Text: Text of Legislative File 2016-3108 Title Swearing in of newly appointed Board/Commission/Committee members. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3108) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 12/27/2016 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3067 File ID: Type: Status: 2016-3067 Agenda Item Passed 1Version: Reference: In Control: City Secretary 11/16/2016File Created: 12/13/2016Final Action: MinutesFile Name: Title: Consider approval of the minutes: November 8, 2016. Notes: Agenda Date: 12/13/2016 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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3067 Title Consider approval of the minutes: November 8, 2016. Summary Fiscal Impact: Staff Recommendation: Approval recommended. Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3067) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 12/27/2016 255 Parkway Boulevard Coppell, Texas 75019-9478City of Coppell, Texas Minutes City Council 5:30 PM Council ChambersTuesday, November 8, 2016 KAREN HUNT WES MAYS Mayor Mayor Pro Tem CLIFF LONG NANCY YINGLING Place 1 Place 5 BRIANNA HINOJOSA-FLORES MARVIN FRANKLIN Place 2 Place 6 GARY RODEN MARK HILL Place 4 Place 7 CLAY PHILLIPS City Manager Also present were City Manager Clay Phillips, Deputy City Managers Mario Canizares and Mike Land, Deputy City Secretary Jean Dwinnell and City Attorney Robert Hager. The City Council of the City of Coppell met in Regular Called Session on Tuesday, November 8, 2016, 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 the Executive Session at 5:43 p.m. Councilmember Hinojosa-Flores arrived during the Executive Session and left the meeting immediately following Executive Session. Karen Hunt;Cliff Long;Wes Mays;Gary Roden;Marvin Franklin;Mark Hill and Nancy Yingling Present 7 - Brianna Hinojosa-FloresAbsent1 - Executive Session (Closed to the Public) 1st Floor Conference Room2. Section 551.071, Texas Government Code - Consultation with City Attorney. A.Consultation with City Attorney to seek legal advice regarding the institutional uses of property. Page 1City of Coppell, Texas November 8, 2016City Council Minutes Discussed under Executive Session. B.Consultation with City Attorney to seek legal advice regarding city-owned property. Discussed under Executive Session. C.Consultation with City Attorney to seek legal advice regarding enforcement of the City’s Development Code. Discussed under Executive Session. Section 551.074, Texas Government Code - Personnel Matters. D.Discussion regarding personnel and the process for hiring/appointing a new City Manager and a Municipal Judge. Discussed under Executive Session. Work Session (Open to the Public) 1st Floor Conference Room3. Mayor Hunt adjourned Executive Session at 6:49 p.m. and convened into Work Session at 6:54 p.m. A.Presentation by the DFW Airport on NexGen. B.Discussion regarding Denton County’s Transportation Authority Board of Directors. C.Discussion regarding Board and Commission appointments. D.Discussion regarding Agenda Items. Presented in Work Session. Regular Session Mayor Hunt adjourned the Work Session at 7:24 p.m. and reconvened into the Regular Session at 7:31 p.m. Invocation 7:30 p.m.4. Mr. Chad Kettler, Associate Pastor with GracePoint Church gave the Invocation. Pledge of Allegiance5. Mayor Hunt and the City Council led those present in the Pledge of Allegiance. Presentations6. Presentation by the Coppell Arts Committee on the Art Stroll. Ms. Janna Tidwell, representing the Coppell Arts Council, made a presentation Page 2City of Coppell, Texas November 8, 2016City Council Minutes showing the 10 pieces of leased art exhibits that will be placed in the Old Town area. She advised this is a 2-year exhibition with fundraisers planned for permanent art pieces. Phase II will expand the exhibit into Andy Brown Park. Citizens’ Appearance7. There was no one present wishing to speak. Consent Agenda8. A.Consider approval of the minutes: October 25, 2016. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. B.Consider award of a bid Bid No. Q-1117-01 from Star Floors, in the amount of $119,801.71, as budgeted, for the replacement of the indoor pool deck at The CORE; and authorizing the City Manager to sign the necessary documents. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. C.Consider approval of the dedication of an Electric and Utility Easement at Andrew Brown Park West and authorizing the Mayor to sign the necessary documents. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. D.Consider approval to enter into an Interlocal/License Agreement with the City of Dallas to allow the construction and maintenance of a 24” wastewater force main pipeline within the City’s right of way; and authorizing the Mayor to sign and the City Manager to execute any necessary documents. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. E.Consider approval to utilize the City of Richardson’s contract with Envirotek USA LLC, as authorized by the Texas Local Government Code, Section 271.102, to perform our yearly graffiti removal and bridge painting; not to exceed an amount of $82,500.00; as provided by the infrastructure maintenance fund; and authorizing the Mayor to sign necessary documents. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. Page 3City of Coppell, Texas November 8, 2016City Council Minutes F.Consider approval of an Ordinance amending Article 8-3, Parking, Section 8-3-1(A) of the Code of Ordinances by adding a subsection to make it unlawful to stop, stand, or park a vehicle at all times on portions of Highland Meadow; and authorizing the Mayor to sign any necessary documents. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. Enactment No: 2016-1449 G.Consider approval of an Ordinance amending the Code of Ordinances, Chapter 6 - Business Regulation, Article 6-8, Food Service Regulations, Section 6-8-1, et al. by adopting new Food Service Regulations; and authorizing the Mayor to sign any necessary documents. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, that Consent Agenda Items A-G be approved. The motion passed by a unanimous vote. Enactment No: 2016-1450 End of Consent Agenda 9.PUBLIC HEARING: Consider approval of Case No. PD-197R3-H, Old Coppell Townhomes, Lot 1, Block A & Lot 1, Block B, a zoning change request from PD-197R-H (Planned Development-197 Revision-Historic) to PD-197R3-H (Planned Development-197 Revision 3-Historic), to amend the Concept Plan and attach a Detail Site Plan to allow three (3) live/work units on 0.272 acres and three (3) live/work units on 0.255 acres of property located at the northeast and southeast corners of S. Coppell Road and McNear Drive. Mayor Hunt opened the Public Hearing and read the caption into the record. Presentation: Gary Sieb, Director of Planning, explained that this item has been pending since April. He advised that there were eleven (11) outstanding concerns when the item was first presented and that four (4) of the items have been addressed, to date. Mr. Sieb further advised that the Planning and Zoning Commission unanimously denied the request on October 20, 2016. Mr. Ron Lustig, 733 Creek Valley Court, Allen, Texas, applicant, explained that some of the City's codes have changed since they first made application for this project. Mayor Hunt asked for the following individuals who signed up to speak: 1) Michael Elliott, 542 Mobley Way Court, spoke in opposition to three (3) units on each of the lots and the live/work scenario. Mr. Elliott expressed his Page 4City of Coppell, Texas November 8, 2016City Council Minutes concern for property values in the area. 2) Robert Larsen, 530 Mobley Way Court, spoke in opposition to the project, citing that the businesses should be in the front of the unit. Mr. Larson also expressed concern for the zoning of the property being commercial and the units becoming rentals. He stated the City should not lower their standards. 3) Roger Glass, 512 McNear Drive, spoke in opposition to the project and requested the Council not overturn the decision of the Planning and Zoning Commission. Mr. Glass stated he feels something should be built there that fits with the overall plan of Old Town Coppell. He further expressed his concern for the lack of space for emergency vehicles to get through the area if these units are built as proposed. A motion was made by Councilmember Gary Roden, seconded by Councilmember Nancy Yingling, to close the Public Hearing and approve this item subject to the following conditions: 1) first floor restroom must meet commercial ADA requirements; 2) sewer service cannot go thru/under proposed buildings; 3) mutual access easement on east side of project must be a 24-footwide fire lane; 4) tree mitigation numbers were wrong; 5) minimum 15-foot side yard setbacks are required; 6) lack of providing all room dimensions; 7) discrepancy in building air conditioned square footage; 8) at least 50% of first floor must be true work area; 9) square footage stated on plan and measured square footage do not track; 10) major inconsistencies in drawings—sidewalks, handicap parking spaces, etc.; and 11) submission of materials board. The motion was denied by a unanimous vote. 10.PUBLIC HEARING: Consider approval of an Ordinance designating ZS Pharma, Inc., Reinvestment Zone No. 107 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Presentation: Mindi Hurley, Economic Development Coordinator, read the caption into the record and made a presentation to Council. Mayor Hunt opened the Public Hearing and announced there was no one signed up to speak. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Mark Hill, to close the Public Hearing and approve this Agenda Item. The motion passed by a unanimous vote. Enactment No: 2016-1451 11.PUBLIC HEARING: Consider approval of an Ordinance designating Raj Malik, Page 5City of Coppell, Texas November 8, 2016City Council Minutes Reinvestment Zone No. 108 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Presentation: Mindi Hurley, Economic Development Coordinator, read the caption into the record and made a presentation to Council. Mayor Hunt opened the Public Hearing and announced there was no one signed up to speak. A motion was made by Mayor Pro Tem Wes Mays, seconded by Councilmember Long, to close the Public Hearing and approve this Agenda Item. The motion passed by a unanimous vote. Enactment No: 2016-1452 12.Consider approval of a design contract with Teague Nall and Perkins, INC. for the design of bank stabilization for the Grapevine Creek in the Grapevine Springs Park; in the amount of $100,500.00; as budgeted in General Fund Designated Fund Balance; and authorizing the City Manager to sign necessary documents. Presentation: Mike Garza, Assistant Director of Engineering, made a presentation to Council. He explained that since 1994 the City has had a contract with the City of Dallas to maintain Grapevine Creek in the Grapevine Springs Park for 99 years. He further explained that the erosion from the creek is pulling down trees and getting close to the surrounding fence. Mr. Garza advised that the proposed contract with Teague Nall and Perkins, Inc., is for bank stabilization in the amount of $360,000. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Gary Roden, that this Agenda Item be approved. The motion passed by a unanimous vote. 13.Consider approval to enter into a Mutual Aid Agreement with the North Central Texas Council of Governments to become part of the Public Works Emergency Response Team; and authorizing the Mayor to sign necessary documents. Presentation: Mike Garza, Assistant Director of Engineering, made a presentation to Council regarding the proposed Mutual Aid Agreement. He advised that this Agreement would allow City employees and equipment to be used in emergency situations in other cities for faster recovery. Mr. Garza explained that there are currently 46 member cities and Coppell would be number 47. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Marvin Franklin, that this Agenda Item be approved. The motion passed by a unanimous vote. 14.Consider approval of a vote for the Board of Directors for Denton County Transportation Authority. Mayor Hunt advised that there would be no action taken on this item due to the lack of information on the candidates. Page 6City of Coppell, Texas November 8, 2016City Council Minutes 15.Consider appointments to the City’s Boards and Commissions. Jean Dwinnell, Deputy City Secretary, read the proposed list of Board/Commission appointees into the record. ANIMAL SERVICES ADVISORY & APPEALS BOARD 2-YEAR VETERINARIAN - Dr. Reid Garfield BOARD OF ADJUSTMENT - 2-YEAR REGULAR Mark LeGros Laura Ketchum Charles Sangerhausen 2-YEAR ALTERNATE Laura Hynson Rashan Balachandran COPPELL ECONOMIC DEVELOPMENT COMMITTEE - 2-YEAR REGULAR William Rohloff Ravi Chivukula Aaron Straach Jeff Varnell Manikandan Raveendran COPPELL RECREATION DEVELOPMENT CORPORATION - 2-YEAR REGULAR Larry Jones Mark Tepper Biju Mathew Mahbuba Khan Noah Webster LIBRARY BOARD - 2-YEAR REGULAR Wednesday Foster Janet Koester Madeline White Frank Gasparro 1-YEAR ALTERNATE Jan Lorrain LIBRARY BOARD - YOUTH ADVISOR - 1-YEAR STUDENTS Rohan Kommineni Priya Marella PARKS AND RECREATION BOARD - 2-YEAR REGULAR Jack Clark Ed Guignon Maureen Corcoran Janet Maccubbin 2-YEAR ALTERNATE Nick Paschal PARKS AND RECREATION BOARD - YOUTH ADVISOR - 1-YEAR STUDENTS Sashank Kothamasu Page 7City of Coppell, Texas November 8, 2016City Council Minutes Tanya Raghu PLANNING AND ZONING COMMISSION - 2-YEAR REGULAR George Williford Douglas Robinson Freddie Guerra SPECIAL COUNSEL - 2-YEAR REGULAR David Dodd Jason Marlin Roshan Balachandran A motion was made by Mayor Pro Tem Wes Mays, seconded by Councilmember Gary Roden, that this Agenda Item be approved as presented. The motion passed by a unanimous vote. City Manager Reports - Project Updates and Future Agendas16. City Manager Clay Phillips reminded Council that the Regular Council meeting on December 13th would also include the Board and Commission Reception. There will be a joint meeting with the City Council, Parks and Library Boards on Thursday, November 10th. Finally, there will be two Special Called Executive Sessions scheduled for November 21st and 29th. Mayor and Council Reports17. A.Report by Mayor Hunt regarding the Metrocrest Mayors’ Meeting. B.Report by Mayor Hunt regarding the Lighted Parade & Tree Lighting Ceremony. C.Report by Mayor Hunt regarding the Make a Child Smile Program. D.Report by Mayor Hunt regarding Letters to Santa. E.Report by Mayor Hunt regarding the 3rd Annual Angel of Hope Ceremony. A. Mayor Hunt announced that she attended the Metrocrest Mayors' Meeting where Bennett Sandlin spoke about the Legislative Update. B. The Lighted Parade & Tree Lighting Ceremony will be held on Saturday, December 3rd, from 6:30-9:30 p.m., at the Town Hall Plaza. C. The City of Coppell is once again sponsoring the special holiday program called Make a Child Smile, benefitting children in Coppell by providing holiday gifts for those families who need a little extra help. Ornaments are available in the City Manager's Office between 8 a.m. and 5 p.m. until December 6th. D. Santa's mailbox will be located in the entryway of Town Center for all good little girls and boys who would like to complete their wish list and send it to Santa at the North Pole. No postage is necessary. E. The Angel of Hope Candlelight Remembrance Ceremony will be held at the Zach Thompson Foundation Children's Garden located inside Rolling Oaks Memorial Center on December 6th at 7 p.m. Page 8City of Coppell, Texas November 8, 2016City Council Minutes Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. 18. Dallas Regional Mobility Coalition - Councilmember Roden Metrocrest Community Clinic - Councilmember Hill Metrocrest Services - Councilmembers Hill and Franklin Councilmember Roden reported that the Coalition has completed their Legislative Agenda and have $70,000 to notify the public and city officials of issues. Councilmember Hill reported that the Metrocrest Community Clinic is being proactive regarding the disease prevention and women's programs. The Clinic is diversifying their funding by putting 80% towards treatment and 20% towards prevention. Councilmember Hill also reported that Metrocrest Services has updated and renovated their pantry. They distribute approximately 18,000 lbs. of food each week. There will be more than 800 families served for Thanksgiving and approximately 1,100 families served for Christmas. They will also be providing baskets for senior citizens. Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 19. Mayor Hunt commended the Chamber of Commerce for their Taste of Coppell event. Necessary Action from Executive Session20. Nothing to report. Adjournment There being no further business before the City Council, the meeting was adjourned. _____________________________ Karen Selbo Hunt, Mayor ATTEST: ______________________________ Christel Pettinos, City Secretary Page 9City of Coppell, Texas Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3066 File ID: Type: Status: 2016-3066 Agenda Item Passed 2Version: Reference: In Control: Police 11/16/2016File Created: 12/13/2016Final Action: Vigilant Solutions LPR PackageFile Name: Title: Consider approval to purchase Vigilant Solutions Stationary License Plate Reader Package in the amount of $153,210.00 for the acquisition of two stationary license plate reader platforms with accompanying hardware, software, and training; and authorizing the City Manager to sign and execute any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: B. Sponsors: Enactment Date: Memo - Stationary ALPR 2016.pdf, Vigilant Solutions Quote #KJS-0695-04 2016.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: 2 PassApproved on the Consent Agenda 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3066 Title Consider approval to purchase Vigilant Solutions Stationary License Plate Reader Package in the amount of $153,210.00 for the acquisition of two stationary license plate reader platforms with accompanying hardware, software, and training; and authorizing the City Manager to sign and execute any necessary documents. Summary See attached memorandum. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3066) Fiscal Impact: The funds for this purchase have been budgeted in the Crime Control and Prevention District budget (36-10-00-5060). Staff Recommendation: The Police Department recommends approval. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Mac Tristan, Chief of Police Date: November 15, 2016 Reference: Consider approval to purchase Vigilant Solutions Stationary License Plate Reader Package in the amount of $153,210.00 for the acquisition of two stationary license plate reader platforms with accompanying hardware, software, and training; and authorizing the City Manager to sign and execute any necessary documents. Introduction: Funds were allocated in FY 2016-2017 from the Crime Prevention/Control District for purchase of license plate reader (LPR) technology that included fixed location monitoring. The plan is to acquire two stationary LPR camera platforms from Vigilant Solutions for $153,210.00. These fixed platforms will be installed at two different intersections within the city. In addition to active monitoring, the backoffice software allows investigators to query previous license plate captures to facilitate criminal investigations. The analytics software that come with the system synthesizes information to facilitate resource allocation when looking for particular suspect vehicles. Analysis: The purchase of this LPR technology will be the second phase of the Police Department’s fixed ALPR implementation that originated during the FY 2014-2015. The implementation of our current ALPR system has proven successful with the capture of wanted felons and several stolen vehicles traveling through our city. The planning and vision for the acquisition of this LPR technology and analytic software is intended to enhance our efforts proactively as well as passively. Proactive enforcement will include identification of stolen vehicles, wanted persons, and Amber/Silver Alert vehicles; passive integration will include data mining and a powerful tool for criminal investigations. This system can also assist the Engineering Department with traffic flow analysis and speed studies. Fiscal Impact: Funds were allocated in FY 2016-2017 out of the Crime Prevention/Control District to purchase the Vigilant Solutions Stationary LPR Package for $153,210.00 using the Crime Prevention/Control District funds. Legal Review: N/A Recommendation: The Police Department has developed a plan to utilize LPR technology to enhance our enforcement and investigative capabilities. Our plan is intended to be flexible and expand as technology evolves and our 2 future needs change. As such, staff recommends City Council approve the purchase request with Vigilant Solutions at a cost not expected to exceed $153,210.00 and authorize the City Manager to sign. Page 1 of 2 Vigilant Solutions 2021 Las Positas Court Suite # 101 Livermore, CA 94551 (P) 845-797-3092 (F) 925-398-2113 Attention: Captain William Knack Date 10/23/2016 Project Name: Coppell Police Department Quote Number: KJS -0695-04 PROJECT QUOTATION We at Vigilant Solutions are pleased to quote the following systems for the above referenced project: Qty Item # Description (1) Fixed Camera LPR SYS-1 (12)VSF-075-H-RE Vigilant Fixed LPR Camera with Integrated Smart Processor Hardware: • Integrated (Internal) solid state DSP Smart processor units - No moving parts o Plug-N-Play IP based camera with Power Over Ethernet (POE) • Includes field installed J-Box • 75mm LPR Camera(s) with IR and Color video o Includes RAM mounting bracket Software: • Direct connect to Vigilant's nationally hosted LEARN LPR data server o Includes CarDetector LPR software for local server hosting • LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including data analytics Subtotal Price (Excluding sales tax) $87,600.00 Qty Item # Description (3) VSBSCSVC-02 Vigilant LPR Basic Service Package for Hosted/Managed LPR Deployments • Managed/hosted server account services by Vigilant o Includes access to all LEARN and CarDetector software updates • Priced per camera per year for 15 -30 total camera units • Requires new/existing Enterprise Service Agreement (ESA) Subtotal Price (Excluding sales tax) $16,200.00 Qty Item # Description (12) CDFS-3HWW Fixed Camera LPR System - Extended Hardware Warranty - Year 2 through 4 • Fixed LPR System LPR hardware component replacement warranty • Applies to 1 -Channel hardware system kit • Valid for 3 years from standard warranty expiration Subtotal Price (Excluding sales tax) $18,000.00 Qty Item # Description (12) VS -SHP-02 Vigilant Shipping & Handling Charges • Applies to each fixed camera LPR System • Shipping Method is FOB Destination Subtotal Price (Excluding sales tax) $660.00 Page 2 of 2 Qty Item # Description (14) SSUPSYS-COM Vigilant System Start Up & Commissioning of 'In Field' LPR system • Vigilant technician to visit customer site • Includes system start up, configuration and commissioning of LPR system • Applies to mobile (1 System) and fixed (1 Camera) LPR systems Subtotal Price (Excluding sales tax) $12,250.00 Qty Item # Description (1) VS -MISC Hardware Installation and Additional Parts for Installation • Bucket Truck Rental • Power Supplies for PoE Extenders • 3000 Feet Outdoor Rated, Waterblocking Ethernet Cable • Network Attachment Ports for Po E Extender • PoE Extenders (for wire runs greater than 328 ft) • Binder M12 Connectors,Harting Industrial RJ -45 Subtotal Price (Excluding sales tax) $18,500.00 Quote Notes: 1. All prices are quoted in USD and will remain firm and in effect for 60 days. 2. Vigilant Solutions purchasing schedule - HGAC Contract # EF04-15 Quoted by: Kevin Schneider - 845-797-3092 - kevin.schneider@vigilantsolutions.com Total Price (Excluding sales tax) $153,210.00 Accepted By: Date: P.O# Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3065 File ID: Type: Status: 2016-3065 Resolution Passed 1Version: Reference: In Control: Fire 11/09/2016File Created: 12/13/2016Final Action: Amended Joint Fire Training ILAFile Name: Title: Consider approval of a Resolution to amend the Interlocal Agreement between the City of Coppell, City of Carrollton, and the City of Farmers Branch to add the Town of Addison in the existing joint use agreement of the fire training facility; authorizing the Mayor to sign and the City Manager to execute any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: C. Sponsors: Enactment Date: Staff Memo.pdf, First Amended ILA.pdf, Resolution.pdf Attachments: Enactment Number: RE 2016-1213.1 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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3065 Title Consider approval of a Resolution to amend the Interlocal Agreement between the City of Coppell, City of Carrollton, and the City of Farmers Branch to add the Town of Addison in the existing joint use agreement of the fire training facility; authorizing the Mayor to sign and the City Manager to execute any necessary documents. Summary Please see staff memo. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3065) Fiscal Impact: There is no fiscal impact of this agenda item at this time. Staff Recommendation: The Fire Department recommends approval of this item. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Kevin Richardson, Fire Chief Date: December 13, 2016 Reference: Resolution authorizing the Interlocal Agreement between City of Coppell, Carrollton, and Farmers Branch to include the Town of Addison in the existing joint use agreement of the fire training facility. 2030: Sustainable City Government Introduction: On February 11, 2014, the CFD presented during the City Council Work Session a Conceptual Plan for a Joint Fire Training Facility to be used by the cities of Carrolton, Farmers Branch, and Coppell. A follow up City Council Work Session was presented on October 28, 2014 to review the draft Interlocal Agreement between the three cities. On December 6, 2014, City Council adopted a resolution authorizing the City Manager to negotiate and sign a Joint Fire Training Center Interlocal Cooperation Agreement. This agenda item amends and provides a restated Joint Fire Training Center Interlocal Cooperation Agreement which adds Addison to the original agreement. Addison will participate in the capital, operation and maintenance costs of the facility. Analysis: The new amended and restated Interlocal Agreement outlines each cities financial and operational responsibility for the project. Key changes to the original agreement include but are not limited to the following:  Provides for a release of the easement to the facility property if one of the agencies terminates its participation.  The easement to the facility, similar to the one conveyed to Carrollton and Coppell, will not be conveyed to Addison until after their third installment is paid. 2  Since the facility is already designed and under construction, the agreement clarifies that the approval of design and construction contracts rest only with the original three cities.  The four way split of the ownership will not become effective until Addison has made its third installment of its buy-in funds. Ownership title to the facility, not including property, and Shared Capital Costs for initial design, construction and equipping is allocated as follows: Carrollton: 42.0% undivided interest. Coppell: 22.7% undivided interest. Farmers Branch: 20.1% undivided interest. Addison 15.2% undivided interest.  Addison will not be required to contribute to Shared Capital Costs for the initial design and construction of the facility. In lieu, Addison shall be solely responsible for capital costs of certain additional improvements to be made to the facility in an amount not to exceed $451,171.00. Addison buy in payments will be as follows: $110,000 - Not later than five days after the effective date of this new agreement; $166,425 - On or before October 15, 2017; and $174,746 - On or before October 15, 2018.  After FY 18-19, if any Addison buy-in funds are still available, that surplus will be paid to the other cities based on the original three way Shared Capital Costs percentages.  Provides for suspension of board and committee participation and voting rights if any of the agencies are delinquent on their payments under the agreement.  Shared operational and maintenance costs, for the facility will be based on the following allocation: Carrollton: 42.0% undivided interest. Coppell: 22.7% undivided interest. Farmers Branch: 20.1% undivided interest. Addison 15.2% undivided interest. Legal Review: Amendment was reviewed by the Law Firm of Nichols, Jackson, Hager, Dillard & Smith. Fiscal Impact: There is no fiscal impact of this agenda item at this time. Recommendation: The Fire Department recommends approval of this item. PAGE 1 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) STATE OF TEXAS COUNTY OF DALLAS § § § First Amended and Restated Joint Fire Training Center Interlocal Cooperation Agreement This First Amended and Restated Joint Fire Training Center Interlocal Cooperation Agreement (“Agreement”) is entered into as of the Effective Date by and among the CITY OF CARROLLTON, TEXAS (“Carrollton”), the CITY OF COPPELL, TEXAS (“Coppell”) the CITY OF FARMERS BRANCH, TEXAS, (“Farmers Branch”), and the TOWN OF ADDISON, TEXAS (“Addison”) all of whom are Texas home rule municipalities operating under the authority of their respective governing bodies (Carrollton, Coppell, Farmers Branch, and Addison are hereinafter sometimes referred to collectively as “the Cities” or the “Parties” or individually as a “City” or a “Party”). RECITALS WHEREAS, the Cities are political subdivisions within the State of Texas engaged in the provision of governmental services for the benefit of its citizens; and WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, as amended (the “Act”) provides authority for local governments of the State of Texas to enter into interlocal agreements with each other for the purpose of performing governmental functions and services as set forth in the Act; and WHEREAS, because of their location within the DFW Metroplex and their proximity to each other, the Cities are regularly called upon to provide mutual aid assistance to each other on firefighting calls for service; and WHEREAS, none of the Cities presently owns a fire fighting training facility for use by their respective fire departments; and WHEREAS, being required to use firefighting training facilities owned by others requires travel time that results in lost in-service hours, requires the Cities’ fire departments to schedule training at times subject to the schedules of others which may not be the most convenient for the Cities, and inhibits the ability of the Cities to conduct joint training to facilitate their ability to provide mutual aid assistance; WHEREAS, effective April 1, 2015, Carrollton, Coppell, and Farmers Branch are parties to that certain Joint Fire Training Center Interlocal Cooperation Agreement Among the Cities of Carrollton, Coppell and Farmers Branch (“the Original Agreement”) for the purpose of establishing the terms by which Carrollton, Coppell, and Farmers Branch agreed to jointly design, construct, maintain, operate, manage, and use a fire training facility on property owned by Farmers Branch; and WHEREAS, Addison desires to become a party to the Original Agreement and to make certain payments to be used for equipping the training facility as well as pay its share for toward the operating and maintenance costs of said training facility; and PAGE 2 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) WHEREAS, Carrollton, Coppell, and Farmers Branch desire to add Addison as a party to the Original Agreement; and WHEREAS, the Cities desire to enter into this Agreement for the purpose of adding Addison as a participant in the capital and operation and maintenance costs of the joint training facility and making certain other amendments to the Original Agreement in order to accommodate Addison as an additional party; NOW, THEREFORE, for and in consideration of the mutual benefits and obligations set forth in this Agreement, the Cities agree as follows: I. DEFINITIONS Unless the context clearly indicates a different meaning, the words and phrases set forth in this Article I shall have the following meanings when used in this Agreement: “Acceptance Date” means the date construction of the Facility is complete to the extent that the Cities have approved the final pay request to the contractor selected to construct the Facility and have authorized payment of the final payment and retainage. “Business Day” means any day other than a Saturday, Sunday, or official city holiday in which Farmers Branch’s city hall offices are closed for business. “Effective Date” means the date this Agreement has been approved by the governing bodies of all of the Cities and signed by the authorized representatives of each City. “Event of Bankruptcy or Insolvency” means the dissolution or termination of a City’s existence as an on-going business, insolvency, appointment of receiver for any part of City’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 City and such proceeding is not dismissed within ninety (90) days after the filing thereof. “Facility” means, subject to agreement of the Cities on the final design, a fire training facility located on the Facility Property consisting of (1) a five story training building with masonry façade; (2) a Texas Commission on Fire Protection NFPA 1002-compliant driving course; (3) a vehicle stabilization and extrication area; (4) an outdoor meeting area/classroom; (5) multiple live fire simulators; (6) ventilation simulators; (7) ceiling and wall breaching simulators; (8) standpipe and sprinkler system simulators; (9) multiple vehicle rollover simulators, and (10) such other improvements and equipment as the Cities may agree to include in the Facility as part of the final design and equipping of the Facility or as may be modified during the Term of this Agreement. “Facility Property” means a 1.53± acre portion of the property owned by Farmers Branch generally located at 13333 Hutton Drive, Farmers Branch, Texas, and being a portion of that real property conveyed to Farmers Branch pursuant to that certain Special Warranty Deed dated August PAGE 3 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) 29, 2001, and recorded at Volume 2001174, Page 2511, Deed Records, Dallas County, Texas, and being more particularly depicted in Exhibit “A,” attached hereto and incorporated herein by reference. “Fire Training Facility Funds” means one or more designated restricted funds established on the books of account of the City designated in this Agreement to manage the receipt of revenues and payment of expenses relating to the construction, repair, maintenance, and operation of the Facility, to hold the funds to be used for payment of Shared Operational Costs, to hold funds in reserve to be applied to future Shared Capital, or to hold funds for such other purposes that the Cities may from time to time agree. “Fiscal Year” means the Cities’ official budget year beginning at 12:00:00 a.m. Central Time on October 1 of each calendar year and ending at 11:59:59 p.m. Central Time on September 30 of the immediately following calendar year. “Non-Shared Operational Costs” means the costs for (1) consumable supplies and materials and (2) water, natural gas, and electricity used by a City during a training exercise at the Facility. “Paying City” means the City which the Parties determine shall be contractually obligated for paying a Shared Capital Cost to a vendor or contractor pursuant to a contract entered for the benefit of the Parties relating to the construction, operation, repair, and/or maintenance of the Facility. “Shared Capital Costs” means the costs relating to construction, reconstruction, remodeling, renovation, expansion and equipping of the Facility, including, but not limited to, engineering, architectural, and surveying costs, costs for demolition of existing improvements, costs for relocation and/or extension of existing utilities or construction of new utilities, costs relating to any work on adjacent property owned by Farmers Branch relating to providing access to, operation of, and parking for the Facility, costs relating to the purchase and installation of new and/or replacement equipment in the Facility or at any location on the Facility Property. “Shared Operational Costs” means costs relating to the use, operation, management, repair, and maintenance of the Facility including, but not limited to, the costs for (i) wages and benefits of one or more employees of one of the Cities whose job duties include in whole or in part managing the operation of the Facility (provided if only a portion of the employee(s) time at work is spent managing the operation of the Facility, then only a portion of the cost of said employee’s wages and benefits based on the percentage of the employee’s work hours spent on managing the Facility shall constitute a Shared Operational Cost); (ii) repair and maintenance of the Facility and any equipment located within the Facility or on the Facility Property and available for use by any of the Cities; (iii) electricity, water, and sanitary sewer services, if any, used in operating the Facility; (iv) property and casualty insurance insuring against damage or destruction of improvements constituting a portion of the Facility; and (v) such other costs other than Shared Capital Costs identified in the Annual Facility Budget. PAGE 4 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) “Structural Firefighter” means a Texas Commission on Fire Protection Structural Fire Suppression certified employee assigned to a City’s fire operations division. “Term” means, collectively, the Initial Term as defined in Section 2.01, together with each Renewal Term, as defined in Section 2.02. II. TERM 2.01 Initial Term. This Agreement shall commence on the Effective Date and end at 11:59:59 p.m. Central Time on the last day of the Fiscal Year following the twentieth (20th) anniversary of the Acceptance Date (“the Initial Term”), unless extended or terminated earlier as provided in this Agreement. 2.02 Renewal Term. After the end of the Initial Term, this Agreement shall be extended automatically through each subsequent Fiscal Year (each being a “Renewal Term”) unless terminated as provided in this Agreement. 2.03 Early Termination During Initial Term. A. Notwithstanding anything to the contrary herein, a City may terminate without cause its participation as a Party to this Agreement (said City called hereafter the “Terminating Party”) prior to the end of the Term subject to the following: (1) The termination date must fall on the last day of a Fiscal Year; (2) The Terminating Party must deliver notice to the other Parties not later than two (2) years prior to the date of termination; (3) The Terminating Party shall not be entitled to reimbursement from the other Parties for payments made pursuant to this Agreement prior to the date of termination; and (4) On or before the Terminating Party’s termination date, the terminating Party shall pay to the other Parties any Non-Shared Operational Costs incurred or accrued prior to the date of the termination of the Terminating Party’s participation in this Agreement. B. Except as set forth in this Section 2.03, the Terminating Party shall have no obligation to pay any amounts which come due under this Agreement following the effective date of said City’s termination of its participation in this Agreement. C. In the event of termination by Farmers Branch, all funds held under this Agreement or administrative fees paid in advance to Farmers Branch, shall be transferred to the remaining Cities to be used in carrying out the obligations set forth in this Agreement. 2.04 Effect of Early Termination. Upon termination of the Terminating Party as a Party to this Agreement: PAGE 5 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) A. The Terminating City forfeits, without right for reimbursement, all right, title, interest and ownership of the Facility and all property which the Terminating City contributed, conveyed, assigned or transferred to the other Cities for the operation of the Facility; B. The Terminating City agrees and covenants to execute, and shall execute, without additional consideration, any licenses, easements, assignments, documents or agreements as may be necessary to sell, transfer, assign and convey the Terminating City’s right, title, interest and ownership of the Facility and all property which the Terminating City contributed, conveyed, assigned or transferred to or for the operation of the Facility; C. The Terminating Party, except Farmers Branch, shall be required to pay the same rates and charges for use of the Facility charged to entities who are not parties to this Agreement; D. In the event of early termination by Farmers Branch, it shall have the right to use of the Facility, upon proper reservation similar to other entities not parties to this Agreement, to use the Facility after payment of rates and charges which are fifty percent (50%) of the then-current applicable rates and charges, in consideration of the Facility’s location on property owned by Farmers Branch; E. The Terminating Party shall not be entitled to any offset against its charges for use of the Facility from revenues generated by others who are not parties to this Agreement; and F. If the Terminating City is Addison, Carrollton, or Coppell, the Terminating City shall execute in recordable form a release and abandonment of the easement granted by Farmers Branch to the Terminating City pursuant to Section 4.04, below. The obligations and covenants of a Terminating City herein shall survive such Terminating City’s termination under this Agreement pursuant to this Section 2.04. The non-terminating Cities may continue the operation of the Facility, or to cease operation of the Facility, terminate this Agreement and liquidate the Facility as provided herein. III. DESIGN AND CONSTRUCTION OF FACILITY 3.01 Design of Facility; Selection of Contractors. In accordance with applicable law, Carrollton, Coppell, and Farmers Branch shall jointly (i) select one or more professionals to design and prepare the plans and specifications for the construction of the Facility; (ii) approve the design and specifications for the Facility, and (iii) select a contractor to construct the Facility. Farmers Branch shall for itself and the other Cities solicit bids and/or proposals, prepare and execute the necessary contractual agreements, and otherwise take such additional actions necessary to obtain the design and complete the construction of the Facility. Carrollton and Coppell understand, acknowledge, and agree that Farmers Branch will not be obligated to sign any contracts for the design and construction of the Facility until the City Manager of each Party signs a representation stating in substance the following: PAGE 6 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) (1) Representatives of the City have had a fair and equal opportunity to review the proposals or bids, as the case may be, received by Farmers Branch in response to any request for proposal (“RFP”) or request for bid (“RFB”); (2) Representatives of the City agree that, following review of the proposals or bids received in response to the RFP/RFB, the selected contractor or professional provides the best and most advantageous proposal to the Cities in response to the RFP or RFB; (3) If applicable, representatives of the City have participated, or been provided an opportunity to participate, in negotiating the best and final offer from the selected professional and/or contractor and the terms and conditions of the negotiated contract; (4) To the best of their knowledge and belief, the Cities have complied with all applicable provisions of state law relating to the procurement of proposals and/or bids for the design and construction of the Facility and the award of contracts for the design and construction of the Facility and related agreements; (5) In the case of Carrollton and Coppell, acknowledges that Farmers Branch would not have signed the subject agreement but for the agreement of Carrollton and Coppell to pay their portions of the Shared Capital Costs; and (6) Current funds are available to pay the City’s respective share of the cost of the subject contract or purchase. Addison acknowledges that contracts for the initial design and construction of the Facility were executed by Farmers Branch pursuant to the Original Agreement and agrees that all such contracts are acceptable to Addison without further review and consent. 3.02 Advance Payment to Paying City. The Cities agree that prior to the Paying City becoming contractually obligated to pay a Shared Capital Cost, the Cities will pay their respective share of the Shared Capital Cost to the Paying City. The Paying City agrees to place such funds into a restricted project account and that such funds shall only be used for the restricted purpose. For purposes of Shared Capital Costs related to the initial design and construction of the Facility, the Cities agree Farmers Branch will be the Paying City. The Cities agree to use their best efforts to make payments in a timely manner so that the project which is the subject of the contract is not unreasonably delayed. 3.03 Ownership of Facility. A. The Cities agree that title to the Facility, not including the Facility Property, shall be as follows until such time as Addison has paid in full Addison’s Shared Capital Costs: (1) Carrollton: 49.5% undivided interest. (2) Coppell: 26.8% undivided interest. PAGE 7 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) (3) Farmers Branch: 23.7% undivided interest. B. The Cities agree that title to the Facility, not including the Facility Property, shall be as follows after Addison has paid in full all installments of the Addison Funds (as defined below): (1) Carrollton: 42.0% undivided interest. (2) Coppell: 22.7% undivided interest. (3) Farmers Branch: 20.10% undivided interest. (4) Addison: 15.2% undivided interest. C. Except for the conveyance of the Easement, as set forth in Paragraph 4.04 below, to Carrollton, Coppell, and Addison, nothing herein shall be construed as (i) granting Carrollton, Coppell, or Addison any interest in the Facility Property merely because the Facility is located on or attached to the Facility Property or (ii) granting a City an ownership interest in personal property paid entirely for and owned by another City merely because said personal property constitutes a component of the Facility or the cost for operation, maintenance, or repair of the personal property constitutes a Shared Operational Cost. 3.04 Division of Shared Capital Costs. The Cities agree that the Shared Capital Costs for the initial design, construction, and equipping of the Facility shall be allocated as follows: A. Carrollton: 49.5% undivided interest. B. Coppell: 26.8% undivided interest. C. Farmers Branch: 23.7% undivided interest. Shared Capital Costs other than those relating to the initial design, construction, and equipping of the Facility or those constituting Addison Capital Cost paid with Addison Funds shall be in accordance with the allocation for Shared Operational Costs set forth in Section 4.02, below. 3.05 Addison Capital Costs. The Cities agree that Addison shall not be required to contribute to the Shared Capital Costs for the initial design, construction, and equipping of the Facility. In lieu of such participation in the Shared Capital Costs, the Cities agree that Addison shall be solely responsible for the capital costs of certain additional improvements to be made to the Facility (“Addison Capital Costs”) subsequent to the Effective Date of this Agreement, including, but not limited to (i) construction of a driving surface to establish a northern entry into the Facility; (ii) the addition and/or finish out of a burn room on the fourth floor of the tower structure in the Facility; (iii) the design, construction, and equipping of an outdoor classroom and storage area located on the Facility Property; and (iv) the purchase of additional props and other equipment (e.g. additional car to train for forcible entry in car fires) as determined by the Facility Executive Board. Addison agrees to pay to the Paying City, the Addison Capital Costs in an PAGE 8 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) amount not to exceed $451,171.00 (the “Addison Funds”) for the Addison Capital Costs in accordance with the following schedule: A. Not later than five (5) days after the effective date of this Agreement: $110,000.00; B. On or before October 15, 2017: $166,425.00; and C. On or before October 15, 2018: $174,746.00. If the actual cost of the Addison Capital Costs exceeds the Addison Funds, if all the Cities agree in writing, the Cities may fund the additional costs, without the necessity of an amendment to this Agreement, and such additional costs shall be allocated in accordance with Section 4.02, below. Ownership of and title to improvements made with or equipment purchased with Addison Funds shall be governed by Section 3.03.B. even if constructed, installed or purchased before Addison makes its final installment payment of Addison Funds as provided above. 3.06 Reconciliation. On or after April 1, 2019, but in any case not later than September 1, 2019, the Cities shall determine the amount Addison has paid in Addison Funds for Addison Capital Costs pursuant to Section 3.05. If the amount is less than $451,171.00, Addison agrees to pay the difference between $451,171.00 and the amount of Addison Funds actually spent to Carrollton, Coppell, and Farmers Branch, which amount shall be split based on the percentages set forth in Section 3.04, above. IV. FACILITY MAINTENANCE AND OPERATION 4.01 Governance Boards. The following boards shall be established for the purpose of administering and operating the Facility: A. Facility Executive Board. There shall be established a Facility Executive Board whose permanent members shall be the Fire Chief of each City; provided, however, each Fire Chief may appoint another officer from the City’s fire department who may sit as an alternate member who shall have the right to vote on matters considered by the Facility Executive Board when the Fire Chief is absent from a meeting of the board. The Facility Executive Board shall be authorized to: (1) Adopt rules governing the meetings of the Facility Executive Board subject to the following: (a) A quorum of the Facility Executive Board shall be all three (3) members (which may be a combination of permanent and/or alternate members) for the purpose of holding meetings and the transaction of business, including voting on any matters considered by the Facility Executive Board; and (b) The approval of any matter considered by the Facility Executive Board shall require the affirmative vote of three (3) members (permanent and/or alternate) of the Facility Executive Board. PAGE 9 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) (2) Adopt procedures relating to the operation, maintenance, and use of the Facility; (3) Recommend to the Cities’ respective city managers and governing bodies approval of contracts and related amendments and change orders, if any, related to the design, construction, reconstruction, repair, remodeling, equipping, and operation of the Facility; (4) Prepare and recommend an annual operations and maintenance and capital improvement/replacement budget relating to the operation, maintenance, equipment, supplying and repair of the Facility (“the Facility Budget”); (5) Prepare and recommend for approval by the Cities of a rate schedule for use of the Facility by third parties; and (6) Perform such other tasks and duties as the Cities’ may from time to time unanimously agree shall be performed by the Facility Executive Board. B. Facility Operations Committee. There shall be established a Facility Operations Committee whose permanent members shall be an officer within the Fire Department of each City appointed by each Fire Chief to serve on the committee and whose job responsibilities should, but may not necessarily include, oversight and implementation of firefighter training for the Fire Department by whom the officer is employed. The Facility Operations Committee shall be authorized to: (1) Adopt rules governing the meetings of the Facility Operations Committee subject to the following: (a) A quorum of the Facility Operations Committee shall be all three (3) members; and (b) The approval of any matter considered by the Facility Operations Committee shall require the affirmative vote of all three (3) members of the Facility Operations Committee; (2) Make recommendations to the Facility Executive Board regarding the adoption and/or amendment of the operation, maintenance, and use policies relating to operation, maintenance, and use of the Facility; (3) Develop and make recommendations to the Facility Executive Board regarding the purchase of equipment, materials, hardware, software and services relating to the use, operation, maintenance, and/or repair of the Facility; (4) Oversee implementation of the Facility operation, maintenance, and use policies adopted by the Facility Executive Board; PAGE 10 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) (5) Prepare the master training schedule setting forth the time and dates on which the Facility will be used by the Cities; (6) Approve the scheduling of use of the Facility by parties other than the Cities; (7) Prepare for consideration of the Facility Executive Committee standard operating procedures and policies relating to use and operation of the Facility in conformance with NFPA 1403, as amended, or such other nationally recognized operational safety standards as may be adopted from time to time by the Facility Operations Committee; and (8) Perform such other tasks as may from time to time be assigned by the Facility Executive Board. C. Addison Representatives. Notwithstanding the foregoing to the contrary, Addison’s representatives to the Facility Executive Board and the Facility Operations Committee, respectively, shall be non-voting members until Addison has paid its first installment of the Addison Funds into the restricted project account described in Section 3.05, above. The voting rights of Addison’s representatives to the Facility Executive Board and the Facility Operations Committee shall be suspended on October 16, 2017, and/or October 16, 2018, respectively, if the installments of the Addison Funds have not been paid into the restricted project account on or before their respective due dates as provided in Section 3.05, above, which suspension shall be rescinded on the date the installments of Addison Funds have been paid. This Section 4.01.C. shall have no further effect upon Addison’s payment of all installments of the Addison Funds. D. Suspension of Participation and Voting Rights. In addition to other remedies set forth in this Agreement, the right of a City’s representatives to the Facility Executive Board and the Facility Operations Committee to participate in discussions and vote on matters before said board and/or committee shall be suspended if the City has failed to timely pay to another City any amount due pursuant to this Agreement and five (5) days have passed after delivery of a written demand to the non-paying City without such payment being made. 4.02 Shared Operational Costs. For the period beginning on the Acceptance Date and ending on the last day of the second full Fiscal Year during the Term, the Cities agree to pay the Shared Operational Costs based on the following allocation: (1) Carrollton: 42.0% undivided interest. (2) Coppell: 22.7% undivided interest. (3) Farmers Branch: 20.10% undivided interest. (4) Addison: 15.2% undivided interest. PAGE 11 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) Beginning with the third full Fiscal Year during the Term and for each Fiscal Year thereafter, each City agrees to pay its share of the Shared Operational Costs based on a ratio determined as follows: (1) The number of Structural Firefighter positions contained in the City’s approved annual budget for the Fiscal Year in which the Shared Operational Costs are to be paid; divided by (2) The total number of Structural Firefighter positions contained in the approved annual budget for all of the Cities for the Fiscal Year in which the Shared Operational Costs are to be paid. 4.03 Non-Shared Operational Costs. The Cities agree to pay in a timely manner their respective Non-Shared Operational Costs directly to the vendors with whom the Cities contract to provide services, equipment, supplies or facilities related to operation, repair, and/or maintenance of the Facility. 4.04 Easement Granting Right to Construct Facility on Facility Property. Notwithstanding anything herein to the contrary, Carrollton and Coppell shall not be required to deliver their respective shares of the Shared Capital Costs for the initial design, construction, and equipping of the Facility until Farmers Branch has conveyed to Carrollton and Coppell, respectively, a non-exclusive perpetual easement authorizing the construction, reconstruction, maintenance, repair, replacement, remodeling, use, and operation of the Facility on the Facility Property and, to the extent necessary, direct access across Farmer Branch’s adjacent property for purpose of providing ingress and egress to the Facility Property. Farmers Branch agrees to convey to Addison an easement similar in scope to the easements granted to Carrollton and Coppell; provided, however, the conveyance of such easement shall not be required until Addison has paid its last installment of the Addison Funds, in which case Farmers Branch shall sign and deliver a document conveying said easement not later than thirty (30) days after receipt of notice that the final installment of the Addison Funds has been paid into the restricted fund account as required by Section 3.05, above. 4.05 Annual Budget. A. No later than one hundred eighty (180) days prior to the beginning of each Fiscal Year, the Facility Executive Board shall prepare, or cause to be prepared, a budget setting forth the anticipated Shared Capital Costs, Shared Operational Costs, and Non-Shared Operational Costs (the “Annual Facility Budget”) for said Fiscal Year. The Annual Facility Budget must be recommended for approval by a majority vote of the entire Facility Executive Board. After consideration by the Facility Executive Board, the Annual Facility Budget shall be submitted to the City Manager of each City for review, approval and inclusion of the amount of each City’s respective share of the Annual Facility Budget into the Cities’ respective annual general municipal budget. B. The Annual Facility Budget shall clearly indicate the amounts, sources and purposes of revenues to be contributed by each City as its share of the Annual Facility Budget. The Annual Facility Budget shall not reflect revenues anticipated from any source other than the PAGE 12 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) Cities for the Fiscal Year to which the Annual Facility Budget applies; however, it may reflect credits against the Cities’ shares of Shared Capital Costs and/or Shared Operational Costs to be paid in the Fiscal Year based on revenues received from third parties in the prior Fiscal Year. C. If the Facility Executive Board fails to approve and recommend the Annual Facility Budget for a particular Fiscal Year, then the Annual Facility Budget for the then current Fiscal Year shall be deemed to be the Annual Facility Budget recommended for the next Fiscal Year. D. Failure of a City to include in the City’s annual budget funds to pay its share of Shared Operational Funds for any Fiscal Year shall constitute a notice of termination of that City’s participation in this Agreement; in which case said City’s right to use the Facility shall be immediately suspended until said City appropriates funds to pay its share of the Shared Operational Costs and, in fact, pays such funds as provided in Section 4.14, below. A City which fails for two consecutive Fiscal Years to include in its annual budget the funds necessary to pays its share of Shared Operational Costs shall be deemed to be a Terminating Party pursuant to Article II of this Agreement. 4.06 Provision of Administrative Services; Administrative Fee. A. As of the Effective Date, Farmers Branch shall provide certain administrative services with respect to operation of the Facility including, but not limited to: (1) The receipt, deposit, and investment of funds received from the Cities and other sources relating to the Facility including, but not limited to, funds to pay Shared Capital Costs and Shared Operational Costs; (2) Payment by check or wire transfer of contractors, suppliers, and other vendors for expenses incurred for Shared Capital Costs and Shared Operational Costs from funds available in the Fire Training Facility Funds; (3) Legal services relating to the preparation and/or review of agreements, policies, procedures, and other matters relating to the Facility through the Farmers Branch city attorney; and (4) Purchasing and contracting services relating to operation, maintenance, and repair of the Facility. B. The Annual Facility Budget shall set forth a not-to-exceed amount to be paid to Farmers Branch for the applicable Fiscal Year as reimbursement for the out-of-pocket costs incurred by Farmers Branch for providing the administrative services described in this Section 4.06 plus a reasonable overhead charge (“the Annual Administrative Fee”). The amount set forth in the Annual Facility Budget for the Annual Administrative Fee shall be the maximum amount paid to Farmers Branch for providing the described administrative services. In the event Farmers Branch defaults or terminates participation in this Agreement, Farmers Branch shall have no further responsibilities under Section 4.06.A and shall no longer be entitled to the Annual PAGE 13 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) Administrative Fee. The remaining Cities shall determine how to appropriately apportion Farmers Branch’s previous responsibilities and rights under this Section 4.06. C. The Cities may from time to time during the Term provide for a different City to provide the administrative services described herein, which change can be made without the necessity of amending this Agreement provided the change is acknowledged in writing signed by the City Managers of the Cities. In the event of such a change, the provisions in Section 4.06.B., above, relating to the establishment and payment of the Annual Administrative Fee shall apply to the City providing the services. 4.07 Scheduling Use of Facilities. After the Acceptance Date, the Coppell Fire Chief or designee, shall be primarily responsible for preparing the master schedule relating to the use of the Facility (“the Master Schedule”). In preparing the Master Schedule, the following factors shall be taken into consideration in determining who can use the Facility or any part thereof at any particular time: A. Use by one or more of the Cities shall take precedence over use by another entity; B. The amount of time the Cities may reserve the Facility for use during a Fiscal Year shall to the extent reasonably possible be allocated on a percentage basis in the same manner as the allocation of Shared Operational Costs is determined pursuant to Section 4.02 for that Fiscal Year; and C. Scheduling shall be in accordance with policies and procedures approved by the Facility Executive Board. The Master Schedule shall be reviewed on a regular basis by the Facility Operations Committee, which shall have the authority to amend the Master Schedule. The Cities may agree to reassign the duties of preparing and maintaining the Master Schedule to a different City without the necessity of amending this Agreement provided such reassignment is memorialized in writing and signed by the members of the Facility Executive Committee. Notwithstanding Paragraph B, above, if the actual amount of time the Facility is used by the Cities during a Fiscal Year differs from the allocation of time to which the Cities are entitled during that Fiscal Year because one or more of the Cities elected to use the Facility when the Facility was not scheduled for use by any of the other Cities, there shall be no adjustment of the Cities’ shares of the Annual Facility Budget. 4.08 Maintenance of the Facility. Upon the Acceptance Date, the Carrollton Fire Chief, or designee, shall be responsible for coordinating and inspecting the repair and maintenance of the Facility on behalf of the Cities. Carrollton shall not be required to directly spend any funds with respect to the performance of any repairs or maintenance, which expenditures shall be paid from the Fire Training Facility Funds pursuant to agreements entered into between Farmers Branch and the appropriate contractor or vendor on behalf of the Cities. 4.09 Right to Access and Use Facility. Provided a City has complied with the provisions of this Agreement including, but not limited to, payment of the City’s share of Shared PAGE 14 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) Capital Costs and Shared Operational Costs, each City shall have the right to access and use the Facility in accordance with the policies and procedures established by the Facility Executive Board. At no time shall the Facility Executive Board be authorized to adopt any rule or procedure which excludes a City from accessing or using the Facility as long as the City is not in default (after notice of such default has been received by the City and the City has been provided a reasonable opportunity to cure the default) of this Agreement. 4.10 Revenues from Third Party Use. The Cities agree that revenues received from charges and fees assessed to third parties for the use of the Facility shall be applied in the following priority: A. Payment for any consumables used by the third party during its use of the Facility; B. After deducting the amount required by Paragraph A, fifty percent (50%) of the net amount shall be placed in a Shared Operational Costs reserve fund the purpose of which is to hold the funds until the next subsequent Fiscal Year, at which time those funds may be identified as revenues and applied to the payment of the Shared Operational Costs; and C. The remaining fifty percent (50%) of the net amount shall be placed in a Shared Capital Cost reserve fund and held until appropriated for payment of a future Shared Capital Cost. 4.11 Property and Casualty Insurance. A. Farmers Branch agrees to purchase property fire and casualty insurance to cover damage or destruction to the Facility resulting from windstorm, tornados, fire, theft, or other casualty in an amount which provides for the replacement value of the Facility, including its structures and equipment. B. The amount of the premium to be paid for the insurance coverage purchased pursuant to Section 4.11.A. shall be a line item in the Annual Facility Budget. Farmers Branch shall be entitled to reimbursement to the extent of the funds allocated to the Annual Facility Budget for the amount paid by Farmers Branch for the foregoing fire and casualty insurance. C. In the event of a casualty loss to any structure constructed as part of the Facility or equipment installed as part of the Facility, any proceeds paid from an insurance claim shall be first applied to the repair or replacement of the portion of the structure and/or equipment in the Facility which was damaged or destroyed. In the event the insurance claim proceeds received exceed the amount necessary to make the required repairs or replacement of improvements or equipment, such excess proceeds shall be placed in the Shared Capital Costs reserve fund for use on a subsequent Shared Capital Costs expenditure. D. In the event that the damage or loss to the Facility is so extensive that the Cities elect to not reconstruct the Facility, insurance claim proceeds received by Farmers Branch in PAGE 15 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) relation to the loss shall first be used to demolish the remaining improvements and restore the Facility Property to substantially the condition prior to the Effective Date, then to pay any accrued but not yet paid Shared Operational Costs, then distributed to the Cities based on the then current allocation for Shared Capital Costs. 4.12 Use of Existing Farmers Branch Office and Other Facilities. A. Pursuant to this Agreement, Farmers Branch agrees to provide to the other Cities the non-exclusive right to use office space within Farmers Branch’s Fire Station No. 3 for use by the training officers of the other Cities while the other Cities are conducting training at the Facility. The determination of which space shall be used shall be at the sole discretion of Farmers Branch. While Farmers Branch will use reasonable efforts to provide an unoccupied space, Carrollton, Coppell, and Addison understand and agree that the office space selected by Farmers Branch for use by the other Cities during training may also be occupied by Farmers Branch personnel. B. Farmers Branch may, at its sole option, make such office space available to third parties using the Facility. C. Farmers Branch agrees to make available to the Cities the following: (1) Use of the training room and audio visual equipment located in Farmers Branch’s Fire Station No. 3, when available during the days in which the other Cities are using the Facility; and (2) Self-Contained Breathing Apparatus (“SCBA”) compressor to recharge SCBA tanks; and (3) Access to restrooms, coffee, and other public areas. The Annual Facility Budget shall include funds to provide the amount to be paid to Farmers Branch to reimburse Farmers Branch for the reasonable costs of consumables used by the other Cities while using the space within Fire Station No. 3. 4.13 Utilities. Electricity to provide electrical power for the Facility and its equipment shall be separately metered. Farmers Branch shall be responsible for the timely payment of the electrical bill as part of the administrative services to be provided. The Cities understand and acknowledge that water consumed as part of the operation of the Facility will not initially be metered; however, the Annual Facility Budget shall include funds to be used to reimburse Farmers Branch for the estimated cost incurred by Farmers Branch for the consumption and use of such water. 4.14 Payment of Budgeted Funds. Addison, Carrollton and Coppell shall pay to Farmers Branch the amount of their respective shares of the funds identified in the Annual Facility Budget for each Fiscal Year on or before October 15th of each Fiscal Year during the Term. Such funds shall be credited to the appropriate Fire Training Facility Fund as indicated in the approved Facility Budget. Farmers Branch shall, upon the effective date of its Annual Budget, allocate its PAGE 16 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) share of funds identified in the Facility Budget and credit such funds to the appropriate Fire Training Facility Fund as indicated in the approved Facility Budget. V. DEFAULT In the event any City shall fail in the performance of any of the terms and conditions of this Agreement; then such City shall be in default of this Agreement if such failure is not cured within thirty (30) days after written notice of such failure from any one or more non-defaulting Cities. The rights and ownership interests of such defaulting City under this Agreement shall be terminated without further notice provided that such defaulting City shall have such additional time to cure as may be required in the event of "Force Majeure.” As liquidated damages in the event of such default, the ownership interest of such defaulting City in the Facility shall be forfeited to the non-defaulting Cities according to their pro-rata ownership thereof, and the rights of the defaulting City under this Agreement shall be terminated. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. VI. MISCELLANEOUS 6.01 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received when sent in the United States Mail, Postage Prepaid, Certified Mail, Return Receipt Requested, by hand-delivery or facsimile transmission and addressed to the respective City at the following address: If intended for City of Carrollton: Leonard Martin, City Manager City of Carrollton 1945 E. Jackson Road Carrollton, Texas 75006 With copy(ies) to: Meredith Ladd, City Attorney City of Carrollton 1945 E. Jackson Road Carrollton, Texas 75006 If intended for City of Coppell: City of Coppell Attn: City Manager 255 E. Parkway Boulevard Coppell, Texas 75019 With copy(ies) to: Robert E. Hager Nichols, Jackson, Dillard, Hager & Smith, LLP 500 N. Akard, Suite 1800 Dallas, Texas 75201 If intended for City of Farmers Branch: City of Farmers Branch Attn: City Manager 13000 William Dodson Parkway Farmers Branch, Texas 75234 With copy(ies) to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, LLP 500 N. Akard, Suite 1800 Dallas, Texas 75201 PAGE 17 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) If intended for Town of Addison: Town of Addison Attn: City Manager 5300 Belt Line Road Dallas, Texas 75254 With copy(ies) to: City Attorney Town of Addison 5300 Belt Line Road Dallas, Texas 75254 6.02 Governing Law. The validity of this Agreement and any of its terms and provisions as well as the rights and duties of the Cities shall be governed by the laws of the State of Texas; and venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The Cities agree to submit to the personal and subject matter jurisdiction of said court. 6.03 Party Responsibility. To the extent allowed by law, and without waiving any governmental immunity available to the Cities under Texas law, or any other defenses the Cities are able to assert under Texas law, each City agrees to be responsible for its own negligent or otherwise tortious acts or omissions in the course of performance of this Agreement. The covenants, obligations and liabilities of the Cities shall be several and not joint or collective. Each of the Cities shall be individually responsible for its own covenants, obligations and liabilities herein. It is not the intention of the Cities to create, nor shall this Agreement be construed as creating a partnership, association, joint venture or trust, as imposing a trust or partnership covenant, obligation or liability on or with regard to any of the Cities. 6.04 Immunity. It is expressly understood and agreed that, in the performance of this Agreement, none of the Cities waive, nor shall be deemed hereby to have waived, any immunity or defense that would otherwise be available to them against claims arising in the exercise of governmental powers and functions. By entering into this Agreement, the Cities do not create any obligations, express or implied, other than those set forth herein, and this Agreement shall not create any rights in any persons or entities who are not parties to this Agreement. The Cities expressly acknowledge and agree that the construction, operation, and use of the Facility constitute a governmental function pursuant to the Texas Tort Claims Act, as amended. 6.05 Entire Agreement. This Agreement represents the entire agreement among the Cities with respect to the subject matter covered by this Agreement. There is no other collateral, oral or written agreement between the parties that in any manner relates to the subject matter of this Agreement. 6.06 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 6.07 Recitals. The recitals to this Agreement are incorporated herein. 6.08 Amendment. This Agreement may be amended by the mutual written agreement of all Cities. PAGE 18 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) 6.09 Place of Performance. Performance and all matters related thereto shall be in Dallas County, Texas. 6.10 Authority to Enter Agreement. Each City has the full power and authority to enter into and perform this Agreement, and the person signing this Agreement on behalf of each City has been properly authorized and empowered to sign this Agreement. The persons signing this Agreement hereby represent that they have authorization to sign on behalf of their respective City. 6.11 Severability. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect the other provisions, and the Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 6.12 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. 6.13 Assignment. No City may assign, transfer, or otherwise convey this Agreement without the prior written consent of the other Cities. 6.14 Consents. Unless expressly stated otherwise, whenever the consent or the approval of a City is required herein, such City shall not unreasonably withhold, delay or deny such consent or approval. 6.15 Good Faith Negotiation; Dispute Mediation. Whenever a dispute or disagreement arises under the provisions of this Agreement, the Cities agree to enter into good faith negotiations to resolve such disputes. If the matter continues to remain unresolved, the Cities shall refer the matter to outside mediation, the costs of which shall be shared equally, prior to engaging in litigation (unless delaying the filing of a lawsuit might result in the lawsuit being barred, including but not limited to a bar by a statute of limitations). The provisions of this Section 6.15 shall survive termination. 6.17 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the parties, as well as any rights and benefits of the Cities, pertaining to a period of time following the termination of this Agreement shall survive termination. 6.18 Source of Payment. Each City paying for the performance of governmental functions or services pursuant to this Agreement must make those payments from current revenues available to the paying City or from funds otherwise lawfully available to the City for use in the payment of the City’s obligations pursuant to this Agreement. 6.19 Force Majeure. No City shall be liable to any or all of the other Cities for any failure, delay, or interruption in the performance of any of the terms, covenants, or conditions of this Agreement due to causes beyond the City’s respective control or because of applicable law, including, but not limited to, war, nuclear disaster, strikes, boycotts, labor disputes, embargoes, acts of God, acts of the public enemy, acts of superior governmental authority, floods, riots, PAGE 19 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) rebellion, sabotage, terrorism, or any other circumstance for which a party is not legally responsible or which is not reasonably within its power to control. The affected City's obligation shall be suspended during the continuance of the inability then claimed, but for no longer period. To the extent possible, the City shall endeavor to remove or overcome the inability claimed with all reasonable dispatch. 6.20 Liquidation of Center. Upon the termination of this Agreement, all equipment and property associated with the Facility (excluding the Facility Property and building) shall, to the extent allowed by law, be sold for the fair market cash value in a private sale, or pursuant to notice and competitive bidding or by auction and the sale proceeds distributed to the then remaining Cities according to their pro rata ownership thereof. 6.21 Additional Participating Parties. Additional cities or other governmental entities may become parties under the terms of this Agreement by an appropriate amendment to this Agreement approved by the governing body of each of the Cities. 6.22 Replacement of Original Agreement. This Agreement replaces and supersedes the Original Agreement. Notwithstanding the Effective Date of this Agreement, this Agreement shall deem to have been effective with respect to Carrollton, Coppell, and Farmers Branch as of April 1, 2016, said date being the effective date of the Original Agreement, but shall be effective as to Addison on the Effective Date of this Agreement. (Signatures on Following Pages) PAGE 20 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) City of Carrollton Signature Page SIGNED AND AGREED this ________ day of ______________, 2016. CITY OF CARROLLTON By:___________________________________ Leonard Martin, City Manager ATTEST: _______________________________ Laurie Garber, City Secretary APPROVED AS TO FORM: ________________________________ Meredith A. Ladd, City Attorney PAGE 21 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) City of Coppell Signature Page SIGNED AND AGREED this ________ day of ____________________, 2016. CITY OF COPPELL By:___________________________________ Clay Phillips, City Manager ATTEST: _______________________________ Christel Pettinos, City Secretary APPROVED AS TO FORM: ________________________________ City Attorney PAGE 22 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) City of Farmers Branch Signature Page SIGNED AND AGREED this ________ day of ______________________, 2016. CITY OF FARMERS BRANCH By:___________________________________ Charles S. Cox, City Manager ATTEST: _______________________________ Amy Piukana, City Secretary APPROVED AS TO FORM: ________________________________ Peter G. Smith, City Attorney PAGE 23 FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) Town of Addison’s Signature Page SIGNED AND AGREED this _______ day of _______________________, 2016. TOWN OF ADDISON By:___________________________________ Wesley Pierson, City Manager ATTEST: _______________________________ Laura Bell, City Secretary APPROVED AS TO FORM: ________________________________ City Attorney PAGE 1 EXHIBIT “A” TO FIRST AMENDED AND RESTATED JOINT FIRE TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT (kbl:11/7/16:80772) Exhibit A Survey of Facility Property RESOLUTION NO. ____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, AUTHORIZING THE CITY MANAGER TO ENTER INTO AN AMENDED AND RESTATED JOINT TRAINING CENTER INTERLOCAL COOPERATION AGREEMENT AMONG THE CITIES OF CARROLLTON, COPPELL, FARMERS BRANCH, AND THE TOWN OF ADDISON; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Carrollton, City of Coppell, City of Farmers Branch, and Town of Addison (collectively the “Cities”) are political subdivisions within the State of Texas engaged in the provision of government services for the benefit of its citizens; and WHEREAS, because of their location within the DFW Metroplex and their proximity to each other, the Cities are regularly called upon to provide mutual assistance to each other on fire fighting calls for service; and WHEREAS, effective December 9, 2014, the City of Coppell entered into an Interlocal Cooperation Agreement with the Cities of Carrollton and Farmers Branch to establish the terms by which the Cities would jointly design, construct, maintain, operate, manage and use a fire training facility (“the Facility”) on property owned by Farmers Branch; and WHEREAS, Addison desires to become a party to the Original Agreement and to make certain payments to be used for equipping the training facility as well as pay its share toward the operating and maintenance cost of the training facility; and WHEREAS, Carrollton, Coppell, and Farmers Branch desire to add Addison as a party to the Original Agreement; and WHEREAS, the Cities desire to enter into an amended agreement for the purpose of adding Addison as a participant in the capital and operation and maintenance costs of the joint training facility and making certain other amendments to the Original Agreement in order to accommodate Addison; and WHEREAS, the City Council of the City of Coppell finds it to be in the public interest to authorize Coppell’s participation of the above Facility project; NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1 All of the above premises are found to be true and correct legislative and factual finding of the City Council, and they are hereby approved, ratified, and incorporated into the body of the Resolution as if copied in their entirety. SECTION 2 The City Council hereby authorizes the City Manager to enter into an amended and restated Joint Fire Training Center Interlocal Agreement among the cities of Carrollton, Coppell, Farmers Branch and the Town of Addison. SECTION 3 The City Manager, or designee, is authorized to take those steps reasonable and necessary to comply with the intent of this Resolution. SECTION 4 This Resolution shall take effect immediately from and after its passage. DULY PASSED AND APPROVED by the City Council of the City of Coppell, Texas this 13th day of December, 2016. CITY OF COPPELL, TEXAS ____________________________________ Karen Selbo Hunt, Mayor ATTEST: APPROVED AS TO FORM: ________________________________ ___________________________________ Christel Pettinos, City Secretary City Attorney Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3076 File ID: Type: Status: 2016-3076 Agenda Item Passed 1Version: Reference: In Control: Fire 11/29/2016File Created: 12/13/2016Final Action: City of Carrollton ILA-Radio CommunicationsFile Name: Title: Consider adoption of a Resolution approving an Interlocal Agreement between the City of Coppell and the City of Carrollton for the purchase of communication equipment, audio/visual systems, installation, repair and related services: authorizing the Mayor to sign and City Manager to execute documents. Notes: Agenda Date: 12/13/2016 Agenda Number: D. Sponsors: Enactment Date: Staff Memo.pdf, Interlocal Agreement.pdf, Exhibit A.pdf, Resolution.pdf Attachments: Enactment Number: RE 2016-1213.2 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassApproved on the Consent Agenda 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3076 Title Consider adoption of a Resolution approving an Interlocal Agreement between the City of Coppell and the City of Carrollton for the purchase of communication equipment, audio/visual systems, installation, repair and related services: authorizing the Mayor to sign and City Manager to execute documents. Summary Please see staff memo. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3076) Fiscal Impact: There is no fiscal impact of this agenda item at this time. Staff Recommendation: The Fire Department recommends approval. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Kevin Richardson, Fire Chief Date: December 13, 2016 Reference: Resolution approving an Interlocal Agreement between the City of Coppell and the City of Carrollton for the purchase of communication equipment, audio/visual systems, installation, repair and related services. 2030: Sustainable City Government Introduction: On November 9, 2010, City Council approved the terms and conditions of an Interlocal Agreement between the City of Carrollton and the City of Coppell regarding the sale and purchase of communication equipment, repair and related service. The signed agreement has since expired and the Coppell Fire Department would like to continue the purchasing and service repair relationship with the City of Carrollton radio shop. Analysis: Approval will allow the City of Coppell to continue using a local resource for purchasing and servicing communication equipment. This relationship has proven to be beneficial in standardizing regional processes and equipment for local public safety organizations. Ultimately improving service and life safety for our community and region. Legal Review: This agenda item was reviewed by Bob Hagar on 12/9/2016. Fiscal Impact: There is no fiscal impact of this agenda item at this time. Recommendation: The Fire Department recommends approval of this item. Interlocal Agreement City of Carrollton and City of Coppell -2016 INTERLOCAL AGREEMENT CITY OF CARROLLTON AND CITY OF COPPELL This INTERLOCAL AGREEMENT (the “Agreement”) is made and entered into by and between the CITY OF CARROLLTON, a municipal corporation, located in Dallas County, Texas (the “CITY”), and the CITY OF COPPELL, a municipal corporation, located in Dallas County, Texas (“COPPELL”). W I T N E S S E T H : WHEREAS, the Interlocal Cooperation Act, Government Code Chapter 791, Vernon’s Texas Civil Statutes, provides authorization for any local government to contract with one or more local governments to perform governmental functions and services; and WHEREAS, CITY and COPPELL desire to enter into an agreement regarding the sale and purchase of communication equipment, audio / visual systems, installation, repair and related services (the “Services”); and WHEREAS, CITY can provide and sell those Services to COPPELL for additional services outside the scope of this Interlocal Agreement, can be requested and authorized by COPPELL; and NOW THEREFORE, THIS AGREEMENT is hereby made and entered into by CITY and COPPELL for the mutual considerations stated herein: I. 1.0 SALE AND PURCHASE 1.1 For the consideration hereinafter agreed to, and under the terms and conditions of this Agreement, the CITY under takes, covenants and agrees to sell to COPPELL Services and Equipment II. 2.0 CITY RESPONSIBILITIES 2.1 The CITY’s responsibilities with respect to this Agreement are set forth in Exhibit “A,” attached to and incorporated herein. Interlocal Agreement City of Carrollton and City of Coppell -2016 III. 3.0 COPPELL REPONSIBLILITIES 3.1 COPPELL’s responsibilities with respect to this Agreement are set forth in Exhibit “A.” IV. 4.0 RATES AND PAYMENT 4.1 As consideration for the Services contracted for herein, COPPELL agrees to pay the CITY the rates set forth in Exhibit “A”. These rates will be reviewed on an annual basis on the Agreement’s anniversary date, and any adjustments will not be implemented without the prior written consent of both CITY and COPPELL. 4.2 The CITY shall submit itemized monthly invoices (with attachments) in accordance with the contract requirements. Unless noted all invoices will be net 30 days upon receipt in COPPELL Auditors Office. 4.3 An original invoice will be sent to the CITY OF COPPELL P.O. Box 9478, Coppell TX. 75019 V. 5.0 DISPOSITION OF FUNDS 5.1 The funds paid by COPPELL to the CITY will be deposited with the City Controller in a fund designated in the attached Resolution. VI. 6.0 TERM 6.1 The term of this Agreement shall be for five (5) years, commencing December 1, 2016. This Agreement may be terminated by either party upon one hundred eight (180) days prior written notice thereof to the other of its intention to terminate upon the date specified in such notice. Interlocal Agreement City of Carrollton and City of Coppell -2016 VII. 7.0 NOTICES 7.1 Any notice, payment, statements, or demand required or permitted to be given hereunder by either party to the other may be effected by personal delivery in writing or by mail, postage prepaid. Mailed notices shall be addressed to the parties at the addresses appearing below, but each party may change its address by written notice in accordance with this section. Mailed notices shall be deemed communicated as of three (3) days after mailing. If intended for the CITY, to: Copy to: Director of I.T. City Manager City of Carrollton City of Carrollton P.O. Box 110535 P.O. Box 110535 Carrollton, Texas 75011-0535 Carrollton, Texas 75011-0535 If intended for COPPELL, to: Copy to: Emergency Management Coordinator City Manager CITY OF COPPELL CITY OF COPPELL P.O. Box 9478 P.O. Box 9478 Coppell, Texas 75019 Coppell, Texas 75019 VIII. 8.0 WARRANTIES EXCLUDED 8.1 It is understood and agreed that any and all warranties which exist come from the manufacturer. The City is not the manufacturer. IX. 9.0 INDEMNITY 9.1 COPPELL agrees to be responsible for its own acts of negligence and CITY agrees to be responsible for its own acts of negligence which may arise in connection with the purchase, use and operation of Services. In the event of joint and concurrent negligence, COPPELL and CITY agree that responsibility shall be apportioned Interlocal Agreement City of Carrollton and City of Coppell -2016 comparatively. This obligation shall be construed for the benefit of the parties hereto, and not for the benefit of any third parties, nor to create liability for the benefit of any third parties, nor to deprive the parties hereto of any defenses each may have as against third parties under the laws and court decisions of the State of Texas. X. 10.0 MISCELLANEOUS PROVISIONS 10.1 This Agreement is entered into subject to the Charter and ordinances of the CITY and the legislative enactments of COPPELL, both as amended, and all applicable federal and State laws. The provisions of this Agreement shall be construed in accordance with the laws and court decisions of the State of Texas; and exclusive venue shall lie in Dallas County, Texas. 10.2 This Agreement may be revised at anytime by written mutual consent of the parties. No oral modifications can be made to this Agreement. 10.3 The captions to the various clauses of this Agreement are for informational purposes only, and shall not alter the substance of the terms and conditions of this Agreement. 10.4 This Agreement embodies the complete agreement of the parties hereto, superseding all oral or written previous and contemporaneous agreements between the parties relating to matters in this Agreement. 10.5 COPPELL and CITY acknowledge that neither party is an Agent, employee, or joint enterprise of the other. 10.6 This Agreement has been duly executed and delivered by both parties and constitutes a legal and binding obligation of the parties. Each person executing this Agreement on behalf of each party represents and warrants that they have full right and authority to enter into this Agreement. 10.7 THIS AGREEMENT SHALL BE EXPRESSLY SUBJECT TO CITY’S GOVERNMENTAL IMMUNITY AND COPPELL’S SOVEREIGN IMMUNITY, TITLE 5 OF THE TEXAS CIVIL PRACTICES AND REMEDIES CODE. 10.8 In the event that one (1) or more provisions contained in this Agreement shall be held invalid, illegal or unenforceable in any respect, this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, and shall not affect the remaining provisions of this Agreement, which shall remain in full force and effect. Interlocal Agreement City of Carrollton and City of Coppell -2016 10.9 This agreement will be subject to the availability of governmental fiscal funding. If such funds become reduced or unavailable, any agreement shall be subject to immediate modifications, reduction or termination 10.10 The CITY has executed this Agreement pursuant to Council Resolution No._______,passed on the_____day of_________, 2016. 10.11 COPPELL has executed the Agreement pursuant to Council Resolution No._________,passed on the ______day of___________,2016. EXECUTED this the_________day of _____________, 2016. COPPELL: CITY: BY:___________________ BY:___________________ Clay Phillips Leonard Martin City Manager City Manager APPROVED AS TO FORM: APPROVED AS TO FORM: BY:___________________ BY:___________________ ________________ Clayton Hutchins City Attorney City Attorney Exhibit A 1.0 CITY Responsibilities The CITY agrees to provide all necessary facilities, personnel, equipment, service documentation, transportation, and software to maintain, install, program and/or modify all COPPELL communication and related equipment. 2.0 Reporting This agreement with the CITY will be under the direct supervision of the COPPELL’s Emergency Management Coordinator. 3.0 Drive-in Service The CITY will operate a drive in maintenance facility with business hours from 7:30 am to 4:30 pm Monday through Friday (or any day the CITY is open for business). 4.0 Service Calls/Response Times Normal - the CITY shall provide field service for non-public safety fixed equipment Monday through Friday, during normal business hours 7:30 am to 4:30 pm. The CITY will be required to respond to normal service calls within four (4) hours of notification. Emergency - the CITY shall be required to provide emergency field service twenty four (24) hours per day, seven (7) days a week for public safety repeaters, base/control stations, consoles, voting equipment, and remotes, etc. The CITY shall be required to respond to emergency service calls within (2) hours of notification. 5.0 Notification Service Calls - if the CITY elects to utilize a help desk, answering service or pager to assist in notifying its personnel of the need for service for the COPPELL, it will be required that the CITY 1) for confirmation purposes call the COPPELL’s Emergency Management Coordinator and reporting department back within 15 minutes of receipt of the initial request for service , and 2) upon arrival and within a reasonable amount of time call the COPPELL’s Emergency Management Coordinator and reporting department to outline what actions are being undertaken to correct the reported problem. The CITY will be required to notify the COPPELL’s Emergency Management Coordinator and reporting department upon completion of any required repairs. 6.0 Repair Rates Business Hours (Monday to Friday 7:30AM – 4:30AM) Junior Tech labor rate - $85.00 per hour with ½ hour minimum Senior Tech labor rate - $125.00 per hour with ½ hour minimum After Hours Junior Tech & In-shop labor rate - $127.50 per hour with ½ hour minimum Senior Tech labor rate - $187.50 per hour with ½ hour minimum 7.0 Vehicular Equipment Installation/Removal Pricing SUV/Sedan Front mount mobile radio installation $95.00 SUV/Sedan Front mount mobile radio removal $45.00 SUV/Sedan Remote mount mobile radio installation $125.00 SUV/Sedan Remote mount mobile radio removal $50.00 SUV/Sedan Mobile computer installation $150.00 SUV/Sedan Mobile computer removal $75.00 Medic Remote mount mobile radio installation $150.00 Medic Remote mount mobile radio removal $75.00 Installation and/or removal of other items not specifically listed above will be performed at time and material rates. 8.0 Special Projects From time to time during the term of this agreement, the CITY will be asked to perform various special projects related to the COPPELL’s communication effort. As part of these projects, the CITY will perform electronic, electrical, and mechanical design, installation and/or modification of various equipment and sub systems to achieve the outcome desired by the COPPELL. Proposal will be submitted by the CITY for those projects that the COPPELL deems to be somewhat large in scope and beyond routine daily activities on a time and material basis. TM 82166 RESOLUTION NO. ____________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN INTERLOCAL AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS AND CITY OF CARROLLTON, TEXAS; TO PURCHASE COMMUNICATIONS EQUIPMENT INSTALLATION AND REPAIR SERVICES; PROVIDING FOR TERMS AND CONDITIONS AND AUTHORIZING THE CITY MANAGER TO EXECUTE SUCH AGREEMENT AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Interlocal Agreement (“Agreement”) by and between the City of Coppell, Texas and City of Carrollton, Texas, a copy of which is attached hereto and incorporated herein by reference as Exhibit A; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the City Manager should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1 All of the above premises are found to be true and correct legislative and factual finding of the City Council, and they are hereby approved, ratified, and incorporated into the body of the Resolution as if copied in their entirety. SECTION 2 The City Council hereby approves the terms and conditions of an Interlocal Agreement between the City of Coppell and the City of Carrollton for the purchase, installation and repair of communication equipment as set forth in Exhibit A, which is attached hereto and incorporated herein; and, the City Manager is authorized to execute said Agreement. SECTION 3 The City Manager, or designee, is authorized to take those steps reasonable and necessary to comply with the intent of this Resolution. SECTION 4 This Resolution shall take effect immediately from and after its passage. TM 82166 DULY PASSED AND APPROVED by the City Council of the City of Coppell, Texas this 13th day of December, 2016. CITY OF COPPELL, TEXAS ____________________________________ Karen Selbo Hunt, Mayor ATTEST: APPROVED AS TO FORM: ________________________________ ___________________________________ Christel Pettinos, City Secretary City Attorney Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3075 File ID: Type: Status: 2016-3075 Agenda Item Passed 1Version: Reference: In Control: Parks and Recreation 11/28/2016File Created: 12/13/2016Final Action: Gym Floor ReplacementFile Name: Title: Consider award of a proposal from Spectra Contract Flooring, for the replacement of the gym floor at The CORE, in the amount of $75,000.00, as budgeted, utilizing Buy Board Contract #476-15; and authorizing the City Manager to sign the necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: E. Sponsors: Enactment Date: Memo.pdf, Quote.pdf, Spectra Buyboard Contract.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 PassApproved on the Consent Agenda 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3075 Title Consider award of a proposal from Spectra Contract Flooring, for the replacement of the gym floor at The CORE, in the amount of $75,000.00, as budgeted, utilizing Buy Board Contract #476-15; and authorizing the City Manager to sign the necessary documents. Summary See attached memo. Fiscal Impact: Funds have been budgeted in the Infrastructure Maintenance Fund for this project. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3075) (11-03-13-3110) Staff Recommendation: The Parks and Recreation Department recommends approval. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Brad Reid, Director of Parks and Recreation Date: December 13, 2016 Reference: Consider award of a proposal from Spectra Contract Flooring, for the replacement of the gym floor at The CORE, in the amount of $75,000.00, as budgeted, utilizing Buy Board Contract #476-15; and authorizing the City Manager to sign the necessary documents. 2030: Sustainable City Government: Excellent and Well-maintained City Infrastructure and Facilities Introduction: With facility-wide attendance over 230,000 each year, The CORE is heavily used by the residents of Coppell. The gymnasium at The CORE is used for open-play, facility programs, special events, rentals, City functions, and much more. The current gymnasium floor, installed in June 2009, is beginning to delaminate and shows signs of wear and tear due to heavy multi-use. The current floor is at the end of its usable life and is need of replacement to continue to serve patrons and the community. Analysis: The gymnasium floor industry has made many advances in recent years, providing facilities with a better quality, more durable and longer lasting floor option. Replacing the gymnasium floor will upgrade the look, durability, and usability that the rest of the facility gained during the renovation and expansion in 2011. Legal Review: Agenda item does not require legal review. Fiscal Impact: The fiscal impact of this item is $75,000, as budgeted. Recommendation: 2 The Parks and Recreation Department recommends approval of this item. Spectra Contract Flooring - Dallas/Fort Worth Shaw Contract Flooring Services, Inc. d/b/a Fax:(469) 549-9399 (469) 549-9300Phone: 710 Gateway Blvd, Suite 100 Coppell, TX 75019 A B erkshire Hathaway Company DateProposal Submitted To Attention Phone Fax City of Coppell Christa Christian Proposal Name Job Name Job # The CORE Gym Street Job Street Proposal ID We hereby submit specifications and estimates for: City, State and Zip Job City, State and Zip Customer PO Coppell, TX 75019 COPPELL, TX 75019 265 E. Parkway Blvd Add #Date of PlansArchitect Customer Job # None 234 E. Parkway Blvd City of Coppell The CORE Gym 94482 11 /11/16 159824 None ( ) - (972) 462-5152 Extended PriceUnit PriceUOMQtyColorItem Description Buy Board Contract 476-15 $56,489.63$50.48SY1,119.12TBS/To Be SelectedTarkett OmniSports 6.5 PVC 6' 6" 6.5 MM $2,246.52$35.66SY63.00TBS/To Be SelectedLane material Trkt-OmniSports 6.5-PVC-6' 6"-6.5 MM $9,012.78$8.64SY1,043.00Labor demo existing SV and dispose $389.93$389.934 Gal1.00Green Lay Adhesive $345.90$345.90Each1.00Freight Flat Rate $4,519.76$564.97Each8.00Paint for Lines (Full court basketball, 2 side court basketball and 2 volleyball $786.14$52.41Each15.00TBS/To Be SelectedTarkett W elding Coil, 330 lf = 1 spool $588.06$1.23LF480.00TBS/To Be SelectedRop-Rubber/Vinyl 700 Series-Cove Coil-4"-1/8" $42.79$42.794 Gal1.00Hnry-Spectra Cove Base-Adhesive-4 Gallon $409.54$51.1910 Lb.8.00Ardex Feather Finish; 10lb Bag; No Priming Required; For Skim Coat; $168.95$42.24Each4.00RH Probes Moisture Testing Note: This quote is based on 92% RH. If this is higher we will need different adhesive and change order. $75,000.00Base Bid Total: Proposal Inclusions and Exclusions: 1.No wash, wax or protection. 2.Not responsible for unforeseen conditions regarding subfloor, no major floor prep or patching, grinding, chipping, blasting, hole plugging or leveling. 3.Normal business hours schedule (no overtime or extended hours) 4.Not responsible for existing environmentally hazardous conditions (i.e. asbestos, mold, moisture migration, etc.) Page 1 of 2 Spectra Contract Flooring - Dallas/Fort Worth Shaw Contract Flooring Services, Inc. d/b/a Fax:(469) 549-9399 (469) 549-9300Phone: 710 Gateway Blvd, Suite 100 Coppell, TX 75019 Proposal ID: 159824 A B erkshire Hathaway Company Garry Thornburg $75,000.00 We PROPOSE to perform the work complete in accordance with the specifications and as described above for the SUM of: Signature: Conditions of Proposal: Garry Thornburg Cell: (940) 368-8690 Email: garry.thornburg@spectracf.com 1.This proposal may be withdrawn if not accepted within 30 days of its issuance. Spectra will consider reasonable requests to engage in negotiations for revisions to this Proposal, including signing a subcontract that incorporates the terms of this Proposal. A proposal not accepted within 30 days will be subject to price escalation for materials. 2.This proposal is subject to credit review and approval. Payment terms are net 30 days. Past due invoices are subject to service charges of 1.5% per month (18% per annum). In the case of any default, Customer shall pay Spectra's reasonable attorney fees and costs, including those on any appeal, even if no suit or action is filed. 3.All work shall be performed in a workmanlike manner according to industry standards. Areas to receive flooring shall be free and clear of debris. Any changes to the work shall be performed only after execution of a written change order. 4.Prior to commencement of Spectra's work: (a) Customer shall test all concrete sub floors receiving flooring for vapor emission levels and alkalinity per manufacturers' recommendations utilizing ASTM F2170 and/or F1869 and provide written results to Spectra, including a list of any sealers applied to the concrete sub floor; (b) If Customer does not provide such reports at least 10 days prior to commencement of Spectra's work, then Customer shall provide Spectra with access to all concrete sub floors for appropriate testing and Customer shall be responsible for the costs of such testing; and (c) Any concrete sub floors not meeting manufacturers' requirements for installation will require correction or the execution of a separate waiver agreement. 5.All work is contingent upon strikes, accidents or delays beyond Spectra's control. Customer shall carry insurance for all hazards, including fire. Spectra's workers are fully covered by Worker's Compensation and Liability Insurance. 6.Customer represents and warrants that: (a) the project site contains no hazardous or other dangerous substances, either exposed or concealed; or (b) Customer has given written notice to Spectra of all such substances and their location(s). To the fullest extent permitted by law, Customer shall indemnify, defend and hold Spectra harmless from any damage, claim, loss, expense and attorney fees related to Spectra's liability, if any, including any federal or state statute related to hazardous or other dangerous substances. 7.Spectra is fully licensed, bonded, and insured. This proposal does not include participation in any OCIP/CCIP or related programs. Requests for Spectra to participate in such programs may result in additional costs. Page 2 of 2 ACCEPTANCE OF PROPOSAL: The above prices, specifications, and conditions are satisfactory and are hereby ACCEPTED. City of Coppell Signed:Customer:Date: You are authorized to do the work as specified. Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3074 File ID: Type: Status: 2016-3074 Agenda Item Passed 1Version: Reference: In Control: Parks and Recreation 11/28/2016File Created: 12/13/2016Final Action: Camp DIA BusesFile Name: Title: Consider approval of the procurement of two (2) school buses from Thomas Built Buses, through an Interlocal Agreement with Houston Galveston Area Council (HGAC), in the amount of $202,700.00, as budgeted; and authorizing the City Manager to sign and execute any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: F. Sponsors: Enactment Date: Memo.pdf, Proposal.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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3074 Title Consider approval of the procurement of two (2) school buses from Thomas Built Buses, through an Interlocal Agreement with Houston Galveston Area Council (HGAC), in the amount of $202,700.00, as budgeted; and authorizing the City Manager to sign and execute any necessary documents. Summary See attached memo. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3074) Fiscal Impact: Funds have been budgeted in the Recreation Special Revenue Fund for this purchase. (17-12-32-5010) Staff Recommendation: The Parks and Recreation Department recommends approval. Goal Icon: Community Wellness and Enrichment Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To : Mayor and City Council From: Brad Reid, Director of Parks and Recreation Date : December 13, 2016 Reference : Consider approval of the procurement of two (2) school buses from Thomas Built Buses, though an Interlocal Agreement with Houston Galveston Area Council (HGCA), in the amount of $202,700.00, as budgeted; and authorizing the City Manager to sign and execute any necessary documents. 2030: Community Wellness and Enrichment: Recreation Programs and Services for all Generations Introduction: The summer and holiday camps coordinated through the Parks and Recreation Department serve over 1,300 children from our community each year. The camps provide a safe, valuable and fun option for children to attend while out of school during summer and holiday breaks. The camp program buses provide transportation to and from local program site facilities and field trip locations. The current buses were purchased used and put into operation by the City in June of 2008. The buses have continued to accrue miles and heavy wear and tear over the last nine years of use. Analysis: Obtaining two (2) new school buses for the program would provide a safer, more durable and aesthetically pleasing travel option for program users and staff. This would also allow the option for other City departments to utilize the buses should the need arise. The buses will be procured through the Houston-Galveston Area Council cooperative purchasing agreement. Legal Review: Agenda item does not require legal review. Fiscal Impact: The fiscal impact of this item is $202,700.00, as budgeted. 2 Recommendation: The Parks and Recreation Department recommends approval of this item. 1 Prepared For: Prepared By : CITY OF COPPELL, FLEET SERVICES 816 SOUTH COPPELL RD. COPPELL, TX 75019 THOMAS BUS GULF COAST GP, INC. 8806 MISSISSIPPI HOUSTON, TX 77029 Quote Number: Quote Date: Customer Order No: 322127 10/20/2016 Coppell - 44Pax Model Profile: Saf-T-Liner C2 340TS HGAC: #BS08-15 Product Type: School Transportation Year: Chassis Model: B2 106 Chassis MFG: FLNER GVWR: GVWR Passenger Capacity: 44 Headroom: 78 Wheelbase: 279 Brake Type: AIR Engine Type: CUMMINS ISB250 DIESEL, 6 Cyl, 250 HP, 2600 RPM Fuel Type: DIESEL Fuel Tank Capacity: 60 Transmission Type: AUTOMATIC Axle, Front: 10000-lb Capacity Axle, Rear: 21000-lb Capacity Tires, Front: FRONT HANKOOK AH24 11R22.5 14 PLY TIRES Tires, Rear: REAR HANKOOK AH24 11R22.5 14 PLY TIRES Suspension Front: [FRONT SUSPENSION] Suspension Rear : [REAR SUSPENSION] Total for 2 complete unit(s): $ 202,700.00 Includes the Following Equipment: BODY ACCESSORIES  1 [D106400001] VISOR-TINTED DRIVER'S SIDE WINDOW 6"X18"  1 [D131100001] LOCKS-KEYED ALIKE #CH545  1 [D309001000] LOCK-DRVR'S INTR STORAGE OVR DRV'S HEADER W/O INTRLK CH545 CERTIFICATION/SAFETY  4 [D102500001] REFLECTTAPE-P/O WDO WHT  1 [D102901001] REFLECTIVE TAPE-EMERGENCY DOOR REAR WHITE  1 [D103900000] FIRE EXTINGUISHER-5 3A-40BC  1 [D107000001] REFLECTORS-AMBER (4) MID/FRONT 3"  1 [D107100000] REFLECTORS-RED (4) RR/RR SI 3"  1 [D107303002] HATCH-ROOF ESCAPE MODEL 1900 ENGLISH (2)  1 [D107700003] ELECTRICAL-ROOF ESCAPE HATCH POS 3  1 [D108700000] HANDLES-W/S SERVICE, PAINTED  1 [D110024TEX] KIT,FIRST AID 24 UNIT TEX.  1 [D110100000] KIT - BODY FLUID CLEAN-UP NATIONAL STANDARDS  1 [D116100002] LOCATION-VESTIBULE FLOOR PLATE LEFT 5LB FE  1 [D119603002] LOC-VEST.FLR.AFT REFL.TRIANGLE BRACKET TEXAS  1 [D122201000] CUTTER-SEAT BELT W/HAND GRIP  1 [D122400000] TRIANGLES-REFL. 3 W/BOX  1 [D122700000] BRACKET,MTG. REFL. TRIANGLES  1 [D500003000] OPEN VIEW - ES, HEATED, REMOTE  1 [D500304002] MIR-B EXT.CROSSVIEW HTD BLK BRKT  1 [D602300020] LABEL(S)-SPECIAL DATA, TX  1 [D602400000] LABEL-VEHICLE CERTIFICATION 2 DOORS  1 [D200301005] STEP-RS ALUM.ENT.DR 8.75"RISER  1 [D300100001] HANDLE-INT RR DR BLACK  1 [D300300000] HANDLE-EXTERIOR REAR DOOR WITH RECCESS  1 [D302000000] VANDALOCK-REAR DOOR W/BOLT  1 [D302305005] DOOR-ENT AG2 TINT TEMP LOCK  1 [D302403000] PWR SYST.-AG2 ELECTRIC ENTRANCE DOOR  1 [D302502000] ELEC-AG2 ELECTRICAL OPERATED ENTRANCE DOOR  1 [D303100004] OPER-DOOR ELEC.ENT.W/ BAT.  1 [D303911000] VANDALOCK-ALUM.ENT.DR.CYLINDER W/KEY  1 [D304000002] PULL-ENTRANCE DOOR, EXTERNAL ALUMINUM  1 [D603000000] PAD-DR HEADER, RR EMER 36"W  1 [D608501003] TREAD-STEP ALUMINUM ENTRANCE DOOR BLACK KORSEAL W/PEB NOSING  1 [D608600001] TRIM-STEPWELL HORIZONTAL WITH RIBBED NOSE  1 [D610336002] RAIL-ASSIST FRT ENT DR 36"W  1 [D611000000] RAIL-ASSIST FRONT ENTRANCE DOOR RIGHT SIDE 1"OD ELECTRICAL - BODY  1 [D105600000] FAN-CIRC DRV'S WDO HDR BLACK  1 [D115000003] OPER-AUTOMATIC FAST IDLE  1 [D130704000] ELEC-ZONAR STANDARD MONITORING  1 [D133800001] KIT-ANTENNA GPS  1 [D400400000] LAMPS-DOME OVER DRIVER  1 [D401000001] MODULE-PWR.DIST.ELEC.SYS.  1 [D401100000] SWITCH-ROCKER PANEL LAMPS DIMMER  1 [D402200000] LAMP-EXTERIOR AND AFT OF ENT DOOR  1 [D402300001] ELEC-LPS EXT AFT OF ENT DOOR  1 [D402400001] OPER-STPWLL LPSW/PARKLPS&ENT DR.  1 [D402500000] LAMPS-STEPWELL WITHOUT HOOD (1)  1 [D402801002] LPS-STP/TAIL/DIR AMBER/REV LED  1 [D404300001] ELEC-PWR, GND, NETWORK, BUZZ  1 [D406000002] LAMPS-SIDE DIRECTIONAL AMBER FRONT 2 CP LED  1 [D406105340] ELEC-LPS SI FRT DIRECTIONAL  1 [D406700000] OPERATION-LAMPS REVERSE WITH REAR EMERGENCY DOOR OPEN  1 [D406900006] LPS-ID AMB/RED LED  1 [D407000002] LPS-MKR ROOF FRT/RR LED WELDON  1 [D407100002] LAMPS-MARKER ROOF MID LED WELDON  1 [D408901000] LPS- STOP/TAIL 4" FLS.MT L.E.D.  1 [D409400001] SWITCH-ROCKER NOISE SUPPRESSION ON/OFF  1 [D410400001] OPER-HTR BOOSTER PUMP AUTOMATIC  1 [D413900000] SWITCH-ROCKER A/C FAN SPEED  1 [D414700002] ELEC-CABLE PRIM PWR & GND-CUSTOMER ACCESS  1 [D416101000] OPERATION-LAMPS SIDE DIRECT/MARKER  1 [D416400000] BLOCK-FUSE CUSTOMER ACCESS  1 [D418600002] OPER-PRE-TRIP INSPECTION  1 [D419601001] ELEC-SEAT BELT PILOT LAMP  1 [D419700001] OPER-SEAT BELT PILOT LAMP  1 [D419900000] LAYOUT-ROCKER SWITCH STANDARD  1 [D421300001] GPS-ZONAR V3  1 [D500800007] ELEC-ELECTRIC STOP SIGN FRT  1 [D504600001] OPER-MIRRORS EXT HTD. W/15 MIN TIMER  1 [D622700001] BRACKET-ZONAR GPS  1 [FL-721-029] 112DB BACKUP ALARM EXTERIOR  1 [D108800002] FLAPS-MUD, REAR 22.5"W  1 [D108900001] FLAPS-MUD, FRONT 16"W X 12"H  1 [D110500000] STEPS-EXT W/S SERVICE  1 [D200200002] FENDER-QUARTER 24" BATTERY BOX DOOR  1 [D200600000] BODY ADJUSTMENT-FREIGHTLINER, BTR RS FUEL FILL LOCATION  1 [D201900006] REINFORCEMENT-FRAME 24" BATTERY DOOR AND A/C  1 [D202600000] CAP-ENTRANCE DOOR STANDARD  1 [D500604000] SIGN-STOP, FRT NONE REQUIRED  1 [D500704000] SIGN-STOP, RR NONE REQUIRED  1 [D502600000] BUMPER-REAR 2 BRACES NO EXHAUST HOLE 3  1 [D502900004] SKT.FWD.STPWLL LO DEF  1 [D503300001] CAP-FRONT ROOF VENT W/O WARN.LPS.  1 [D503400001] CAP-REAR ROOF W/O WARN.LPS.  1 [D503902340] GUSSET-21"H LWR SIDE SHEET  1 [D504006340] SHEET-LWR, L MID 20G,21"  1 [D504106340] SHEET-LWR,L RR 20G,21"  1 [D504206340] SHEET-LWR,R MID 20G,21"  1 [D504306340] SHEET-LWR,R RR 20G,21"  1 [D504500003] DOOR-U/B L BATTERY 24"  1 [D505600000] DOOR-FUEL FILL ACCESS BTR  1 [D505700021] FENDERETTE-STL 21" SKIRT  1 [D507400002] LATCH-BATT DOOR NON-LOCKING  1 [D507600000] LATCH-FUEL FILL ACCESS (THUMB)  1 [D510900000] VENT-STATIC PRESENT  1 [D511501800] PILASTER - 340T, 800  1 [D511800000] LATCH-NON-LOCKING DEF ACCESS DOOR  1 [D512900000] RAIL-SNOW RAIL PRESENT  1 [D515100340] HARDWARE-MOUNTING CLIPS STANDARD HVAC  1 [D112403008] AC-126K BTU-FREE BLOW BULKHEAD  1 [D112500000] AIR CONDITIONING CONTROLS-STANDARD  1 [D112604004] CONDENSER- CM3 (2)  1 [D112805003] EVAP - IW10 RR, IW4 FRONT  1 [D113600004] EVAP TRIM-INT(2) IW10, IW4  1 [D113816340] PLUMB.-AC COMP DUAL ISB  1 [D113906002] AC CTL.BD.STD.TIE IN SGL.LOOP  1 [D114200012] PLUMBING-IW10, IW4  1 [D421700000] CABLE-EVAP 2 FRT BULKHEAD  1 [D603805050] HTR-U/S LS 50,000 BTU LOC 5  1 [D604310050] HTR-U/S LS 50,000 BTU LOC 10  1 [D6047101BS] HOSE-HTR BLUSTRIP W/ W/H POS 10  1 [D604902000] HOSE-HEATER SGL PLY WITH PUMP  1 [D605810002] CONN-HTR(1) CONST TORQ/BLUSTRIP  1 [D612902002] LOCATION-EVAP NO2 FRONT BULKHEAD  1 [FL-130-027] DUAL TM21 AC COMPRESSORS  1 [FL-174-004] PLASTIC COOLANT BOOSTER PUMP WITH AUTOMATIC CONTROL  1 [FL-700-002] HEATER, DEFROSTER,AND AIR COND  1 [FL-702-028] BODY BUILDER SUPPLIED PLUMBING W/ACCESS HOLES IN FRAME RAIL INTERIOR  1 [D106500000] VISOR-WINDSHIELD SUN 6"X30" TINTED  1 [D123000002] DOOR-STORAGE BOX W/O GLASS  1 [D133300005] TRIM-LOWER REAR HEATER NO A/C  1 [D201704000] REINF-RR END A/C EVAP. IW10  1 [D202500000] REINF-FRONT A/C EVAP.  1 [D510800001] BTR FUEL FILL RECESS, W/DOOR  1 [D600302004] BULKHEAD-RR END INT.W-A/C IW10  1 [D600801001] COVER-TRIM DRVS HDR W/STORAGE  1 [D600901001] COVER-TRIM FRT END W/S HEADER A/C  1 [D601401340] STRIPS - AISLE, ALUMINUM 340T  1 [D601508340] FLR-BLK VINYL W/13" CTR AISLE 340T  1 [D601600006] FLR-BLK WHEELHOUSE AND HEATER  1 [D601700340] FLR-PLYWOOD 5/8" 340T  1 [D607904800] LINING-SIDE INT.  1 [D609901002] INSULATION-FRT BULKHEAD W/ACRSY 2"POLY  1 [D610600340] INSULATION - RAFTER CAVITY 340T  1 [D801000000] TUBE-FILL BTR & OVERFLOW HOSE  1 [D801100000] CAP-FUEL FILL BTR NON-LOCKING MISC  1 [A200100000] PDI IDENTIFIER-DEALER PERFORMED  1 [D123300003] CONDENSER ALERT - PRESENT SHORT  1 [D125200000] MANUAL-DRVR'S/MAINT.ENGLISH  1 [D201600002] APPLICATION - MFSAB  1 [D800600000] ANTI-FREEZE,PRECHARGED SCA -34 DEGREES  1 [FL-141-998] NO COOLANT HEATER - GAS/DIESEL 4  1 [TB-001-310] SAF-T-LINER C2 PAINT/LETTERING  1 [A000000058] DECAL-UNITED AUTO WORKERS  1 [D100600002] LABEL-P/O WDO EMER EXIT 2" BLACK  1 [D101502003] LABEL-ENGLISH AG2.ELEC.ENT DR  1 [D127400000] DECAL-BACKING ALARM  1 [D130200000] DECAL-LOW SULFUR FUEL  1 [D132200000] LABEL-RR DR EMERGENCY DOOR DO NOT BLOCK  1 [D132600000] DECAL-ENTRANCE DOOR VANDALOCK ENGLISH  1 [D134200000] LABEL-RR EMERGENCY DOOR INSTRUCTION  1 [D134600000] LABEL-"DEF ONLY"  1 [D134901000] LABEL-REGENERATION WARNING 2010/2013 EPA ENGLISH  1 [D502513000] PAINT-EXT HNDLE(S) BLACK  1 [D505500001] DECAL-"DIESEL"  1 [D506114340] PAINT-EXT WINDOW AREA BLACK  1 [D5063SC000] PAINT-EXT GRD RAIL @ WDO SAME AS BODY  1 [D5064SC000] PAINT-EXT GRD RAIL @ SEAT SAME AS BODY  1 [D5065SC000] PAINT-EXT GRD RAIL @ FLOOR SAME AS BODY  1 [D5066SC000] PAINT-EXT GRD RAIL @ SKRT SAME AS BODY  1 [D506747001] PAINT-EXT BUMPER REAR BLACK  1 [D510657000] PAINT-SOLID COLOR WHITE  1 [FL-065-000] PAINT - ONE SOLID COLOR  1 [FL-980-88J] CAB COLOR A: E180WM008 TBB WHITE BASF  1 [FL-98A-001] GRILLE: SILVER N3388H IMRON 5000 SEATS  1 [A201400001] 2014 SEATING ALERT  1 [B610000095] BELT-ELR SHOULDER/PUSH BUTTON LAP  1 [B640136200] 36" BARR-VERT,WALL MT 45"H RS 2009  1 [B640236000] 36"8DEG BARR-REV. WALL-MT 45"H 2009  2 [B660019121] SPANISH GRAY UPHOLSTERY-45"HIGH RECESSED BARRIER  1 [D900104000] BACK-NATIONAL DRV'S SEAT  1 [D900403000] UPH DR.ST.WOLF BLK NATIONAL  1 [D900503007] PEDESTAL-NATIONAL AIR W/2 SHOCKS  1 [D901200002] RISER-DRIVERS SEAT, NATIONAL  22 [D930419166] 42 OZ GRAY UPHOLSTERY - S3B SEAT  11 [D931036000] S3B 36"RS WALL MT RESTRAINING W/LAP  11 [D931136000] S3B 36"LS WALL MT RESTRAINING W/LAP  23 [D939201000] S3B WALL MT HARDWARE-RESTRAINT  45 [D939601000] S3B WALL MT HARDWARE-NON RESTRAINT WINDOWS/GLASS  1 [D700000001] GLASS-WINDSHIELD ONE PIECE WITH TINTED BAND  1 [D700103000] GLASS-RS FRT STAT TNT TEMP  1 [D700203000] GLASS-LS FRT STAT TNT TEMP  1 [D700300002] GLASS-REAR STAT TINTED TEMP  1 [D700500000] FRAME-WDO SPLIT  16 [D700530000] FRAME-WDO SPLIT 30"W  2 [D700540000] FRAME-WDO SPLIT 40"W  2 [D700600L01] FRAME-WDO P/O VERT TEMP TNT LS  2 [D700600R01] WDO P/O VERT TEMP TNT RS  16 [D700730002] GLASS-WDO TINT TEMP 30"  2 [D700740002] GLASS-WDO TINT TEMP 40"  1 [D700900003] STOPS-WDO 12"  1 [D701200001] GLS-LWR RR DR TEMP TNT BONDED  1 [D701300001] GLS-UPR RR DR TEMP TNT BONDED  1 [D701600008] WDO-DRIVER'S TEMP TINT OTHER  1 [D100200002] LOGO-FRT RS & RR  1 [D105700000] ELECTRICAL-FAN DRIVER'S WINDOW HEADER  1 [D108300009] ELEC-RF ESC HATCH POS 9  1 [D109300000] ARM ASSEMBLY-WINDSHIELD WIPER (2)  1 [D110200000] ELECTRICAL-ROOF HATCH OR P/O WINDOW (DASH)  1 [D110900000] OPER-FAN DRV'S WDO HDR  1 [D111000000] OPER-ALARM BACKING W/REV.  1 [D113200000] OPER-RF HATCH BUZZER 5  1 [D114901001] OPERATION-A/C CONTROL-STANDARD DIGITAL  1 [D119400003] LOCATION-VESTIBULE FLOOR PLATE CENTER 24 FAK  1 [D119500001] LOC-VEST.FLR.PLT.FWD. 10 BFC  1 [D200000800] 340T30_N  1 [D200100000] TRIM-A POST  1 [D200700000] WHEELHOUSES-REAR L&R  1 [D200800340] STRINGER-ROOF 340T  1 [D201000000] FRONT END FRAME  1 [D201100000] FRT END FRAME MTG KIT  1 [D201200001] REAR END FRAME-18.68" DEEP  1 [D201300340] FLOOR-GALVALUME STEEL MID BODY  1 [D201401803] LOC-40" RAF SP 11TH 340T  1 [D301400000] TRIM-REAR DOOR  1 [D302800000] HINGES-REAR DOOR PIN TYPE  1 [D302900000] LATCH-SINGLE-POINT, REAR EMERGENCY DOOR  1 [D303000000] STOP-DOOR REAR EMERGENCY, 1-POS  1 [D303200000] OPERATION-VANDLOCK ENTRANCE/EMERGENCY DOOR(S)  1 [D306400000] OPER-DR.RR.EMG.W/BUZ  1 [D306500800] ELEC-SIDE EMERGENCY DOOR(S)  1 [D307700000] INT COLOR -RR DOOR GRAY  1 [D308600000] SWITCH-PAD. SERV. DOOR ELEC.  1 [D309200000] DOOR, REAR EMERGENCY  1 [D310501000] THRESHOLD REAR EMGERGENCY DOOR  1 [D400600000] ELEC-DRIVER'S DOME LPS  1 [D400700340] LPS-DOME PASS MIN (6) 340T  1 [D400800340] ELEC-PASS DOME LPS MIN (6)  1 [D400900001] SWITCH-RKR DOME LPS ALL  1 [D401200000] OPERATION-SWITCH, PANEL LAMPS DIMMER  1 [D403700000] SWITCH-RKR FAN DEFROST L.S.  1 [D404100001] BUZZER-SWITCH PANEL 1 TONE  1 [D404500000] OPERATION-NOISE SUPPRESSION  1 [D404608340] ELEC-LPS WARNING,8 LPS 340T  1 [D405400001] OPER-LPS, DOME STANDARD  1 [D405800000] OPER-LPS BODY TAIL W/PARK SW.  1 [D405900000] LAMPS-LICENSE PLATE ILLUMINATION  1 [D407500340] ELEC-LPS ID/MKR PARK/SW.340T  1 [D407600000] SWITCH-ROCKER DOME LAMPS DRIVER ON/OFF  1 [D410300000] OPER-DRVR'S DOME LPS ON/OFF  1 [D410501000] OPERATION-LAMPS INTERIOR/EXTERIOR RIGHT FRONT ENTRANCE DOOR  1 [D410600000] OPER-LPS SERVICE BRAKE  1 [D410900005] OPERATION-SWITCH ID/MARKER LAMPS WITH PARK  1 [D411400001] OPER-LPS DOME (1)ON/OFF  1 [D411700000] OPER-LPS REVERSE  1 [D411900002] ELEC-(2) SWITCH BANKS  1 [D414000340] CABLE-EVAPORATOR 1 POWER SUPPLY STANDARD  1 [D414100000] SWITCH-ROCKER A/C ON  1 [D414500340] ELEC-HARNESS COMP ASM 340T  1 [D414600000] ELEC-ELECTRONIC COMP ASM  1 [D414900000] OPER-LPS DIR./HAZ.  1 [D423600000] Camera-PV 360 (4)  1 [D423700000] ECU-PV 360 Camera  1 [D423800000] Elec-PV 360 Power Kit  1 [D423900340] Elec-PV 360 Camera  1 [D424000340] ELEC-PV 360 CAM STOP/TAIL/TURN  1 [D425000000] ELEC-PV 360 CAM-MIRROR MONITOR  1 [D500100001] SWITCH-RKR MIRROR HTR. WITH TIMER  1 [D500200001] ELEC-MIR A HTD & RC  1 [D501400340] RAIL-EXTERIOR GUARD @ WINDOW,SEAT,FLOOR,SKIRT  1 [D501500000] RAIL-EXT GRD @ SEAT FRT END LS  1 [D502800000] TRIM-FRT CAP RS/LS  1 [D503500000] PANELS-EXTERIOR REAR  1 [D503600000] SHEET-DRIVERS EXTERIOR 20 GA.  1 [D503700800] SHEET-UPPER SIDE EXTERIOR  1 [D505300340] UNDERCOATING-ASPHALT EMULSION  1 [D505801803] HEADERS-WINDOW INTERIOR 340T 6  1 [D507000000] PANELS-EXTERIOR REAR SIDE SHORT  1 [D508101087] ROOF SHEETS-(2)HATCH-340T  1 [D600100000] PANELS-REAR END INTERIOR REAR GALVALUME  1 [D600200001] PANELS-REAR END INTERIOR SIDE SHORT  1 [D600400000] PANELS-ACCESS RR BULKHEAD GRAY  1 [D600500340] COVER-HARNESS ACCESS@HDR  1 [D600700000] COVER-ACCESS FRT END HARNESS  1 [D601004002] COVER-TRIM FRT ENT.ALUM.DR HDR.ELEC.OP.  1 [D601100005] HEADLINING-VESTIBULE SMOOTH, VENT, GRAY, DRIVER LAMP  1 [D601200000] HEADLINING-REAR SHORT SMOOTH, GRAY  1 [D601800001] COVER-FUEL SENDING INSPECTION  1 [D601900340] MOLDING-SHOE 340T  1 [D602200009] Mirror-Int 6"X30" 360 Camera  1 [D605200000] CLAMPS-PLUMBING HEATER WORM GEAR  1 [D605300000] CLAMPS-UNDERSEAT HEATER WORM GEAR  1 [D605900000] SWITCH-ROCKER HEATER LEFT 1ST  1 [D606000000] SWITCH-ROCKER HEATER LEFT 2ND  1 [D606600005] ELEC-HTR U/ SEAT POS 5  1 [D607100010] ELECTRICAL-HEATER UNDERSEAT POSITION 10  1 [D607600800] RAIL-SEAT  1 [D607700000] LAYOUT-SEAT RAIL HOLES RS  1 [D607800000] LAYOUT-SEAT RAIL HOLES LS  1 [D608100000] CABINET-SW, FWD  1 [D608200000] CABINET-SWITCH, LOWER WITHOUT POCKET  1 [D608300000] CABINET-SWITCH, UPPER  1 [D608400000] CABINET-TOP PLATE (2 BANKS)  1 [D609000000] OPER-HTR U/ SEAT LS FWD  1 [D609500000] INSULATION-VEST HEADLINING 2"  1 [D609600800] INSULATION-SIDELINING 2" POLY  1 [D609800000] INSULATION-RR BULKHEAD 2" POLY  1 [D610000000] OPER-HTR U/ SEAT LS AFT  1 [D610405340] H/L-PASS AREA SMOOTH GREY 340T  1 [D610500340] HEADERS-WINDOW EXTERIOR 340T  1 [D612800000] LOCATION-EVAPORATOR NO1 REAR BULKHEAD  1 [D613100000] HARNESS COVER COLOR - GRAY  1 [D613400000] DOME LPS - MINIMUM  1 [D613500000] HEADLINING COLOR - GREY  1 [D613600000] HEADLINING TYPE - ALL SMOOTH  1 [D613800000] MAT, FLOOR VESTIBULE  1 [D614000000] TRIM-INTERIOR DASH FORWARD  1 [D616900000] INSULATION-INT SHORT REAR END  1 [D701500000] OPER-WDO P/O  1 [FL-002-004] SET-BACK AXLE - TRUCK  1 [FL-105-001] ENGINE-MOUNTED OIL CHECK AND FILL  1 [FL-118-001] FULL FLOW OIL FILTER  1 [FL-157-002] VANDALOCK,STARTER DISABLE W/ANY LOCKED EMER DR(S), NO PILOT  1 [FL-168-002] LOWER RADIATOR GUARD  1 [FL-202-003] REINFORCED NYLON FUEL LINES  1 [FL-216-001] SINGLE SUCTION AND RETURN FUEL LINES  1 [FL-231-006] FUEL TANK MOUNTED BETWEEN RAILS, AFT OF REAR AXLE, WITH CAGE  1 [FL-267-001] REMOTE-MOUNTED SURGE TANK  1 [FL-280-001] BASIC WIRING SCHEMATIC,UNMOUNTED,12-VOLT NEGATIVE GROUND SYS  1 [FL-289-006] PAINTED BATTERY PANEL COVER  1 [FL-290-017] BATTERY BOX FRAME MOUNTED  1 [FL-292-1AV] (3) ALLIANCE 7T31 GRP 31 12V BATTERIES 2100 CCA  1 [FL-298-039] INTEGRAL ELECTRONIC TURN SIGNAL FLASHER  1 [FL-302-068] BATT ENABLED 3 AMBER INBOARD ID LAMPS,2 AMBER OUTBOARD MARKE  1 [FL-30B-008] FENDER MTD TURN/MARKER COMBO LAMPS  1 [FL-311-005] DAYTIME RUNNING LIGHTS SET @ 85%  1 [FL-31L-998] NO SUPPLEMENTAL WARNING LAMP ACTIVATION  1 [FL-31T-050] STANDARD BODY VISUAL WARNING,LOWER RR,REV LAMPS ON DR/OPEN  1 [FL-320-004] STANDARD WIRING  1 [FL-324-1AB] DRIVER'S IGNITION OPERATED DOME LP WITH ON/OFF SW  1 [FL-325-066] PASSENGER COMPARTMENT DOME LAMPS, IGNITION ACTIVATED  1 [FL-32C-001] PASSENGER COMPARTMENT DOME LPS, SINGLE ON/OFF SW 7  1 [FL-32H-005] STEPWELL LAMP ON WITH DOOR OPEN AND MARKER LAMPS ON  1 [FL-345-005] SHIFT LEVER, CABLE LINKAGE, AUTOMATIC TRANSMISSION  1 [FL-393-001] DRIVELINE GUARD  1 [FL-403-002] NON-ASBESTOS FRONT BRAKE LININGS  1 [FL-410-001] FRONT SHOCK ABSORBERS  1 [FL-433-002] NON-ASBESTOS REAR BRAKE LININGS  1 [FL-435-998] NO DRIVELINE PARKING BRAKE  1 [FL-534-015] TWO QUART SEE THRU POWER STEERING RESERVOIR  1 [FL-539-003] POWER STEERING PUMP  1 [FL-551-006] ZINC-PLATED HEXHEAD CHASSIS FASTENERS  1 [FL-552-141] 3675MM (145") REAR FRAME OVERHANG  1 [FL-553-001] SQUARE END OF FRAME  1 [FL-574-001] BUMPER MOUNTING FOR SINGLE LICENSE PLATE  1 [FL-57W-014] COMBINATION S/T/T/R LAMPS, LED  1 [FL-587-998] NO REAR TOWING DEVICE  1 [FL-59T-006] REAR EMERGENCY DOOR,IGNITION CONTROL,BUZZER ON W/DOOR OPEN  1 [FL-619-005] MAINTENANCE-FREE RUBBER BUSHINGS - FRONT SUSPENSION  1 [FL-650-021] CAB MOUNTING FOR HOOD AND COWL CHASSIS  1 [FL-653-017] RH FRONT ENTRANCE DOOR, BATTERY CONTROLLED,ELECTRICALLY OPER  1 [FL-655-013] MANUAL ENT DOOR LOCK/BUZZER ON W/EMERGENCY DOORS UNLATCHED  1 [FL-659-003] ONE GALLON WINDSHIELD WASHER RESERVOIR  1 [FL-660-008] SINGLE ELECTRIC WINDSHIELD WIPER MOTOR W/DELAY  1 [FL-680-006] GRAY/CHARCOAL FLAT DASH  1 [FL-690-002] STANDARD TUNNEL/FIREWALL LINER  1 [FL-701-001] STANDARD HVAC DUCTING  1 [FL-703-010] MAIN HVAC CONTROLS WITH RECIRCULATION SWITCH,& NOISE SUPPRES  1 [FL-718-008] DRIVER'S FAN,(1) MOUNTED ABOVE SIDE WINDOW  1 [FL-71P-003] AUX BODY HEATER,UNDER SEAT,FWD  1 [FL-71V-001] AUXILIARY BODY HEATER, UNDER SEAT, AFT  1 [FL-723-005] DIGITAL AUXILIARY BODY MOUNTED AC CONTROL  1 [FL-732-004] GRAY INSTRUMENT PANEL-DRIVER  1 [FL-736-998] NO OBSTACLE DETECTION SYSTEM  1 [FL-73H-002] PRE-WIRE FROM CH GRILLE TO LH DASH CUSTOMER CAMERA SYSTEM  1 [FL-74B-1AT] BODY SUPPLIED HEATED MIRRORS WITH 15 MINUTE TIMER  1 [FL-756-801] AIR PROVISIONS FOR CUSTOMER FURN DRIVERS AIR RIDE SEAT  1 [FL-778-004] ROOF MOUNTED VENT/ESCAPE HATCH  1 [FL-77Z-800] PUSH OUT BODY SIDE WINDOWS, BUZZER WITH WINDOW UNLATCHED  1 [FL-811-042] ICU3S, 132x48 Display w/Diagnostics, 28 LED Warn Lamps  1 [FL-81B-002] SEPARATE PANEL LAMP DIMMER,LH DRIVER'S SWITCH PANEL  1 [FL-829-043] CHASSIS COWL AND HOOD ONLY  1 [FL-877-002] STANDARD BRAKE WIRING  1 [FL-964-020] BUMPER: BLACK  1 [FL-96F-998] NO SPARE WHEEL PAINT  1 [FL-986-019] CHASSIS: VENDOR BLACK  1 [FL-A63-99D] EXPECTED GROSS VEHICLE WEIGHT CAPACITY  1 [FL-A66-99D] EXPECTED FRONT AXLE(S) LOAD  1 [FL-A68-99D] EXPECTED REAR DRIVE AXLE(S) LOAD  1 [FL-A85-017] SCHOOL BUS SERVICE  1 [FL-AA1-006] COWL CHASSIS CONFIGURATION COMPLIES WITH SBMTC  1 [FL-AA3-028] BUS BODY WITH WHEELWELL  1 [FL-AA4-014] PASSENGER COMMODITY  1 [FL-AA5-002] 100% ON-HIGHWAY (CITY) TERRAIN  1 [FL-AA6-001] DOMICILED USA 50 STATES (CALIFORNIA)  1 [FL-AF2-043] DOMICILED TEXAS  1 [FL-AF3-1BN] THOMAS BUILT SCHOOL BUS 340T  1 [FL-PMY-2TB] THOMAS BUILT BUS-B2 106 PRICING  1 [FL-WAG-011] EXT TOW/RDSIDE 24MO/$550 CAP US CHASSIS AXLES AND SUSPENSIONS  1 [FL-400-1A5] DA-F-10-3 10,000# FF1 71.5 KPI/3.74 DROP SINGLE FRONT AXLE  1 [FL-409-021] CHICAGO RAWHIDE SCOTSEAL PLUS XL FRONT OIL SEAL  1 [FL-40T-002] SYNTHETIC 75W-90 FRONT AXLE LUBE  1 [FL-418-018] CON-MET ALUMINUM FRONT HUBS WITH PRE-SET BEARINGS  1 [FL-41T-002] SYNTHETIC 75W-90 REAR AXLE LUBE 8  1 [FL-420-1C8] DA-RS-21-4 21K R-SERIES SINGLE REAR AXLE  1 [FL-421-588] 5.88 AXLE RATIO  1 [FL-424-001] IRON REAR AXLE CARRIER HOUSING  1 [FL-439-004] REAR SHOCK ABSORBERS - ONE AXLE  1 [FL-440-021] CHICAGO RAWHIDE SCOTSEAL PLUS XL REAR OIL SEAL  1 [FL-450-018] CON-MET ALUMINUM REAR HUBS WITH PRE-SET BEARINGS  1 [FL-620-062] 10,000 LB. TAPERLEAF FRONT SUSPENSION  1 [FL-622-284] AIRLINER 21,000 LB. REAR SUSPENSION  1 [FL-62G-004] COMFORT-TEC SUSPENSION  1 [FL-910-001] SINGLE AIR SUSPN LEVELING VALVES BRAKES  1 [FL-018-002] AIR BRAKE PACKAGE  1 [FL-402-083] BENDIX ADB22X-V AIR DISC FRONT BRAKES  1 [FL-404-1BB] AIR DISC LONGSTROKE CENTER PORT FRONT BRAKE CHAMBERS  1 [FL-405-030] FRONT AIR DISC BRAKE INTERNAL ADJUSTERS  1 [FL-419-004] DISC BRAKE FRONT ROTORS FOR HYDRAULIC BRAKES  1 [FL-423-083] BENDIX ADB22X-V AIR DISC REARBRAKES  1 [FL-426-1AH] AIR DISC LONGSTROKE 1-DRIVE AXLE SPRING PARKING CHAMBERS  1 [FL-428-030] REAR AIR DISC BRAKE INTERNAL ADJUSTERS  1 [FL-451-005] REAR DISC BRAKE ROTORS  1 [FL-460-008] STEEL AIR BRAKE RESERVOIRS INSIDE FRAME RAILS  1 [FL-480-034] BENDIX AD-IP AIR DRYER WITH HEATER  1 [FL-490-100] WABCO 4S/4M ABS WITHOUT TRACTION CONTROL ENHANCEMENT  1 [FL-882-009] 1-VALVE PARKING BRAKE SYSTEM WITH WARNING INDICATOR CHASSIS EQUIPMENT  1 [D800008340] EXHAUST-LS TURNDWN, BELOW BMPR  1 [D801200000] SHIELD-EXHAUST PIPE  1 [FL-001-310] B2 106 CONVENTIONAL CHASSIS  1 [FL-122-080] ALLIANCE FUEL FILTER/WATER SEPARATOR  1 [FL-132-004] ELECTRIC GRID AIR INTAKE WARMER  1 [FL-155-057] DELCO 12V 29MT STARTER WITH INTEGRATED M  1 [FL-185-108] NO CLUTCH PEDAL WITH ADJUSTABLE SUSPENDED BRAKE&ACCELERATOR  1 [FL-198-025] INTAKE MOUNTED AIR RESTRICTION INDICATOR WITHOUT GRADUATIONS  1 [FL-205-010] RIGHT HAND SIDE-FILL FUEL TANK CAP  1 [FL-230-001] 60 GALLON/227 LITER STEEL RECTANGULAR FUEL TANK,BETWEEN RAIL  1 [FL-237-072] HORIZ TAILPIPE, EXIT LH REAR  1 [FL-23U-004] 11.5 GALLON DEF TANK  1 [FL-31C-998] NO CAB FRONT UPPER INBOARD VISUAL  1 [FL-31X-998] NO BUMPER FRONT VISUAL WARNING DEVICE  1 [FL-341-018] MAGNETIC ENGINE DRAIN, REAR AXLE DRAIN & FILL PLUG  1 [FL-35W-001] EXHAUST MITIGATION DEVICE FTL 4" ID SLIP  1 [FL-452-998] NO TRACTION STABILIZER  1 [FL-477-042] PETCOCK DRAIN VALVES ON ALL AIR TANKS  1 [FL-532-002] ADJUSTABLE STEERING COLUMN  1 [FL-536-050] TRW THP-60 POWER STEERING  1 [FL-540-015] 450MM(18") LK FOUR-SPOKE CHARCOAL STEERING WHEEL  1 [FL-545-707] 7075MM (279") WHEELBASE  1 [FL-546-1AJ] 5/16" X 3" X 10-1/8" STEEL FRAME 120,000 PSI YIELD  1 [FL-556-1DF] 1-PIECE 14" PTD STL 1/4" HD BUMPER JACK PROVISION  1 [FL-558-001] FRONT FRAME-MOUNTED TOW HOOKS  1 [FL-576-998] NO AUTO TRACTION CHAINS  1 [FL-644-004] FIBERGLASS HOOD  1 [FL-646-009] PAINTED PLASTIC GRILLE  1 [FL-657-001] ALL LOCKS KEYED THE SAME  1 [FL-65X-004] BLACK HOOD MOUNTED AIR INTAKE GRILLE  1 [FL-742-007] (2) CUPHOLDERS, LEFT HAND AND RIGHT HAND DASH  1 [FL-871-001] REINFORCED NYLON, FABRIC AND WIRE BRAID CHASSIS AIR LINES ELECTRICAL - CHASSIS  1 [FL-124-1CC] LN 12 VOLT 270 AMP 4949PA PAD MOUNT ALTERNATOR  1 [FL-148-079] PROG RPM CTRL WITH A/C OR 12.75V LOW VOLTAGE AUTO HIGH IDLE  1 [FL-149-013] CRUISE CONTROL-ELEC ENG,W/SWITCHES IN LH SWITCH PANEL  1 [FL-160-025] DIAGNOSTIC INTERFACE CONNECTOR,9-PIN, S  1 [FL-162-002] IGNITION SWITCH CONTROLLED ENGINE STOP  1 [FL-285-020] SOLID STATE CIRCUIT PROTECTION, PDMS WIT 9  1 [FL-299-013] SELF CANCEL TURN SIGNAL SWITCH W/DIM/WASH&HAZZARD IN HANDLE  1 [FL-300-015] STANDARD FRONT TURN SIGNAL LIGHTS  1 [FL-304-027] PARK LMP SW INTGRAL W/HL SWITCH, ID/MARKER/CLEARANCE/PARK ON  1 [FL-30E-008] AMBER LED MIDSHIP TURN SIGNALS  1 [FL-312-043] INTEGRAL HEADLIGHT/MARKER ASSEMBLY  1 [FL-318-998] NO UTILITY/ADVERTISING LIGHT  1 [FL-322-998] NO BAGGAGE COMPARTNENT LAMP  1 [FL-32F-998] NO BODY MTD INT SPOT/WORK LAMP  1 [FL-66W-007] BAT PWD 2-POS INT DOOR CONTROL LS SWITCH PANEL  1 [FL-726-002] DUAL ELECTRIC HORNS  1 [FL-746-998] NO RADIO  1 [FL-763-801] FASTEN SEAT BELT INDICATOR FOR CUSTOMER SUPPLIED SEAT BELT  1 [FL-786-1A0] LOCATING SYSTEM WITH VEHICLE MONITORING  1 [FL-810-027] ELECTRONIC SPEEDOMETER WITH SECONDARY KPH SCALE, NO ODOMETER  1 [FL-81Y-001] PRE/POST TRIP SYSTEM TEST  1 [FL-830-017] ENGINE AND HOUR METERS INTEGRAL WITH DRIVER DISPLAY  1 [FL-836-015] DIGITAL VOLTAGE DISPLAY INTEGRAL WITH DRIVER DISPLAY  1 [FL-840-002] PRIMARY AND SECONDARY AIR PRESSURE GAUGES  1 [FL-844-001] ELECTRIC FUEL GAUGE  1 [FL-852-002] ELECTRIC ENGINE OIL PRESSURE GAUGE  1 [FL-856-001] ELECTRICAL ENGINE COOLANT TEMPERATURE GAUGE  1 [FL-864-001] TRANSMISSION OIL TEMPERATURE GAUGE ENGINE AND EQUIPMENT  1 [FL-101-2NT] CUM ISB 6.7-250 250HP@2300 RPM,2600 GOV,660 LB/FT @ 1600 RPM  1 [FL-103-036] ANTI-FREEZE TO -34F, ETHYLENE GLYCOL PRE-CHARGED SCA COOLANT  1 [FL-107-032] CUMMINS 18.7 CFM COMPRESSOR  1 [FL-110-003] CUMMINS SPIN ON FUEL FILTER  1 [FL-111-001] STANDARD ENGINE OIL  1 [FL-134-001] ALUMINUM FLYWHEEL HOUSING  1 [FL-138-010] PHILLIPS 750 WATT/115 VOLT BLOCK HEATER  1 [FL-13E-001] STANDARD OIL PAN  1 [FL-140-039] ENGINE HEATER RECEPTACLE MOUNTED FACE OF BUMPER, LEFT SIDE  1 [FL-152-040] ELECTRONIC ENGINE, INTEGRAL WARNING & DERATE PROTECTION SYST  1 [FL-170-041] ADDL AUX LINES W/MANIFOLD PLUMBING AND COMBINED SHUTOFF  1 [FL-171-007] GATES BLUE STRIPE COOLANT HOSES  1 [FL-172-016] CONSTANT TORQUE BREEZE CLAMPS ON 1" IN DIA GREATER, SS C  1 [FL-190-001] DONALDSON ONE-STAGE AIR CLEANER  1 [FL-266-1AH] 750 SQUARE INCH DOWN FLOW RADIATOR  1 [FL-273-004] VISCOUS FAN DRIVE  1 [FL-386-082] 1710 DANA SPICER MAIN DRIVELINE WITH HALF ROUND YOKES  1 [FL-79A-065] 65 MPH ROAD SPEED LIMIT  1 [FL-79G-998] NO IDLE SHUTDOWN CONFIGURATION  1 [FL-812-001] ELECTRONIC TACHOMETER 3000 RPM TRANSMISSION AND EQUIPMENT  1 [FL-342-1K8] ALLISON 3000 PTS AUTOMATIC TRANSMISSION  1 [FL-343-342] ALLISON VOCATIONAL PACKAGE 226 - FIFTH GEN  1 [FL-345-082] 5 GEN PUSH BUTTON ELEC SHIFTER W/REMOTE MTD ECU  1 [FL-346-003] TRANSMISSION OIL CHECK AND FILL W/ELECTRONIC OIL LEVEL CHECK  1 [FL-35T-001] SYNTHETIC 50W TRANSMISSION LUBE (TES-295 COMPLIANT)  1 [FL-370-011] WATER TO OIL TRANSMISSION COOLER - FRAME MOUNTED  1 [FL-84C-007] PRIMARY MODE GEARS, 6 FORWARD  1 [FL-84C-022] PRIMARY MODE GEARS, 5 FORWARD  1 [FL-84L-019] FS-BASIC, DSS MED  1 [FL-84U-998] NO MODE SWITCH WHEELS AND TIRES  1 [FL-093-2EP] FRONT HANKOOK AH24 11R22.5 14 PLY TIRES  1 [FL-094-2EP] REAR HANKOOK AH24 11R22.5 14 PLY TIRES  1 [FL-502-653] FRONT ACCURIDE 50408 22.5X8.25 10-HUB PILOT, 5-HAND  1 [FL-505-653] REAR ACCURIDE 50408 22.5X8.25 10-HUB PILOT, 5-HAND  1 [FL-52M-003] TIRE/WHEEL BALANCING-LEAD FREE WEIGHTS  1 [FL-962-976] ACCURIDE PK-BLACK21 POWDER BLACK WHEEL (N0001H)- FRONT  1 [FL-966-976] ACCURIDE PKBLK21 POWDER BLACK WHEEL (N0001H) - REAR Meets all FMVSS requirements in effect at the time of manufacture. 10 Total for 1 complete unit(s): $ 202,700.00 Customer Signature: _____________________________________________________ Date: _________________ Dealer Signature: _____________________________________________________ Date: _________________ Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3103 File ID: Type: Status: 2016-3103 Agenda Item Passed 1Version: Reference: In Control: Engineering 12/05/2016File Created: 12/13/2016Final Action: Vehicle procurement (12)File Name: Title: Consider approving procurement of twelve (12) replacement vehicles for Building Inspections (1), Environmental Health (2), Facilities (1), Fire (3), Fleet Services (1), Parks (3) and Water Utilities (1), from Caldwell Country Chevrolet utilizing contract pricing through Buyboard no. 521-16; in the amount of $444,297.00; as budgeted; and authorizing the City Manager to sign any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: G. Sponsors: Enactment Date: Vehicle Memo (Caldwell).pdf, Caldwell Back-up Documents.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 PassApproved on the Consent Agenda 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3103 Title Consider approving procurement of twelve (12) replacement vehicles for Building Inspections (1), Environmental Health (2), Facilities (1), Fire (3), Fleet Services (1), Parks (3) and Water Utilities (1), from Caldwell Country Chevrolet utilizing contract pricing through Buyboard no. 521-16; in the amount of $444,297.00; as budgeted; and authorizing the City Manager to sign any necessary documents. Summary Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3103) Fiscal Impact: Funds have been budgeted in the various departmental Motor Vehicle accounts (5010).] Staff Recommendation: The Engineering Department recommends approval. 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 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Ken Griffin, P.E., Director of Engineering and Public Works Date: December 13, 2016 Reference: Consider approving the acquisition of twelve replacement vehicles for Building Inspections (1), Environmental Health (2), Facilities (1), Fire (3), Fleet Services (1), Parks (3) and Water Utilities (1), in the amount of $444,297.00 from Caldwell Country Chevrolet utilizing contract pricing through Buyboard no. 521-16, as budgeted, and authorizing the City Manager to sign any necessary documents. 2030: Sustainable City Government: Excellent and Well-Maintained City Infrastructure and Facilities General Information:  Vehicles to be replaced have reached the end of their service life  Funding is included in the FY 2016-17 for these purchases.  Contract pricing obtained through Buyboard cooperative purchasing program.  Buyboard Contract No. 521-16. Introduction: In an effort to operate a clean, efficient and reliable fleet, Fleet Services sets an initial life expectancy on all vehicles & equipment introduced into the fleet. During its service life each vehicle & piece of equipment is subject to close monitoring of availability, operating cost, accumulated miles/hours, condition, obsolescence and the ability to perform required tasks. The vehicles being replaced have reached the point in their service life where it has been determined that replacement is prudent. Analysis: To reduce downtime, maximize efficiency & productivity and provide a solid platform from which to operate the vehicles have been carefully selected with the using departments and Fleet Services working closely together. Consequences of not funding these purchases include decreased vehicle availability, increased operating costs and reduced service levels to our community & internal customers. 2 Legal Review: Agenda item did not require legal review Fiscal Impact: The fiscal impact of this Agenda item is $444,297.00 Recommendation: The Fleet Services Division of the Engineering and Public Works Department recommends approval. Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3104 File ID: Type: Status: 2016-3104 Agenda Item Passed 1Version: Reference: In Control: Engineering 12/05/2016File Created: 12/13/2016Final Action: Vehicle procurement (4)File Name: Title: Consider approving procurement of four (4) replacement vehicles for Engineering (1), Police (2) and Parks (1), from Silsbee Ford utilizing contract pricing through Buyboard no. 430-13 and State of Texas TPASS 072-A1; in the amount of $145,810.50; as budgeted; and authorizing the City Manager to sign any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: H. Sponsors: Enactment Date: Vehicle Memo (Silsbee).pdf, Silsbee Back-up Documents.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 PassApproved on the Consent Agenda 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3104 Title Consider approving procurement of four (4) replacement vehicles for Engineering (1), Police (2) and Parks (1), from Silsbee Ford utilizing contract pricing through Buyboard no. 430-13 and State of Texas TPASS 072-A1; in the amount of $145,810.50; as budgeted; and authorizing the City Manager to sign any necessary documents. Summary Fiscal Impact: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3104) Funds have been budgeted in the various departmental Motor Vehicle accounts (5010) Staff Recommendation: The Engineering Department recommends approval. 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 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Ken Griffin, P.E., Director of Engineering and Public Works Date: December 13, 2016 Reference: Consider approving the acquisition of four replacement vehicles for Engineering (1), Police (2) and Parks (1), in the amount of $145,810.50 from Silsbee Ford utilizing contract pricing through Buyboard no. 430-13 and State of Texas TPASS 072-A1, as budgeted, and authorizing the City Manager to sign any necessary documents. 2030: Sustainable City Government: Excellent and Well-Maintained City Infrastructure and Facilities General Information:  Vehicles to be replaced have reached the end of their service life.  Funding is included in the FY 2016-17 for these purchases.  Contract pricing obtained through Buyboard cooperative purchasing program.  Contract Pricing obtained through the State of Texas TxSmartBuy program.  Buyboard Contract No. 521-16.  State of Texas Contract No. 072-A1. Introduction: In an effort to operate a clean, efficient and reliable fleet, Fleet Services sets an initial life expectancy on all vehicles & equipment introduced into the fleet. During its service life each vehicle & piece of equipment is subject to close monitoring of availability, operating cost, accumulated miles/hours, condition, obsolescence and the ability to perform required tasks. The vehicles being replaced have reached the point in their service life where it has been determined that replacement is prudent. Analysis: To reduce downtime, maximize efficiency & productivity and provide a solid platform from which to operate the vehicles have been carefully selected with the using departments and Fleet Services working closely together. Consequences of not funding these purchases include decreased vehicle availability, increased operating costs and reduced service levels to our internal customers and to the community. 2 Legal Review: Agenda item did not require legal review Fiscal Impact: The fiscal impact of this Agenda item is $145,810.50 Recommendation: The Fleet Services Division of the Engineering and Public Works Department recommends approval. Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3102 File ID: Type: Status: 2016-3102 Agenda Item Passed 1Version: Reference: In Control: Engineering 12/05/2016File Created: 12/13/2016Final Action: Nortex ContractFile Name: Title: Consider approval of an agreement with Nortex Concrete Lift & Stabilization, Inc., based on a unit price, in an amount not to exceed $100,000.00 for roadway concrete leveling (mudjacking); based on the City of Grand Prairie bid contract; as authorized by the Texas Local Government Code; as budgeted in the Infrastructure Maintenance Fund; and authorizing the City Manager to sign any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: I. Sponsors: Enactment Date: Nortex Memo.pdf, Nortex Renewal Letter.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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3102 Title Consider approval of an agreement with Nortex Concrete Lift & Stabilization, Inc., based on a unit price, in an amount not to exceed $100,000.00 for roadway concrete leveling (mudjacking); based on the City of Grand Prairie bid contract; as authorized by the Texas Local Government Code; as budgeted in the Infrastructure Maintenance Fund; and authorizing the City Manager to sign any necessary documents. Summary Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3102) Fiscal Impact: Funds have been budgeted in the Infrastructure Maintenance Fund for this contract. (11-03-11-3210) Staff Recommendation: The Engineering Department recommends approval. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Ken Griffin, P.E., Director of Engineering and Public Works Date: December 13, 2016 Reference: Pavement Leveling Annual Contract 2030: Sustainable City Government, Goal 3 Excellent and Well-maintained City Infrastructure and Facilities Introduction: This agenda item is being presented for approval to utilize the City of Grand Prairie’s contract with Nortex Concrete Lifting and Stabilization, Inc., as authorized by the Texas Local Government Code, Section 271.102, to perform our yearly street repair/mud jacking program. Analysis: In order to provide well-maintained City infrastructure, our concrete streets and alleys require some lifting and leveling occasionally. When water ponds in the gutter line, but the street is still in good shape, we typically repair this by lifting the slab in an effort to allow positive drainage. This is considered preventative maintenance, and will extend the life of the street. In addition to lifting and leveling to solve minor drainage issues, we often use this service for leveling slabs on multi-lane roadways when slabs are uneven. South Beltline is a good example where we often need to raise slabs to prevent a “drop-off” or a “lip” from forming between lanes. Nortex provides these services using a polyurethane foam injection method commonly called “Uretek”. The City has been using the Uretek method for leveling streets and alleys for over 15 years in the form of annual maintenance contracts. This contract has a unit price of $3.93 per lb. of foam, with a total contract amount of $100,000.00. Legal Review: The Purchasing Department has reviewed the documents and determined that this is an appropriate method of contracting with this firm. Fiscal Impact: The fiscal impact of this agenda item is $100,000.00. 2 Recommendation: The Engineering Department recommends approval of this contract with Nortex Concrete Lifting & Stabilization, Inc. Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3105 File ID: Type: Status: 2016-3105 Agenda Item Passed 1Version: Reference: In Control: Engineering 12/05/2016File Created: 12/13/2016Final Action: Conduit ProjectFile Name: Title: Consider approval of an agreement with NEMA 3 Electric for the installation of conduit along MacArthur Boulevard from Parkway Boulevard north to Samuel Boulevard; in the total amount of $73,925.00, as budgeted; and authorizing the City Manager to sign any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: J. Sponsors: Enactment Date: MacArthur Bore - Memo.pdf, MacArthur Bore - Exhibit.pdf, MacArthur Bore - Proposal.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 PassApproved on the Consent Agenda 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3105 Title Consider approval of an agreement with NEMA 3 Electric for the installation of conduit along MacArthur Boulevard from Parkway Boulevard north to Samuel Boulevard; in the total amount of $73,925.00, as budgeted; and authorizing the City Manager to sign any necessary documents. Summary Fiscal Impact: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3105) Funds have been budgeted in the Traffic Control division’s Traffic Signals account (01-03-43-5270) Staff Recommendation: The Engineering Department recommends approval. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Ken Griffin, P.E., Director of Engineering and Public Works Date: December 13, 2016 Reference: Award of bore contract to NEMA 3 Electric for MacArthur Blvd from Parkway north to Samuel Blvd. 2030: Sustainable City Government Introduction: The City of Coppell maintains an extensive fiber optic network which carries data for traffic signals, police, fire, phone and internet internal for city services. The City maintains 35 traffic signals. Communication from our central system to the signals to monitor video detection and signal operation enable staff to respond quicker to problems and monitor operation during harsh weather. This relates to faster system upgrades and repairs. Analysis: Of the 35 traffic signals and other City facilities all are connected to fiber optics except 5 signals and two wastewater lift stations. The proposed project will allow connection of two signals and one wastewater lift station. A prior project from last year funds which has not been completed yet, connects one more traffic signal. The ultimate plan is to connect the utility department’s SCADA system into the fiber optics network. This project will include installation of 2” conduit and pull boxes along the median of MacArthur Blvd. from Parkway Blvd. to Samuel Blvd.. Last year’s project included connecting along MacArthur Blvd. from Sandy Lake Rd. to Parkway Blvd. When the traffic signal was installed at Deforest Rd. & MacArthur Blvd conduit and fiber optics were installed to Samuel Blvd. and MacArthur Blvd. Once conduit is installed along MacArthur Blvd. city forces will purchase and install fiber optics cable and connect the signals to the network. The traffic staff have all been trained to work with fiber optics cable and additionally can operate the City’s own fusion splice equipment. Once the signals are on the network, traffic staff will be able to make timing adjustments and evaluate intersection performance remotely. In fact, some of our call backs occur during the evening rush hour after many of the traffic staff have already gone home. If communication is available to a signal, 2 staff can log in to the system remotely and make adjustments in a matter of minutes as opposed to physically responding. This project falls under the City’s existing contract with NEMA 3 Electric, Inc., Bid No. Q-1014-02 for electrical services and renewed each year. Legal Review: Agenda item did not require legal review Fiscal Impact: The fiscal impact of this Agenda item is $73,925.00 Recommendation: The Engineering Department recommends approval of award to NEMA 3 Electric. 3 Consider approval of $73,925.00 award to NEMA 3 Electric, Inc. for the installation of 2” conduit along MacArthur Blvd. from Parkway Blvd. to Samuel Blvd. for the future connection of traffic signal fiber optics. Proposed 2" Fiber Optic ConduitConstruction, MacArthur BlvdCity of CoppellCreated in CIVIL3D1 INCH = 1 MILE0S:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS 2016.dwg\MacARTHUR FIBERCreated on: 7 December 2016 by Scott Latta1/21/21 1 INCH = FT.010001000500Proposed 2" Fiber Optic ConduitConstruction, MacArthur BlvdCity of CoppellCreated in CIVIL3DS:\CAD\In_Design\MISC EXHIBITS\dwg\EXHIBITS 2016.dwg \MacARTHUR FIBERCreated on: 7 December 2016 by Scott Latta2/2PROPOSED 2" FIBER OPTIC CONDUITSANDY LAKE RD TOPARKWAY BLVD, FY 15/16PROPOSED 2" FIBER OPTIC CONDUITPARKWAY BLVD TOSAMUEL BLVD, FY 16/17 4181 Old Hwy 67, Midlothian, TX 76065 • 972-723-1180 • Fax 972-723-1181 TECL #18687 - Regulated by The Department of Licensing and Regulation P.O. Box 12157, Austin, TX 78711; 1-800-803-8202, 512-463-6599; Website: www.license.tx.us/complaints NEMA 3 Electric, Inc. Electrical Contractors C September 14, 2016 16-327 Rev1 City of Coppell Attention: George Marshall RE: MacArthur Rd (Conduit for Fiber) Quote of $73,925.00 includes § Labor and material for the following areas § Furnish and Install up to (10) 17” x 30” x 18” Polycrete Boxes § Furnish and Install Appx 4725lf bore installed at a minimum of 42” deep § Furnish and Install (1) 2” Poly Roll Pipe entire length of bore § Pipe to be installed into surrounding hand holes near traffic cabinets § This price includes up to (2) cores to Verify Utilities § Starting point is at MacArthur Blvd South Side of Parkway to the North West Corner of Samuel and MacArthur § This is based on installation down the center median Excludes: • Permit Fees • Tax • Bonding • Additional work not described above NOTE: If bonding is required, please add 2.5% of quoted amount for the first $100,000, and 1.5 % the remaining amounts above $100,000 Upon payment we will transfer manufacturers’ warranties to the Owner. EXCEPT FOR TRANSFERABLE MANUFACTURER’S WARRANTIES WE ARE NOT RESPONSIBLE FOR INJURIES OR LOSSES DUE TO DESIGN, MANUFACTURING OR OTHER DEFECTS IN THE MATERIALS DESIGNATED OR SPECIFIED BY CONTRACTOR, OWNER OR THEIR AGENTS. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon written orders, and will become an extra charge over and above the estimate. All agreements are contingent upon strikes, accidents or delays beyond our control. Owner is to carry fire, tornado and other necessary insurance. Our workers are fully covered by Workmen’s Compensation Insurance. Note: We may withdraw this proposal if not accepted within seven days. Acceptance of Proposal – The above prices, specifications and conditions are satisfactory and are hereby accepted, you are authorized to do the work as specified, payment will be made as outlined above. Date of Acceptance: ____________________ Total Amount Accepted: ________________ Signature Printed Name & Title Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3077 File ID: Type: Status: 2016-3077 Resolution Passed 1Version: Reference: In Control: Administration 11/29/2016File Created: 12/13/2016Final Action: Resolution - Bioworld MerchandisingFile Name: Title: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Bio World Merchandising, Inc., and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: K. Sponsors: Enactment Date: Bioworld Merchandising - Resolution Memo.pdf, Bioworld Merchandising - Resolution.pdf, Bioworld Merchandising - Tax Abatement Agreement.pdf Attachments: Enactment Number: RE 2016-1213.3 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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3077 Title Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Bio World Merchandising, Inc., and authorizing the Mayor to sign. Summary City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 108 on November 8, 2016. Bio World Merchandising is a leading design and distribution company of licensed and private label apparel, headwear and accessories to all retail channels. The company owner has purchased approximately 16 acres at the southwest corner of Dividend Drive and S. Belt Line Road to build an office building approximately Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3077) 120,000 square feet in size to house the company’s headquarters. The Tax Abatement Agreement terms for this company will be a 7 year, 85% abatement, and it will be applied to the real property and business personal property for Bio World Merchandising, Inc.. Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2106 Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Bio World Merchandising, Inc., and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Bio World Merchandising, Inc. will be constructing an office to house their corporate headquarters. The tax abatement for this facility will be a 7 year, 85% abatement on the real and business personal property. Introduction: Bio World Merchandising, Inc. is a leading design and distribution company of licensed and private label apparel, headwear and accessories to all retail channels. The company is currently located in Irving, Texas, but due to growth, they need a larger building. The company owner, Raj Malik, has purchased approximately 16 acres at the southwest corner of Dividend Drive and S. Belt Line Road to build an office building approximately 120,000 square feet in size to house the company’s headquarters. City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 108 on November 8, 2016. Analysis: The Tax Abatement Agreement terms for this company will be a 7 year, 85% abatement, and it will be applied to the real property and business personal property for Bio World Merchandising, Inc. Legal Review: The documents were prepared by Pete Smith. Fiscal Impact: N/A 2 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 BIO WORLD MERCHANDISING, INC.; 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 Bio World Merchandising, Inc., 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 creat ion of additional job opportunities. SECTION 3. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. 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 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Bio World Merchandising, Inc., a Texas corporation (“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. 108 (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 16 acres of land located at the north east corner of Hackberry Road and Belt Line Road, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, an office building to serve as corporate headquarters containing approximately 120,000 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), 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 Bio World Merchandising, Inc. (TM 78919) 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 are located; and 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas, acting by and through its City Manager, or designee. “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 Company’s occupancy of the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) “Expiration Date” shall mean March 1 of the calendar year following the seventh (7th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing with January 1 of the calendar year immediately following the date of Completion of Construction of the Improvements. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Improvements” shall mean an office building containing approximately 120,000 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 Bio World Merchandising, Inc., a Texas corporation. “Premises” shall collectively mean the Improvements and the Land. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Required Use” shall mean the operation of the Improvements as the corporate headquarers for Owner. “Tangible Personal Property” shall mean furniture, fixtures and equipment owned or leased by Owner and located at the Improvements, subsequent to the execution of this Agreement. Tangible Personal Property shall not include inventory, Freeport Goods and Goods in Transit located at the Leased Premises. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Page 4 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) 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. Owner intends to locate and maintain Tangible Personal Property at the Improvements following the Owner’s occupancy thereof. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.6 The Premises 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 combined Taxable Value for the Improvements and the Tangible Personal Property, excluding the Land, is at least Thirteen Million Dollars ($13,000,000.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of eighty-five percent (85%) for a period of seven (7) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property located at the Improvements subsequent to the execution of this Agreement. The failure of the Improvements and the Tangible Personal Property to have a combined Taxable Value of at least Thirteen Million Dollars ($13,000,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements and the Tangible Personal Property for such Tax Year. Page 5 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) 3.3 The period of tax abatement herein authorized shall be for a period of seven (7) consecutive years beginning 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 Land and inventory. 3.5 Owner agrees, subject to events of Force Majeure or to continuously own and occupy the Improvements for a period of at least seven (7) consecutive years beginning with the First Year of Abatement. 3.6 During the term of this Agreement following the First Year of Abatement the Improvements shall not be used for any purpose other than the Required Use and the operation and occupancy of the Improvements in conformance with the Required Use shall not cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure. 3.7 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 Owner to construct the Improvements on the Land, or to locate the Tangible Personal Property on the Premises, but said actions are conditions precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur on or before December 1st, 2017, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before June 1st, 2019, 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, Page 6 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) 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 the Owner: (i) fails to cause Commencement or Completion of Construction of the Improvements in accordance with this Agreement; (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) suffers 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 Tangible Personal Property and the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 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 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 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 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 Tangible Personal Property and the Improvements without tax abatement for the years in which tax abatement hereunder was received by 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 Page 7 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) It shall be the responsibility of Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Tangible Personal Property and the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Tangible Personal Property and the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 If intended for Manager, to: Attn: Rajeev Malik, President Bio World Merchandising, Inc. 211 W. Walnut Hill Lane Irving, Texas 75038 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. Page 8 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. 8.10 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. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 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, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. BIO WORLD MERCHANDISING, INC. By: Rajeev Malik, President Page 10 Tax Abatement Agreement City of Coppell and Bio World Merchandising, Inc. (TM 78919) Exhibit “A” (Legal Description of Land to be attached) Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3098 File ID: Type: Status: 2016-3098 Resolution Passed 1Version: Reference: In Control: Administration 12/05/2016File Created: 12/13/2016Final Action: 517 W. Bethel - ResolutionFile Name: Title: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Kristi A. Zatyko, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: L. Sponsors: Enactment Date: 517 Bethel - Resolution First Amendment Memo.pdf, 517 Bethel - Resolution First Amendment.pdf, 517 Bethel - First Amendment to Tax Abatement.pdf Attachments: Enactment Number: RE 2016-1213.4 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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3098 Title Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Kristi A. Zatyko, and authorizing the Mayor to sign. Summary Kristi A. Zatyko purchased 517 Bethel Road from Founders’ Crossing, LLC in 2016. Due to confusion about the annual compliance process for tax abatements, the first year of abatement will be changed to 2017. Fiscal Impact: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3098) [Enter Fiscal Impact Statement Here] Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2106 Reference: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Kristi A. Zatyko, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: The first year of abatement for 517 W. Bethel Rd. will begin in 2017 rather than 2016. The duration of the abatement will still remain 5 years. Introduction: Founders’ Crossing, LLC constructed three office buildings in Old Town Coppell in 2015. Founders’ Crossing sold the building located at 517 W. Bethel to Kristi A. Zatyko in 2016. The first year of abatement was to begin in 2016, but this agreement authorizes the first year of abatement to be pushed to 2017. Analysis: The 75% abatement will still have a duration of five years assuming all of the compliance measures are met. Legal Review: The documents were prepared 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 THE FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND KRISTI A. ZATYKO, AN INDIVIDUAL; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City and Founders Crossing, LLC previously entered into that certain Tax Abatement Agreement with respect to 517 Bethel Road, Coppell, Texas (“Tax Abatement Agreement”); and WHEREAS, Founders Crossing, LLC assigned the Tax Abatement Agreement to Kristi A. Zatyko, an individual, to which the City consented; and WHEREAS, the City Council has been presented a proposed First Amendment to Tax Abatement Agreement with respect to 517 Bethel Road Coppell, Texas, by and between the City of Coppell, Texas, and Kristi A. Zatyko, an individual, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the First Amendment to Tax Abatement 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 First Amendment to Tax Abatement 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 First Amendment to Tax Abatement 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 First Amendment to Tax Abatement Agreement on behalf of the City of Coppell, Texas. SECTION 2. 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 ________________, 2016. 2 CITY OF COPPELL, TEXAS ___________________________________________ KAREN HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:11-29-16:TM 81846) 3 EXHIBIT “A” (Copy of First Amendment to Tax Abatement Agreement to be attached) Page 1 First Amendment to Tax Abatement Agreement-517 Bethel Road City of Coppell and Kristi A. Zatyko (TM 81845) STATE OF TEXAS § § COUNTY OF DALLAS § FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT This First Amendment to Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (“City”), and Kristi A. Zatyko, an individual (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. Recitals: WHEREAS, City and Founders Crossing, LLC previously entered into that certain Tax Abatement Agreement dated November 23, 2015, with respect to 517 Bethel Road, Coppell, Texas (the “Original Agreement”); and WHEREAS, Founders Crossing, LLC has assigned the Original Agreement to Kristi A. Zatyko, an individual, to which the City consented; and WHEREAS, the Parties desire to amend and clarify the First Year of Abatement as defined in the Original Agreement as set forth herein; NOW THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: 1. The Original Agreement is hereby amended by amending the definition of “First Year of Abatement” to read as follows: “First Year of Abatement” shall mean the calendar year beginning with January 1, 2017.” 2. Except as amended herein, the Original Agreement shall remain in full force and effect. (Signature page to follow) Page 2 First Amendment to Tax Abatement Agreement-517 Bethel Road City of Coppell and Kristi A. Zatyko (TM 81845) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. Kristi A. Zatyko Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3099 File ID: Type: Status: 2016-3099 Resolution Passed 1Version: Reference: In Control: Administration 12/05/2016File Created: 12/13/2016Final Action: 525 Bethel - ResolutionFile Name: Title: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and T & J Harris Land Investment LLC, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: M. Sponsors: Enactment Date: 525 Bethel - Resolution First Amendment Memo.pdf, 525 Bethel - Resolution First Amendment.pdf, 525 Bethel - First Amendment to Tax Abatement Agreement.pdf Attachments: Enactment Number: RE 2016-1213.5 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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3099 Title Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and T & J Harris Land Investment LLC, and authorizing the Mayor to sign. Summary T & J Harris Land Investment LLC purchased 525 Bethel Road from Founders’ Crossing, LLC in 2016. Tartan Sales operates in the building. Due to confusion about the annual compliance process for tax abatements, the first year of abatement will be changed to 2017. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3099) Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2106 Reference: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and T&J Harris Land Development, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: The first year of abatement for 525 W. Bethel Rd. will begin in 2017 rather than 2016. The duration of the abatement will still remain 5 years. Introduction: Founders’ Crossing, LLC constructed three office buildings in Old Town Coppell in 2015. Founders’ Crossing sold the building located at 525 W. Bethel to T&J Harris Land Development, LLC in 2016. Tartan Sales operates their corporate headquarters in this building. The first year of abatement was to begin in 2016, but this agreement authorizes the first year of abatement to be pushed to 2017. Analysis: The 75% abatement will still have a duration of five years assuming all of the compliance measures are met. Legal Review: The documents were prepared by Pete Smith. Fiscal Impact: N/A Recommendation: Economic Development recommends approval. 2 1 RESOLUTION NO. _________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF THE FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND T&J HARRIS LAND DEVELOPMENT, LLC, A TEXAS LIMITED LIABILITY COMPANY; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed First Amendment to Tax Abatement Agreement with respect to 525 Bethel Road Coppell, Texas, by and between the City of Coppell, Texas, and T&J Harris Land Development, LLC, a Texas limited liability company, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the First Amendment to Tax Abatement 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 First Amendment to Tax Abatement 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 First Amendment to Tax Abatement 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 First Amendment to Tax Abatement Agreement on behalf of the City of Coppell, Texas. SECTION 2. 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 ________________, 2016. 2 CITY OF COPPELL, TEXAS ___________________________________________ KAREN HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:11-28-16:TM 81802) 3 EXHIBIT “A” (copy of First Amendment to Tax Abatement Agreement to be attached) Page 1 First Amendment to Tax Abatement Agreement-525 Bethel Road (Building 1) City of Coppell and T&J Harris Land Investment, LLC (TM 81799) STATE OF TEXAS § § COUNTY OF DALLAS § FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT This First Amendment to Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (“City”), and T&J Harris Land Development, LLC, a Texas limited liability company (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. Recitals: WHEREAS, City and Founders’ Crossing LLC previously entered into that certain Tax Abatement Agreement dated November 23, 2015, with respect to 525 Bethel Road Coppell, Texas (the “Original Agreement”); and WHEREAS, Founders’ Crossing LLC has assigned the Original Agreement to T&J Harris Land Investment, LLC, to which the City has consented; and WHEREAS, the Parties desire to amend and clarify the First Year of Abatement as defined in the Original Agreement as set forth herein; NOW THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: 1. The Original Agreement is hereby amended by amending the definition of “First Year of Abatement” to read as follows: “First Year of Abatement” shall mean the calendar year beginning with January 1, 2017.” 2. Except as amended herein, the Original Agreement shall remain in full force and effect. (Signature page to follow) Page 2 First Amendment to Tax Abatement Agreement-525 Bethel Road (Building 1) City of Coppell and T&J Harris Land Investment, LLC (TM 81799) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. T&J HARRIS LAND INVESTMENT LLC By: Todd J. Harris, President Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3100 File ID: Type: Status: 2016-3100 Resolution Passed 1Version: Reference: In Control: Administration 12/05/2016File Created: 12/13/2016Final Action: 531 Bethel - ResolutionFile Name: Title: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Founders’ Crossing LLC, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: N. Sponsors: Enactment Date: 531 Bethel - Resolution First Amendment Memo.pdf, 531 Bethel - Resolution First Amendment.pdf, 531 Bethel - First Amendment to Tax Abatement Agreement.pdf Attachments: Enactment Number: RE 2016-1213.6 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 12/13/2016City Council A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Gary Roden, that Consent Agenda Items A-N be approved. The motion passed by an unanimous vote. Action Text: Text of Legislative File 2016-3100 Title Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Founders’ Crossing LLC, and authorizing the Mayor to sign. Summary The Ratliff Group is currently operating out of 531 W. Bethel. Due to confusion about the annual compliance process for tax abatements, the first year of abatement will be changed to 2017. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3100) Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2106 Reference: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Founders’ Crossing, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: The first year of abatement for 531 W. Bethel Rd. will begin in 2017 rather than 2016. The duration of the abatement will still remain 5 years. Introduction: Founders’ Crossing, LLC constructed three office buildings in Old Town Coppell in 2015. Founders’ Crossing sold two of the buildings in 2016. They retained the building located at 531 W. Bethel Rd., and The Ratliff Group operates their corporate headquarters out of that building. The first year of abatement was to begin in 2016, but this agreement authorizes the first year of abatement to be pushed to 2017. Analysis: The 75% abatement will still have a duration of five years assuming all of the compliance measures are met. Legal Review: The documents were prepared 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 THE FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND FOUNDERS CROSSING, LLC, A TEXAS LIMITED LIABILITY COMPANY; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed First Amendment to Tax Abatement Agreement with respect to 531 Bethel Road Coppell, Texas, by and between the City of Coppell, Texas, and Founders Crossing, LLC, a Texas limited liability company, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the First Amendment to Tax Abatement 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 First Amendment to Tax Abatement 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 First Amendment to Tax Abatement 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 First Amendment to Tax Abatement Agreement on behalf of the City of Coppell, Texas. SECTION 2. 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 ________________, 2016. 2 CITY OF COPPELL, TEXAS ___________________________________________ KAREN HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY (PGS:11-28-16:TM 81790) 3 EXHIBIT “A” (Copy of First Amendment to Tax Abatement Agreement to be attached) Page 1 First Amendment to Tax Abatement Agreement-531 Bethel Road (Building 3) City of Coppell and Founders’ Crossing, LLC (TM 81764) STATE OF TEXAS § § COUNTY OF DALLAS § FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT This First Amendment to Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (“City”), and Founders’ Crossing, LLC, a Texas limited liability company (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. Recitals: WHEREAS, the Parties previously entered into that certain Tax Abatement Agreement dated November 23, 2015, with respect to 531 Bethel Road, Coppell, Texas (the “Original Agreement”); and WHEREAS, the Parties desire to amend and clarify the First Year of Abatement as defined in the Original Agreement as set forth herein; NOW THEREFORE, in consideration of the mutual benefits and promises contained herein and for good and other valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows: 1. The Original Agreement is hereby amended by amending the definition of “First Year of Abatement” to read as follows: “First Year of Abatement” shall mean the calendar year beginning with January 1, 2017.” 2. Except as amended herein, the Original Agreement shall remain in full force and effect. (Signature page to follow) Page 2 First Amendment to Tax Abatement Agreement-531 Bethel Road (Building 3) City of Coppell and Founders’ Crossing, LLC (TM 81764) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. FOUNDERS’ CROSSING, LLC By: Rebecca P. Ratliff, Owner Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-2979 File ID: Type: Status: 2016-2979 Agenda Item Passed 4Version: Reference: In Control: City Council 09/06/2016File Created: 12/13/2016Final Action: PD-285-C, Connell Skaggs Addition, Lot 1 & Portion of Lot 3 (Woodside Village Exp) File Name: Title: CONTINUED PUBLIC HEARING: Consider approval of Case No. PD-285-C, Connell Skaggs Addition, Lot 1 & Portion of Lot 3 (Woodside Village Expansion), a zoning change request from C (Commercial) to PD-285-C (Planned Development-285-Commercial), to allow retention of the existing retail building with additional parking on Lot 1 (5.8 acres) and development of a two-building, 30,800-square-foot, retail expansion on a portion of Lot 3 (3.6 acres), containing a total of 9.4 acres of property located at 110 & 214 W. Sandy Lake Road. Notes: Agenda Date: 12/13/2016 Agenda Number: 8. Sponsors: Enactment Date: Cover Memo.pdf, PostponementRequest (12-02-2016).pdf, PostponementRequest (10-24-2016).pdf, Staff Report.pdf, Color Perspectives (5 pages).pdf, Site Plan (Revised 10-14-2016).pdf, Landscape Plan (Revised 10-13-2016).pdf, Elevations.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 PassApproved09/15/2016Planning & Zoning Commission Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-2979) Matt Steer, Sr. Planner introduced this case with exhibits, elevations, material/color board and color perpectives. He mentioned that 23 notices were mailed to property owners within 200 feet of this request. There were no responses received in favor or in opposition. There were also 117 courtesy notices mailed to property owners within 800 feet of this request. He stated that staff is recommending approval subject to conditions which he read into the record. Lance Rose, NCA Partners Architecture, 5646 Milton Street, Suite 610, Dallas, Texas, was present to represent this case, to address questions and stated agreement with staff's recommendation. Chairman Haas opened the Public Hearing, asking for people who wanted to speak either in favor or opposition or wanted to comment on this request to come forward. No one spoke. Chairman Haas closed the Public Hearing. Vice Chairman Portman motioned to recommend approval subject to the following conditions: 1. There will be additional comments during full engineering plan review. 2. A Replat of the property is required. This will need to accommodate the encroachment into the 60-foot open space easement as well as include the dedication of a mutual access easement along the existing and proposed fire lane easements. 3. Coordinate with the utility company on the north property line for installation of the required plant material (accent or overstory trees). 4. Correct acreage listed in the title block. This PD contains Lot 1 and a portion of Lot 3. 5. Revise the parking required for Lot 1 to 373 and adjust the total accordingly. 6. Include a six-foot masonry screening wall with columns expressed every 10 to 30 feet on the west property line of the Site Plan and include details on the Elevations. 7. As shown on the previous submittal, include the sizes of the existing trees on the Landscape Plan/Tree Survey. Include an analysis of which of the trees will be removed with the construction of the six-foot masonry wall on the western property line. Include tree mitigation/retribution calculations. 8. Ensure the proposed multi-tenant monument signs are setback a minimum distance of 10 feet from Denton Tap and Sandy Lake Roads. 9. As shown in the previous submittals, consider adding trees in the front landscape islands. 10. After 75% of the retail space is occupied within the proposed 30,800-square-foot retail expansion, a new parking study for the entire shopping center will be conducted and submitted to City Staff. If warranted, the “future parking” shall be constructed as depicted on the Site Plan. Seconded by Chairman Haas; motion carried (6-0). Action Text: Chair Edmund Haas, Vice Chair Glenn Portman, Commissioner Sue Blankenship, Commissioner Ed Darling, Commissioner Vijay Sarma, and Commissioner George Williford 6Aye: 2 Pass10/25/2016City CouncilPostponed10/11/2016City Council Presentation: Matt Steer, Planner, made a presentation to the City Council. Lance Rose, 5646 Milton St., Ste. 610, Dallas, represented the applicant and answered questions of the Council. Mayor Hunt opened the Public Hearing and asked for those who signed up to speak: 1) Matt Kaiser, 10250 Constellation Blvd., Ste. 2850, Los Angeles, CA, Vice President of U.S. Property Trust, represented the tenant of the adjacent property. The landlord received the zoning notification letter late and asked that the City Council table the item until the November 8, 2016 meeting in order to further assess the impacts on the property. A motion was made by Councilmember Gary Roden, seconded by Councilmember Marvin Franklin, that this Agenda Item be tabled until the October 25, 2016, City Council meeting. The motion passed by an unanimous vote. Action Text: Page 2City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-2979) Councilmember Cliff Long, Councilmember Brianna Hinojosa-Flores, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 7Aye: 3 Pass12/13/2016City CouncilPostponed10/25/2016City Council Presentation: Marcie Diamond, Assistant Director of Planning, read the caption into the record and presented a letter from Carter Maria Thompson on behalf of the neighbors. The letter requested tabling the item and continuing the Public Hearing until December 13, 2016. A motion was made by Mayor Pro Tem Wes Mays, seconded by Councilmember Marvin Franklin, to continue the Public Hearing until December 13th. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Councilmember Brianna Hinojosa-Flores, Mayor Pro Tem Wes Mays, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: 4 PassApproved12/13/2016City Council Mayor Hunt read the item into the record and included a letter from the developer requesting a postponement until the January 10, 2017 City Council meeting. A motion was made by Councilmember Gary Roden, seconded by Councilmember Cliff Long, to continue the Public Hearing until January 10, 2017. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-2979 Title CONTINUED PUBLIC HEARING: Consider approval of Case No. PD-285-C, Connell Skaggs Addition, Lot 1 & Portion of Lot 3 (Woodside Village Expansion), a zoning change request from C (Commercial) to PD-285-C (Planned Development-285-Commercial), to allow retention of the existing retail building with additional parking on Lot 1 (5.8 acres) and development of a two -building, 30,800-square-foot, retail expansion on a portion of Lot 3 (3.6 acres), containing a total of 9.4 acres of property located at 110 & 214 W. Sandy Lake Road. Summary The following P&Z conditions remain outstanding: 1.There will be additional comments during full engineering plan review. 2.A Replat of the property is required. This will need to accommodate the encroachment into the 60-foot open space easement as well as include the dedication of a mutual access easement along the existing and proposed fire lane easements. 3.After 75% of the retail space is occupied within the proposed 30,800-square-foot retail expansion, a new parking study for the entire shopping center will be conducted and submitted to city staff. If warranted, the “future parking” shall be constructed as depicted on the Site Plan. 4.A tree removal permit will be required. Staff Recommendation: On October 25, 2016, City Council continued the public hearing for this ZONING CHANGE to December 13, 2016. On October 11, 2016, City Council tabled and continued the public hearing for this ZONING Page 3City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-2979) CHANGE to October 25, 2016. On September 15, 2016, the Planning Commission recommended approval of this ZONING CHANGE subject to the above-stated conditions . Commissioners Williford, Sarma, Haas, Portman, Darling and Blankenship voted in favor; none opposed. The Planning Department recommended APPROVAL. Goal Icon: Business Prosperity Page 4City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Gary L. Sieb, Director of Planning Date: December 13, 2016 (The Applicant is requesting to postpone this request to the January 10, 2017 Meeting) Reference: Consider approval Case No. PD-285-C, Connell Skaggs Addition, Lot 1 & Portion of Lot 3 (Woodside Village Expansion), to allow retention of the existing retail building with additional parking on Lot 1 (5.8 acres) and development of a two-building, 30,800-square- foot retail expansion on a portion of Lot 3 (3.6 acres), containing a total of 9.4 acres of property located at 110 & 214 W. Sandy Lake Road 2030: Business Prosperity Introduction: The subject property includes the western portion of Woodside Village Shopping Center, encompassing a portion of the existing retail building (Sprouts, Señor Locos, Urban Air and ATA Karate), the vacant land to the west and a portion of the existing parking lot. The proposed development includes a two-building, 30,800-square-foot retail center. The rear of the existing building is proposed to be revised to add parking and to shift the fire lane easement south, closer to the building. Also proposed is a change in the monument sign on Denton Tap Road to a multi- tenant sign. The proposed development would result in the entire shopping center having a 36 parking space deficiency. Twenty-four "future parking spaces" are depicted on the west side and will be available if needed; however, the center would still be 12 parking spaces short. Staff is supporting a condition of the PD to allow a parking deficiency based on the availability of future parking if needed and the existing shared parking agreement with Iglesia Mundo de Fe Church which abuts this property to the north. The landscaping does not meet the requirements of the Landscape Ordinance generally due to existing conditions of the property: the perimeter area on the north of Lot 1 is only five feet; the landscape islands within Lot 1 are not provided for every 15 parking spaces; there will be non-vehicular landscape area deficiency of 3,814 square feet if the future parking is constructed, and the front yard landscaping provided is 27%, not the required 50%. The proposed elevations include a lighter brown brick color than the existing center. In an effort to provide some architectural compatibility with the existing buildings, the accent brick is the same color as the brick of the existing structures to the east. On the front elevations, bronze metal canopies are included above the storefronts. The rear elevations include brown fabric awnings above the doors and windows with some canopies over the windows. Analysis: The applicant is requesting a postponement of this request to the January 10, 2017 City Council Meeting (letter attached). At the October 25, 2016 meeting, at the request of the applicant, City Council postponed this request to the December 13, 2016 City Council Meeting. Previously, in response to a request of a neighboring property owner, on October 11, 2016, City Council continued this zoning case to October 25, 2016 to allow 2 additional time for these abutting owners to discuss various site-related issues. This continuance also allowed staff to verify the official ownership of adjacent property as provided by the Dallas County Appraisal District. DCAD’s records (current tax rolls) indicate the adjacent ownership is Woodside Village Shopping Center LTD to whom the zoning notice was properly sent. At the public hearing, Matt Kaiser of U.S. Property Trust, stated U.S. Property as being the owner and did not receive the zoning notice in a timely manner. In subsequent staff conversations with Mr. Kaiser, we have been advised he’s checking with his attorney to determine why the Trust is not reflected as the current owner. In addition, staff has agreed to mail any notices regarding the property in question to: U.S. Property Trust 10250 Constellation Boulevard, Suite 2850 Los Angeles, California 90067 Attn: Matt Kaiser, Vice President As discussed at the October 11th meeting, the Trust’s major concern was with proper/adequate parking. Regarding the “future parking” on the west side of the site and the condition requiring a parking study at 75% occupancy, the applicant has revised plans to indicate that this parking (24 spaces) is to be installed with the initial construction. With this change, a parking study would not be required. A condition of the proposed PD is to grant an overall exception to the parking requirement of 12 spaces for the entire shopping center, and grant an exception to the landscape area requirements of approximately 4,000 square feet. On September 15, 2016, the Planning and Zoning Commission unanimously recommended approval of this PD; the following conditions remain outstanding: 1. There will be additional comments during full engineering plan review. 2. A Replat of the property is required. This will need to accommodate the encroachment into the 60-foot open space easement as well as include the dedication of a mutual access easement along the existing and proposed fire lane easements. 3. After 75% of the retail space is occupied within the proposed 30,800-square-foot retail expansion, a new parking study for the entire shopping center will be conducted and submitted to city staff. If warranted, the “future parking” shall be constructed as depicted on the Site Plan. 4. A tree removal permit will be required prior to the removal of any trees. Legal Review: This did not require city attorney review Fiscal Impact: None Recommendation: The Planning Department recommends approval. Attachments: 1. Postponement Request Letter (dated December 2, 2016) 2. Postponement Request Letter (dated October 24, 2016) 3. Staff Report 4. Color Perspectives 5. Site plan (Revised to include proposed parking where previously shown as “Future Parking”) 6. Landscape Plan/Tree Survey (Revised to include proposed parking where previously shown as “Future Parking”) 7. Elevations 2301 Cedar Springs, Suite 200 Dallas, TX 75201 O 214.865.8082 leoncapitalgroup.com 12/02/16 Carter Thompson Entitlements Manager Leon Capital Group 2301 Cedar Spring Road Suite 200 Dallas Texas 75201 RE: Request to Table Case No. PD-285-C, Connell Skaggs Addition, Lot 1 & Portion of Lot 3 - Woodside Village Expansion until January 10, 2017 Dear Mayor and Council Members, We are formally requesting that the above referenced rezoning case, PD-285-C, be tabled until January 10, 2017. We have been in contact with the adjacent property owners to address and find resolutions to their concerns. We are confident that we will have all matters resolved before the January 10th, 2017 public hearing. I will be attending the December 13th, 2016 meeting and will be happy to answer any questions. We sincerely appreciate your patience, Carter Maria Thompson Entitlements Manager Leon Capital Group 678-953-0254 cthompson@leoncapitalgroup.com ITEM # 06 Page 1 of 5 CITY OF COPPELL PLANNING DEPARTMENT STAFF REPORT CASE NO.: PD-285-C, Connell Skaggs Addition Lot 1 & Portion of Lot 3 (Woodside Village Expansion) P&Z HEARING DATE: September 15, 2016 C.C. HEARING DATE: October 11, 2016 STAFF REP.: Matt Steer, Senior Planner LOCATION: 110 & 214 W. Sandy Lake Road SIZE OF AREA: 9.3 acres of property CURRENT ZONING: C (Commercial) REQUEST: A zoning change request to PD-285-C (Planned Development-285-Commercial), to allow retention of the existing retail building, additional parking to the rear of Lot 1 (5.8 acres) and development of a 30,800-square-foot, two-building retail expansion on a portion of Lot 3 (3.6 acres). APPLICANT: Owner Engineer Jeff Strong Rusty Glover, P.E. 356 Development, LLC Halff Associates 4300 Sigma Road, Suite 100 3803 Parkwood Blvd., Suite 800 Dallas, TX 75244 Frisco, Texas 75034 972-250-5850 214-618-4570 jstrong@capstonecommercial.com rglover@halff.com Architect Lance Rose NCA Partners Architecture 5646 Milton Street, Suite 610 Dallas, Texas 75206 214-361-9901 lance@ncapartners.com HISTORY: In 1987, Council approved a Final Plat for the development of this shopping center, including an approximate 65,000-square-foot anchor grocery store. This store was originally a Skaggs Alpha Beta and became an Albertsons in the mid-1990s. Albertsons closed in June 2008. A Special Use Permit for Sprouts was approved in December 2008 to occupy 28,900 square feet of this space. In May of 2015, Council approved a Special Use Permit for Urban Air to be located to the east of Sprouts, containing 28,900 square feet. Subsequently, Urban Air and ATA Karate ITEM # 06 Page 2 of 5 were constructed, containing 28,340 square feet, 4,000 square feet, respectively. A shared parking agreement has been in place since September 1986 for the four lots of the Connell Skaggs Addition. On March 24, 2016, the Planning and Zoning Commission approved a Site Plan Amendment for Señor Locos on Lot 1 which allowed the re-occupancy of a retail space for a 6,040-square-foot restaurant with a 640-square-foot outdoor patio and façade improvements (abutting the ATA Karate). At the same Planning and Zoning Commission meeting, a Site Plan Amendment for Mi Cocina was approved on Lot 2 (abutting Denton Tap) which allowed the re-occupancy of a vacant restaurant (formerly Sfizio’s) and retail space for a 4,900-square-foot restaurant, with a 470-square-foot outdoor patio. Subsequent to the approval of these restaurants, the cross parking agreement for the overall shopping center was amended, which states that each of the lots will need parking independent of each other, or will provide sufficient parking through the use of separate shared parking agreements. HISTORIC COMMENT: There is no historic significance associated with the subject property. TRANSPORTATION: Sandy Lake is a recently widened four-lane divided thoroughfare within an approximate 112-foot right-of-way. SURROUNDING LAND USE & ZONING: North – Iglesia Mundo de Fe, Ballet Academy and Taco Bell; PD-207-C (Planned Development- 207-Commercial) and C (Commercial) South – Arbor Manors and Retail; PD-214R-C (Planned Development-214- Commercial) and R (Retail) East – 7/11 Convenience Store/Gas Station on Lot 4 and Goodyear, Ifratelli’s, Mi Cocina, etc. on Lot 2; C (Commercial) West – Office and Residential; C (Commercial) and SF-12 (Single Family-12) COMPREHENSIVE PLAN: The Comprehensive Plan shows this property as suitable for Mixed Use Community Center uses (no residential). DISCUSSION: The property under consideration includes Lot 1 and a portion of Lot 3 of the Woodside Village Shopping Center. Lot 1 has an existing retail building (Sprouts, Señor Locos, Urban Air and ATA Karate). Lot 3 is the western lot that has vacant land and an existing parking lot. The rear of the existing building on Lot 1 is proposed to be revised to add parking and to shift the fire lane easement south, closer to the building. Also proposed on Lot 1 is a change in the monument sign on Denton Tap Road. Currently, Lot 1 is configured as a flag lot with a drive leading to Denton Tap Road along the north end of this development. The existing “Woodside Village” monument sign located on the north side of the drive is proposed to be changed to a multi-tenant sign for the current tenants of Lot 1, future tenants of Lot 3 and the outparcel at the southwest corner of Lot 3 (not included as a part of this request). The “Woodside Village” monument sign located on the east side of the drive on Sandy Lake Road is proposed to be removed and a multi-tenant sign for Lot 3 is proposed to be added approximately 75 feet to the east. Both of ITEM # 06 Page 3 of 5 the proposed signs are required to be setback a minimum of 10 feet from the right- of-way. This is listed as a condition of approval within the recommendation. Parking/Site Plan: When this property was platted in the 1980’s, the anchor store platted the shopping center into four lots including the grocery store and parking on one lot, the 7/11 on the corner lot, the strip retail nearest to Denton Tap Road as a separate lot and a portion of the parking lot on the westernmost lot. An agreement between the properties provided for mutual access, shared parking and utilities among these separately platted lots. When the Site Plan Amendments for Señor Locos and Mi Cocina were approved in March, a parking analysis was done exhibiting that each would have sufficient parking under the shared parking/cross parking agreement of the center. After the plans were submitted for permitting, the parking agreement was amended, now requiring each of the lots to park independently, or provide sufficient parking through the use of shared parking agreements. Per the City Attorney, this amendment to the shared parking agreement does not retroactively change the action of the Planning and Zoning Commission nor the parking plan submitted and approved for the Mi Cocina or Señor Locos cases. The parking analysis provided by the applicant includes the entire shopping center as if the cross parking agreement was still in place. Within this parking analysis, the proposed development would leave the entire shopping center 37 parking spaces deficient of the requirements. With the construction of the 24 "future parking spaces" depicted on the west side of Lot 3, the center would still be 13 parking spaces deficient of meeting the requirements. For three reasons, Staff is comfortable recommending a condition of the PD allow a parking deficiency of 37 spaces. First, the 24 future spaces will be required to be constructed, if warranted. Second, in an analysis of the comparable Tom Thumb shopping center to the east, a parking variance was allowed in 1996 giving a 48 parking space variance. There is seldom, if ever, a parking shortage in that center. Third, there is a parking agreement in place with Iglesia Mundo de Fe to the north allowing the sharing of 100-110 parking spaces. This could reduce the parking need if the employees were required to park offsite (on the church property) or to the rear in the not so desirable/accessible spaces. Tree Survey/Landscape Plan: Although the existing tree sizes are not indicated on the current plan, in the previous submittal, they were. The nine existing tree species and sizes are as follows: three 20-25 caliper-inch Shumard Oaks, two 13-caliper inch Cedar Elms, one seven- caliper inch Cedar Elm, two Hackberries (six and eleven caliper-inches) and one Red Mulberry eight caliper inches). All of which are shown to be saved; although, when the required six-foot masonry wall is constructed on the western property line, the Hackberries and Mulberry may need to be removed. The sizes of the existing trees shall be included on the current Landscape Plan/Tree Survey and an analysis of the removal and mitigation is needed. This is listed as a condition of staff’s recommendation. ITEM # 06 Page 4 of 5 There are ten Eastern Red Cedars, twelve Live Oaks and three Crape Myrtles proposed to be planted on the west boundary of the site to provide an evergreen living screen in addition to the required six-foot masonry screening wall between this commercial use and the residential to the west. Twenty-two Bur Oaks are proposed to be planted in the parking lot islands, fulfilling the “interior” landscaping requirements of the Landscape Ordinance. The northern perimeter requires seven overstory trees. There are nine Crepe Myrtles shown in this area. Because Crepe Myrtles are considered accent trees (permitted at a ratio of three to one in relation to overstory trees), they only account for three of the seven overstory trees required. An additional four overstory or 12 accent trees are needed in this area. The Landscape Architect has agreed to confirm the type of trees (accent and/or overstory) allowed within the 15-foot Power/Phone Easement and revise the plans accordingly. Because Lot 1 is being included as part of this request, the developer is providing a hedge row along Sandy Lake Road to better screen the parking area that is considered legal/nonconforming in regards to the interior landscaping. As it relates to landscape areas, this Landscape Plan does not meet the requirements of the Zoning Ordinance and requires the following exceptions (listed as PD Conditions): 1. The perimeter area on the north of Lot 1, only five feet of landscape area is provided (existing developed condition), 2. The landscape islands within Lot 1 not spaced within the parking area every 15 parking spaces (existing developed condition), 3. The “future parking area” is located within the 60-foot open space area and will cause a non-vehicular landscape area deficiency of 3,814 square feet on Lot 3. 4. The non-vehicular front yard landscaping is 27%, not the required 50% on Lot 3. Elevations/Attached Signage: The proposed elevations include a lighter brown brick color than the existing center. In an effort to provide some architectural compatibility with the existing buildings, the accent brick is the same color as the brick of the existing structures to the east. On the front elevations, bronze metal canopies are included above the storefronts. The rear elevations include brown fabric awnings above the doors and windows with some canopies over the windows. Special attention to these elevations has been given, as they serve as the secondary entrances to the businesses due to a significant amount of parking located in the rear of the site. The attached signage is shown on the color elevations and perspectives to demonstrate how it will appear when fully leased. These do not represent the exact occupants nor comply with the signage requirements. It is noted that the signage will need to meet the requirements of the sign ordinance. Blade signage is proposed within the center as allowed by the recently amended sign ordinance. At this time, staff is comfortable in recommending approval of this case with the list of PD conditions (exceptions to the ordinance), as this is an infill development with existing site conditions which this proposal improves upon. ITEM # 06 Page 5 of 5 RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION: Staff is recommending APPROVAL of this request subject to the following conditions being met: 1. There will be additional comments during full engineering plan review. 2. A Replat of the property is required. This will need to accommodate the encroachment into the 60-foot open space easement as well as include the dedication of a mutual access easement along the existing and proposed fire lane easements. 3. Coordinate with the utility company on the north property line for installation of the required plant material (accent or overstory trees). 4. Correct acreage listed in the title block. This PD contains Lot 1 and a portion of Lot 3. 5. Revise the parking required for Lot 1 to 373 and adjust the total accordingly. 6. Include a 6-foot masonry screening wall with columns expressed every 10 to 30 feet on the west property line of the Site Plan and include details on the Elevations. 7. As shown on the previous submittal, include the sizes of the existing trees on the Landscape Plan/Tree Survey. Include an analysis of which of the trees will be removed with the construction of the six-foot masonry wall on the western property line. Include tree mitigation/retribution calculations. 8. Ensure the proposed multi-tenant monument signs are setback a minimum distance of 10 feet from Denton Tap and Sandy Lake Roads. ALTERNATIVES: 1. Recommend approval of the request 2. Recommend disapproval of the request 3. Recommend modification of the request 4. Take under advisement for reconsideration at a later date ATTACHMENTS: 1. Color Perspectives (5 pages, 11x17) 2. Site Plan 3. Landscape Plan/Tree Survey 4. Elevations 06 SEPTEMBER 2016 COPPELL, TEXASCONNELL SKAGGS ADDITION LOTS 1 & 3 (WOODSIDE VILLAGE) 06 SEPTEMBER 2016 COPPELL, TEXASCONNELL SKAGGS ADDITION LOTS 1 & 3 (WOODSIDE VILLAGE) 06 SEPTEMBER 2016 COPPELL, TEXASCONNELL SKAGGS ADDITION LOTS 1 & 3 (WOODSIDE VILLAGE) 06 SEPTEMBER 2016 COPPELL, TEXASCONNELL SKAGGS ADDITION LOTS 1 & 3 (WOODSIDE VILLAGE) 06 SEPTEMBER 2016 COPPELL, TEXASCONNELL SKAGGS ADDITION LOTS 1 & 3 (WOODSIDE VILLAGE) MANHOLE MANHOLE MANHOLE MANHOLE (TYP) BOL (TYP) BOL & BRICK WALL STONE COLUMN ASPHALT INLET GRATE INLET GRATE INLET GRATE INLET MAILBOX ELEC BOX ELEC BOX ELEC BOXBRICK SIG N BRICK SIGN VAULT PHONE VAULT VERIZON VAULT VERIZON VAULT TRANSFORMER NO PARKING AREA (TYP) BRICK BUILDING EXISTING 1 STORY BRICK BUILDING EXISTING 1 STORY 5 20 FH FH FH FH FH ah1820HALFFI:\31000s\31213\CADD\Sheets\C101-SP-31213.dgnPDF_2D_MON_FW_MR_300.pltDesign10/14/20166:46:32 AMSheet Number Sheet Title Checked By: Drawn By: Project No.: Issued:No.DateDescriptionRevisionScale:AS NOTED TBPE FIRM #F-312FAX (214) 618-4574TEL (214) 618-4570FRISCO, TEXAS 75034-86403803 PARKWOOD BLVD, SUITE 80031213 10/14/2016 CAD RRG PRELIMINARY FOR INTERIM REVIEW ONLY DATE P.E. NO. 86257 NAME TBPE FIRM #F-312 RUSTY R. GLOVER OF:SUPERVISION THE UNDER OR BY PREPAREDWERE THEY PURPOSES. CONSTRUCTIONOR BIDDING PERMIT,APPROVAL, REGULATORY FORINTENDED NOT AND REVIEW THESE DOCUMENTS ARE FOR INTERIM 10/14/2016COPPELL, TEXASCOCO PP ICV ICV LP LP LP PP PP M MANHOLE STM SEW S MANHOLE SAN SEW S MANHOLE SAN SEW M MANHOLE STM SEW S MANHOLE SAN SEW S MANHOLE SAN SEW S MANHOLE SAN SEW WM WM WV WV WV WV WV WV WV WV BOL 15' POWER ESMTVOL 88006, PG 589625' DRAIN ESMTVOL 98093, PG 511460' OPEN SPACE AREAVOL 88006, PG 589620' BLDG LINE VOL 88006, PG 5896 60' OPEN SPACE AREA VOL 88006, PG 5896 30' BLDG LINE VOL 88006, PG 5896 60' OPEN SPACE AREA VOL 88006, PG 5896 15' POWER & PHONE ESMT VOL 88006, PG 5896 "POWELL" 1/2" IRF CAP W/YELLOW 1/2" IRF "POWELL" 1/2" IRF "X" FND "X" FND 16.5'x25' PUMP WATER SERVICE ESMT VOL 88006, PG 5896 W SANDY LAKE ROAD(85' RIGHT-OF-WAY) 10' GAS ESMT VOL 88006, PG 5896 1/2" IRF "5310" 1/2" IRF "1928" 1/2" IRF 1.0' 3.2' 1.7' 3.00' WITNESS BEARS 1/2" IRS FOR POINT FOR CORNER FNC 0.4' ON FNC 1.0' ON FNC 0.6' ON BLDG 0.3' OFF BLDG 0.3' OFF 30' FIRE LANEVOL 88006, PG 5896FIRE LANE & ACCESS ESMT VOL 98093, PG 5130 82.00'SOUTH68.00'SOUTH30'60'd = 259.89' "TXHS" 1/2" IRS ELECTRIC ESMT VOL 2001165, PG 45 10' POWER ESMT VOL 88006, PG 5896 BRICKONE STORY BASIS OF BEARINGS20'10' POWER ESMTVOL 88006, PG 5896"X" SET 85'"X" SETOF CURB4.8' TO BACK 15'x15' POWER ESMT 14'x12.5' ON SUBJECT PROPERTY VOL 88006, PG 5896 15'x15' POWER ESMT VOL 88006, PG 5896 N 89°43'31" E 370.92' 44.00' N 89°43'31" E 6.00' N 89°43'31" E S 89°43'31" W 134.01'N 00°17'54" E 568.19'L=291.83 ' R=1699.30 ' CH =N83 ° 58 ' 52 " W 291.47 'SOUTH 265.12'SOUTH 185.00'10' LANDSCAPE BUFFER15' LANDSCAPE BUFFER ZONED: SF-12 M.R.D.C.T. VOL 42, PG 95 SHADYDALE ACRES TRACT 6, BLOCK C ZONED: SF-12 M.R.D.C.T. VOL 42, PG 95 SHADYDALE ACRES TRACT 3, BLOCK C ZONED: SF-12 M.R.D.C.T. VOL 2005180, PG 101 SHADYDALE ACRES LOT 3R, BLOCK C ZONED: SF-12 M.R.D.C.T. DOC No 20070189095 SHADYDALE ACRES LOT 4R1, BLOCK C ZONED: SF-12 M.R.D.C.T. DOC No 20070189095 SHADYDALE ACRES LOT 4R2, BLOCK C ZONED: PD-207-C M.R.D.C.T. VOL 88006, PG 5896 CONNELL SKAGGS ADDITION LOT 3 TRACT 1 ZONED: PD-207-C M.R.D.C.T. VOL 88006, PG 5896 CONNELL SKAGGS ADDITION LOT 1 TRACT 2 ZONED: PD-207-C M.R.D.C.T. VOL 2001165, PG 45 DENTON TAP DEVELOPMENT LOT 2R, BLOCK A REPLAT AND MINOR PLAT ZONED: PD-207-C 2005076, PG 7605 O.P.R.D.C.T. 145 FITNESS COURT, LLC VOL ZONED: PD-214R2-C INT201000272924 BLOCK A, LOT 1 ARBOR MANORS AMENDED 10' POWER ESMT30' BLDG LINEVOL 88006, PG 5896FIRE LANE & ACCESS ESMT VOL 98093, PG 5118 10' GAS ESMTZONED: PD-207-C M.R.D.C.T. VOL 88006, PG 5896 CONNELL SKAGGS ADDITION LOT 2 N 89°43'31" E 662.00'35.00'SOUTHS 89°43'31" W 235.00'47.00'SOUTH51.67' S 89°43'31" W SOUTH 254.16'100.67' N 89°43'31" E SOUTH 175.00'N 89°51'21" E 491.69' R= 1699.30' T= 14.16 L= 28.32 DENTON TAP ROAD10' LANDSCAPE BUFFER EX. 30' FIRE LANE (VOL 88006, PG 5896) AND PROPOSED MUTUAL ACCESS EX. 30' FIRE LANE (VOL 88006, PG 5896) AND PROPOSED MUTUAL ACCESS EX. 30' FIRE LANE (VOL 88006, PG 5896) AND PROPOSED MUTUAL ACCESS 12 14 12 12 7 14 16 15 15 13 7 3 TRACT 'A'262'212' FUTURE PAD RESTAURANT BY OTHERS DUMPSTER 9' (TYP.)18' (TYP.)18' (TYP.)9' (TYP.) 30' R 30' R 20' R 30' R 27'117'68' 63' 126'108' 108' 24' 24'24'100' PLANTING ISLANDISLAND PLANTING LANDSCAPE FEATURE 30' R 10' R 135' 108' 21 3 15 15 14 9 11 13 24'5' 5' 10' 2' 49'145.3'92.6' 15'45.1' 10.4'152'15'131' 8.3'24'19'28'24'36'24'18'15.6'78' 61 S.F. RISER RM BLDG 'A' 17,900 S.F.60'163'RETAIL 9,842 S.F.15' WALK THRU76'BLDG 'B' 12,900 S.F. RESTAURANT 2,972 S.F. RISER RM 62 S.F. RETAIL 5,518 S.F. RETAIL 4,348 S.F. RESTAURANT 2,007 S.F.RETAIL 6,087 S.F. 74'161' 93.4'27'6' PATIO 289 S.F.PATIO 340 S.F. 4 ACCESS AND MUTUAL 24' FIRE LANE PROPOSEDACCESSAND MUTUAL24' FIRE LANEPROPOSEDACCESS AND MUTUAL 24' FIRE LANE PROPOSED MUTUAL ACCESSAND PROPOSED(VOL 88006, PG 5896)EX. 30' FIRE LANEN REVISED JULY 7TH, 2014) (MAP NUMBER 48113C0155K NO FLOODPLAIN ON SITE EXISTING OVERHEAD ELECTRIC ASPHALT PROPERTY LINE 460 461 EXISTING MAJOR CONTOUR LINE EXISTING MINOR CONTOUR LINE EASEMENT LINE PP POWER POLE SANITARY SEWER MANHOLE WV WATER VALVE FH FIRE HYDRANT EXISTING FIBER OPTIC WM WATER METER LEGEND: EXISTING WATER LINE EXISTING UNDERGROUND ELECTRIC EXISTING TELEPHONE LINE EXISTING GAS LINE EXISTING SANITARY SEWER FOR BY TBPE FIRM #F-312 TEL (214) 618-4570 FRISCO, TEXAS 75034-8640 3803 PARKWOOD BLVD, SUITE 800 285' 242 'C1.01 PLAN SITE 356 DEVELOPMENT 1007550250 SCALE: 1"=50' EXISTING FIRE HYDRANT EXISTING FIRE HYDRANT EXISTING FIRE HYDRANT EXISTING FIRE HYDRANT EXISTING 2 - 14' CURB INLETS EXISTING 2 - 14' CURB INLETS EXISTING FIRE HYDRANT TO REMAIN EXISTING MONUMENT SIGNS TO BE REMOVED EXISTING MONUMENT SIGN TO REMAIN EXISTING MONUMENT SIGN PROPOSED MONUMENT SIGN SITE PLANWOODSIDE VILLAGE285'278'124' PROPOSED FIRE LANE EXISTING FIRE LANE TO BE ABANDONED LOCATION MAP N.T.S. SANDY LAKE PARKWAY DENTON TAPBLVD COPPELL RDCOPPELL RDHEARTZ RDBETHEL SCHOOL RD PLANTATION RD SITE TO REMAIN EXISTING PARKING 9' (TYP.)18' (TYP.)9' (TYP.)18' (TYP.)SITE PLAN SIGNS TO REMAIN EXISTING MONUMENT PROPOSED MONUMENT SIGNSIGN TO BE REMOVED EXISTING MONUMENT EVERY 10' TO 30' WALL WITH COLUMNS EXPRESSED PROPOSED 6' MASONRY SCREENING CITY OF COPPELL, DALLAS COUNTY, TEXAS GEORGE JACK SURVEY,ABSTRACT NO. 694 9.4 ACRES VOL. 88006, PG. 5896 LOTS 1 & 3 (WOODSIDE VILLAGE) SITE PLAN CONNELL SKAGGS ADDITION OF BUILDINGS ON LOT 3 7. EMPLOYEES REQUIRED TO PARK AT BACK 6. 18' DEEP DOUBLE PARKING ROWS LINE AND 15' ALONG THE SOUTH PROPERTY LINE 10' ALONG THE NORTH AND WEST PROPERTY 5. 60' OPEN SPACE AREA TO BE REDUCED TO 4. LANDSCAPE DEFICIENCY OF 4,023 SQ. FT. 3. FRONT YARD LANDSCAPING DEFICIENCY 2. PARKING SHORTAGE 1. OFF PREMISE SIGNAGE PD CONDITIONS: ENGINEER: 214-618-4570 CONTACT: RUSTY GLOVER, P.E. FRISCO, TEXAS 75034 3803 PARKWOOD BLVD., SUITE 800 HALFF ASSOCIATES SURVEYOR: 214-346-6200 CONTACT: ANDY SHAFER, RPLS RICHARDSON, TEXAS 75081 1201 NORTH BOWSER ROAD HALFF ASSOCIATES OWNER / DEVELOPER: 972-250-5820 CONTACT: JEFF STRONG DALLAS, TEXAS 75244 4300 SIGMA ROAD, SUITE 100 356 DEVELOPMENT SITE DATA SUMMARY TABLE ITEM EXISTING ZONING PD-207-C PD-207-C PD-207-C PD-207-C PD-207-C PD-207-C PROPOSED USE RETAIL RETAIL RESTAURANT RESTAURANT RETAIL RETAIL PROPOSED USE AREA 9,842 SF 6,087 SF 2,2296 SF TOTAL 289 SF PATIO= 2,007 SF REST. + 3,312 SF 340 SF PATIO= 2,972 SF REST. + 4,348 SF 5,518 SF BUILDING AREA BUILDING A - 17,900 SF BUILDING B - 12,900 SF BUILDING HEIGHT BUILDING A - 32' MAX.BUILDING B - 32' MAX. REQUIRED PARKING 1/200= 50 1/200= 31 1/100= 23 1/100= 34 1/200= 22 1/200= 28 REQUIRED PARKING TOTAL 188 PROVIDED PARKING 225 LOT COVERAGE BUILDING A - 8%BUILDING B - 6% FLOOR AREA RATIO BUILDING A - 0.8 : 1 BUILDING B - 0.6 : 1 PARKING SUMMARY TABLE STANDARDS) (BASED ON TODAYS PARKING REQUIRED: 06/25/1987 SITE PLAN) (AS APPROVED ON PARKING REQUIRED: PARKING PROVIDED: LOT 1 373 269 344 LOT 2 175 173 153 LOT 3 188 245 225 LOT 4 15 -17 (201500332760) LIFE CHURCH AGREEMENT WITH SHARED PARKING --100 TOTAL 751 687 839 TREE #1 TREE #2 TREE #3 TREE #4 TREE #5 TREE #6 TREE #7 TREE #8 TREE #9 FH FH COCO PP ICV ICV MANHOLE MANHOLE LP LP LP PP PP STM SEW MANHOLE SAN SEW MANHOLE SAN SEW MANHOLE MANHOLE MANHOLE STM SEW MANHOLE SAN SEW MANHOLE SAN SEW MANHOLE SAN SEW MANHOLE WM WM WV WV WV WV WV WV WV WV STONE COLUMN & BRICK WALL INLET GRATE INLET GRATE INLET GRATE INLET ELEC BOX ELEC BOX ELEC BOX VAULT PHONE VAULT VERIZON VAULT VERIZON VAULT TRANSFORMER EXISTING 1 STORY BRICK BUILDING EXISTING 1 STORY BRICK BUILDING FH FH 30" RCP 30" RCP EX. 10' x 8' BOX CULVERTEX. 10' x 8' BOX CULVERT25' DRAIN ESMTVOL 98093, PG 511460' OPEN SPACE AREAVOL 88006, PG 589630' BLDG LINE VOL 88006, PG 5896 60' OPEN SPACE AREA VOL 88006, PG 5896 1/2" IRF "POWELL" 1/2" IRF W/YELLOW CAP 1/2" IRF "POWELL" "X" FND "X" FND 10' GAS ESMT VOL 88006, PG 5896 1/2" IRF 1/2" IRF "5310" 1/2" IRF "1928" 1.0' 3.2' 1.7' POINT FOR CORNER 1/2" IRS FOR WITNESS BEARS 1 ( 3.00' FNC 0.4' ON FNC 1.0' ON FNC 0.6' ON FNC 1.5' ON BLDG 0.3' OFF BLDG 0.3' OFF 30' FIRE LANE VOL 88006, PG 5896 30'60'1/2" IRS "TXHS" 10' POWER ESMT VOL 88006, PG 5896 ONE STORYBRICK20'"X" SET "X" SET4.8' TO BACKOF CURB15'x15' POWER ESMT 14'x12.5' ON SUBJECT PROPERTY VOL 88006, PG 5896 15'x15' POWER ESMT VOL 88006, PG 5896 1 ( 1 ( 44.00' 1 ( 6.00' 6 : 1 ( L=291.83'R =1699.30'CH=N835 8'5 2"W 291.47 'SOUTH 265.12'SOUTH 185.00'10' LANDSCAPE BUFFER15' LANDSCAPE BUFFER TRACT 1 LOT 3 CONNELL SKAGGS ADDITION VOL 88006, PG 5896 M.R.D.C.T. ZONED: PD-207-C TRACT 2 LOT 1 CONNELL SKAGGS ADDITION VOL 88006, PG 5896 M.R.D.C.T. ZONED: PD-207-C M.R.D.C.T. ZONED: PD-207-C 145 FITNESS COURT, LLC VOL 2005076, PG 7605 O.P.R.D.C.T. ZONED: PD-207-C CONNELL SKAGGS ADDITION 1 ( SOUTH47.00'6 : 51.67'SOUTH 254.16'1 ( 100.67'SOUTH 175.00'1 ( R= 1699.30' T= 14.16 L= 28.32 30' FIRE LANE VOL 88006, PG 5896 10' LANDSCAPE BUFFER IC 36 IC 60 LAWN, TYP. QM 17 IC 25 EC 360 LAWN, TYP. LI 3 QV 12 JV 10 EC 74 QM 7 AG 157 NT 408 NT 308 NT 438 EC 51 EC 55 IC 126 10'-0" LANDSCAPE BUFFER E.1 EXISTING TREE, TYP. TYP. FRONTYARD BENCH, TYP. PEDESTRIAN POLE LIGHT, TYP. QM 3 15'-0"LANDSCAPEBUFFERIC 1210'-0"LANDSCAPEBUFFER ZONEIC 102 E.1TYP. 25'-0" DRAINAGE EASEMENT 160 SANDY LAKE ROAD 140 SANDY LAKE ROAD LI 9 COORDINATE W/ UTILITY COMPANY FOR TYPE OF TREES ALONG NORTH PROPERTY LINE 6'-0" HEIGHT MASONRY SCREENING WALL W/ COLUMNS AT EVERY 30'-0" -REF ARCH FOR DETAIL LI 9 EXISTING TREE TO BE REMOVED, TYP. MONUMENT SIGN - REF. CIVIL garthoff design landscape architecture 5646 milton, suite 606 dallas, texas 75206 214.750.4727 www.garthoffdesign.com L1.1 LANDSCAPE PLAN/TREE SURVEY REVISIONS: ISSUE: 10.14.16 SITE PLAN COPPELL, TEXASCONNELL SKAGGSADDITION LOTS 1 & 3(WOODSIDE VILLAGE)A SITE PLAN 10.14.16 SCALE : 1" = 30'-0" 0 15 30 60 SAETSTA 32 O 2 1 ET XFSHNAE.M GA T R HFOFSHRUBS / ORNAMENTAL GRASSES / GROUNDCOVERS PLANT SCHEDULE BOTANICAL NAME/ COMMON NAME MIN. CAL. MIN. HEIGHT MIN. SPREAD CONTAINER/ ROOTBALL SPACINGSYM.QUANT.REMARKS CYNADON DACTYLON/ COMMON BERMUDAGRASS TREES JUNIPERUS VIRGINIANA/ EASTERN RED CEDAR N/A 8'5'B&B PER PLAN FULL TO GROUND, MATCHED QUERCUS MACROCARPA/ BUR OAK SINGLE STRAIGHT TRUNK, FULL CANOPY, MATCHED 4"12'4'PER PLAN100 GAL. ACCESSORIES 4" X 1/8" STEEL EDGE COL-MET, 972-494-3900 E.1 GRAY/METALLIC GALVANIZED DESCRIPTION REMARKSCOLORFINISHSYMBOL SOLID SOD AS DESIGNATED ON PLANS ABELIA X 'EDWARD GOUCHER'/ EDWARD GOUCHER ABELIA 24"24"5 GAL.36" O.C.AG ILEX CORNUTA 'DWARF BURFORD''/ DWARF BURFORD HOLLY 30"30"7 GAL.36" O.C.IC LAGERSTROEMIA INDICA X FAURIEI 'NATCHEZ'/ NATCHEZ CRAPE MYRTLE N/A 10'5'45 GAL.PER PLAN MULTI-TRUNK, 5 CANE MIN, FULL CANOPY, MATCHED EUONYMUS COLORATUS FORTUNEI/ PURPLE WINTER CREEPER 4" POTS 24" O.C.EC 6"12"FULL-ROOTED POTS, VIGOROUS GROWTH AT TIME OF PLANTING 10 JV LI QM 21 27 NASSELLA TENUISSIMA/ MEXICAN FEATHER GRASS NT 1 GAL.18" O.C.12"12" 157 540 325 1,154 OWNER: 356 DEVELOPMENT, LLC 4300 SIGMA ROAD, SUITE 100 DALLAS, TEXAS 75244 PH: 972.250.5850 CONTACT: SEAN PORTER EMAIL: sporter@capstonecommerical.com TRACT 1 (FEE PARCEL) 5.772 ACRES (251,410 S.F.) LOT 1, BLOCK 1 CONNELL SKAGGS ADDITION VOL. 88006, P.G. 5896 CITY OF COPPELL DALLAS COUNTY, TEXAS IRRIGATION NOTE: ALL LANDSCAPE AREAS SHALL 100% HEAD TO HEAD COVERAGE BY AUTOMATIC, UNDERGROUND IRRIGATION AND SHALL INCLUDE: 4" POP-UP SPRAY HEADS (LAWN AREAS), DRIP TUBING (SHRUBS/ORNAMENTAL GRASSES), STREAM BUBBLERS (TREES), AND RAIN/FREEZE SENSORS. IRRIGATION SYSTEM PLANS WILL CONFORM TO THE CITY OF COPPELL ORDINANCES AND ALL APPLICABLE CODES AND REGULATIONS AND WILL BE SUBMITTED ALONG WITH BUILDING PERMIT APPLICATIONS. MAINTENANCE NOTES: THE OWNER, TENANT, AND THEIR AGENT, IF ANY SHALL BE JOINTLY AND SEVERALLY RESPONSIBLE FOR THE MAINTENANCE OF ALL LANDSCAPING. ALL REQUIRED LANDSCAPING SHALL BE MAINTAINED IN A NEAT AND ORDERLY MANNER AT ALL TIMES. THIS SHALL INCLUDE MOWING, EDGING, PRUNING, FERTILIZING, WATERING, WEEDING, AND OTHER SUCH ACTIVITIES COMMON TO THE MAINTENANCE OF LANDSCAPING. LANDSCAPED AREAS SHALL BE KEPT FREE OF TRASH, LITTER, WEEDS AND OTHER SUCH MATERIAL OR PLANTS NOT A PART OF THE LANDSCAPING. ALL PLANT MATERIALS SHALL BE MAINTAINED IN A HEALTHY AND GROWING CONDITION AS IS APPROPRIATE FOR THE SEASON OF THE YEAR. PLANT MATERIALS WHICH DIE SHALL BE REPLACED WITH PLANT MATERIAL OF SIMILAR VARIETY AND SIZE. CITY OF COPPELL LANDSCAPE REQUIREMENTS INTERIOR LANDSCAPING REQUIRED: 10% OFF-STREET PARKING TO BE LANDSCAPE AREA TOTAL PARKING ISLANDS NOT LESS THEN 12% OF TOTAL NON-EXEMPT PARKING 193 PARKING SPACES X 12% = 23 PLANTING ISLANDS PLANTING ISLANDS CONTAIN 1 TREE AND BE LANDSCAPED 85,747 S.F. X 10% = 8,575 S.F. PROVIDED: 12,363 S.F. OF LANDSCAPE AREA* 24 PARKING ISLANDS ALL ISLANDS CONTAIN 1 TREE AND LAWN, SHRUBS PERIMETER LANDSCAPE REQUIRED: 10' LANDSCAPE BUFFER PROVIDED ALONG ALL PROPERTY LINES 15' LANDSCAPE BUFFER PROVIDED ALONG PUBLIC R.O.W. 1 TREE (1 OVERSTORY TREES OR 3 ACCENT TREES) / 50 LINEAR FEET 773 LINEAR FEET / 50 = 15 TREES SCREENING W/ SHRUBS OF MIN 30" HEIGHT, BERMS PROVIDED: 10' LANDSCAPE BUFFER PROVIDED ALONG WEST AND NORTH PROPERTY LINE 15' LANDSCAPE BUFFER PROVIDED ALONG PUBLIC R.O.W. 15 TREES (3 EXISTING TREES, 5 OVERSTORY TREES, 21 ACCENT TREES) SCREENING W/ SHRUBS OF MIN. 30" HEIGHT, EVERGREEN TREES NONVEHICULAR LANDSCAPE REQUIRED: AT LEAST 15% OF LOT NOT COVERED BY BUILDING TO BE LANDSCAPED 156,911 S.F. - 30,800 S.F. = 126,111 S.F. X 15% = 18,916 S.F. NOT LESS THAN 5O% SHALL BE LOCATED IN THE REQUIRED FRONT YARD, 18,916 / 2 = 9,458 S.F. 1 TREE / 2,500 S.F. OF OPEN SPACE = 8 TREES PROVIDED: 11,314 S.F. OF LANDSCAPE AREA PROVIDED* 14% (1,592 S.F.) LOCATED IN FRONT YARD (REQUEST OF PD - 14% INSTEAD OF 50%) 8 TREES *ADDITIONAL INTERIOR LANDSCAPE AREA WILL BE ADDED TO NONVEHICULAR LANDSCAPE REQUIREMENTS 3,788 INTERIOR LANDSCAPE AREA + 11,105 S.F. NONVEHICULAR LANDSCAPE AREA = 14,893 S.F. EXISTING TREES: QUERCUS VIRGINIANA/ LIVE OAK SINGLE STRAIGHT TRUNK, FULL CANOPY, MATCHED 3.5"10'4'PER PLAN65 GAL.QV 12 PROTECTED TREE REPLACEMENT: REQUIRED: PROTECTED TREES REPLACED AT RATIO OF 1 INCH DBH OF REPLACEMENT TREE TO 1INCH DBH OF REMOVED TREE TOTAL INCHES OF PROTECTED TREES REMOVED: 26 INCHES PROVIDED: 42 INCHES (3 - 4 INCH BUR OAKS, ADDITIONAL 1 INCH ADDITIONAL ON 24 BUR OAKS, .5 INCHES ADDITIONAL ON 12 LIVE OAKS) Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3081 File ID: Type: Status: 2016-3081 Ordinance Passed 1Version: Reference: In Control: Administration 11/29/2016File Created: 12/13/2016Final Action: DCT Freeport West LLC - Public Hearing and Ordinance File Name: Title: PUBLIC HEARING: Consider approval of an Ordinance designating DCT Industrial Trust, Inc., Reinvestment Zone No. 109 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 9. Sponsors: Enactment Date: DCT Freeport West - PH and Ordinance Memo.pdf, DCT Freeport West - Public Hearing Notice.pdf, DCT Freeport West - Ordinance.pdf Attachments: Enactment Number: OR 2016-1453 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassClose the Public Hearing and Approve 12/13/2016City Council Mayor Hunt read items 9 and 10 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 9 and advised that no one signed up to speak. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, to close the Public Hearing for Item 9 and approve Agenda Items 9 and 10. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3081 Title Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3081) PUBLIC HEARING: Consider approval of an Ordinance designating DCT Industrial Trust, Inc., Reinvestment Zone No. 109 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Summary The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The public hearing is for the designation of a reinvestment zone for DCT Industrial Trust, Inc., property described as Lot1, Block 1 of the DCT Fellowship West Addition (7.122 acres) and located at the northwest corner of Bethel Road and Creekview Drive. Fiscal Impact: Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2016 Reference: Consider approval of an Ordinance designating DCT Industrial Trust, Inc., Reinvestment Zone No. 109 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: DCT Freeport West LLC is constructing a building located at 1204 Bethel Road. Reinvestment Zone No. 109 is being created for this property. Introduction: DCT Freeport West LLC is constructing a light industrial buildings located at 1204 Bethel Road. The building is approximately 100,000 square feet in size, and a portion of that building has been preleased to Smokey Mountain Chew. 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. 109. Analysis: The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The reinvestment zone is being created for DCT Industrial Trust, Inc. The legal description for the property to be included in the reinvestment zone is described as Lot1, Block 1 of the DCT Fellowship West Addition (7.122 acres). The land is located at the northwest corner of Bethel Road and Creekview Drive. 2 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 13th day of December, 2016, at 7:30 P.M., to consider designation of the property described as Lot 1, Block 1 of the DCT Fellowship West Addition (7.122 acres), located north of Bethel Road and west of Creekview Drive, Coppell, Texas, DCT Industrial Trust, Inc. 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 December 2, 2016 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE & OPEN CARRY LEGISLATION 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). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO.__________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 109 (DCT INDUSTRIAL TRUST, INC.); 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; and, 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 real property described in Exhibit “A” 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. 109 DCT Industrial Trust, Inc.” SECTION 3. The property within Reinvestment Zone No. 109 is eligible for commercial- industrial tax abatement effective on January 1, 2016. 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 _______________, 2016. APPROVED: _________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: _________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: _______________________________ CITY ATTORNEY Exhibit “A” (Legal Description of Land) Lot1, Block 1 of the DCT Fellowship West Addition (7.122 acres) Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3082 File ID: Type: Status: 2016-3082 Resolution Passed 1Version: Reference: In Control: Administration 11/29/2016File Created: 12/13/2016Final Action: DCT Fellowship West - ResolutionFile Name: Title: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DCT Freeport West LLC, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 10. Sponsors: Enactment Date: DCT Freeport West - Resolution Memo.pdf, DCT Freeport West - Resolution.pdf, DCT Freeport West - Tax Abatement Agreement.pdf Attachments: Enactment Number: RE 2016-1213.7 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassApproved12/13/2016City Council Mayor Hunt read items 9 and 10 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 9 and advised that no one signed up to speak. A motion was made by Councilmember Marvin Franklin, seconded by Councilmember Nancy Yingling, to close the Public Hearing for Item 9 and approve Agenda Items 9 and 10. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3082 Title Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DCT Freeport West LLC, and authorizing the Mayor to sign. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3082) Summary City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 109 on December 13, 2016. DCT Freeport West LLC is constructing a light industrial building at 1204 Bethel Road. The building is approximately 100,000 square feet in size, and while it was planned to be a speculative building, DCT did prelease some space. The Tax Abatement Agreement terms for this building will be a 5 year, 75% abatement, and it will be applied to the real property for DCT Freeport West LLC. Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2106 Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and DCT Freeport West LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: DCT Freeport West LLC is constructing a building located at 1204 Bethel Road. The tax abatement for this facility will be a 5 year, 75% abatement on the real property. Introduction: DCT Freeport West LLC is constructing a light industrial building at 1204 Bethel Road. The building is approximately 100,000 square feet in size, and Smokey Mountain Chew has already signed a lease for a portion of the building. City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 109 on December 13, 2016. Analysis: The Tax Abatement Agreement terms for this building will be a 5 year, 75% abatement, and it will be applied to the real property for DCT Freeport West LLC. Legal Review: The documents were prepared 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 DCT FREEPORT WEST LLC; 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 DCT Freeport West LLC, 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 improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and DCT Freeport West LLC (“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. 109 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns approximately 7.1 acres of land located at 1204 W. Bethel Road, Coppell, Texas, being further described in Exhibit “A” (“Land”), and has completed construction of a shell light industrial building containing approximately 107,796 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 Improvements thereon are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements 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 Page 2 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) 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 are located; and 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas acting by and through its city manager, or designee. “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 inspection of the shell of the building has been issued for the City for Improvements. “Effective Date” shall mean the last date of execution of this Agreement. “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 the calendar year commencing with January 1 of the calendar year immediately following the date of Completion of Construction. Page 3 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) “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 shell light industrial building containing approximately 107,796 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 DCT Freeport West LLC, a Delaware limited liability company. “Premises” shall collectively mean the Improvements and the Land. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, which Land is located within the city limits of the City and within the Zone. Owner has Commenced and Completed the Construction of the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.7 The Premises 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 Page 4 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) 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 Four Million Dollars ($4,000,000.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least Four Million Dollars ($4,000,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning 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 Land and inventory, but not including sales tax on inventory owned by lessees occupying the Improvements. 3.5 Owner agrees, subject to events of Force Majeure, to continuously own the Improvements for a period of at least five (5) consecutive years beginning with the First Year of Abatement; provided, however, that Owner shall not be in default of this provision if Owner sells, transfers, assigns or otherwise conveys the Land and Improvements and the purchaser, transferee or assignee expressly assumes this Agreement as provided herein. 3.6 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 the Land and has achieved Completion of Construction of the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. Page 5 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) 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, that all construction of the Improvements are 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 have been 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 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 the Owner: (i) fails to construct the Improvements in accordance with this Agreement; (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) suffers 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. 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 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 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 Owner. Page 6 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) 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 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 Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 Page 7 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) If intended for Owner, to: Attn: Dave Castro DDCT Freeport West LLC 5310 Harvest Hill Road, Suite 270 Dallas, TX 75230 With a copy to: Attn: Legal DCT Freeport West LLC 555 17th Street, 37th Floor Denver, CO 80202 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. 8.10 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. Page 8 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager, which consent shall not be unreasonably withheld. 8.12 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 Agreem ent, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. DCT Freeport West LLC, a Delaware limited liability company By: DCT Industrial Operating Partnership LP, a Delaware limited partnership, its Sole Member By: DCT Industrial Trust Inc., a Maryland corporation, its General Partner By: Name: Title: Page 10 Tax Abatement Agreement City of Coppell and DCT Freeport West LLC (TM 78618) Exhibit “A” Legal Description of Land Lot1, Block 1 of the DCT Fellowship West Addition (7.122 acres) Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3083 File ID: Type: Status: 2016-3083 Ordinance Passed 1Version: Reference: In Control: Administration 11/29/2016File Created: 12/13/2016Final Action: Plaza Lodging - PH and OrdinanceFile Name: Title: PUBLIC HEARING: Consider approval of an Ordinance designating Chase Hospitality, LLC, Reinvestment Zone No. 105 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 11. Sponsors: Enactment Date: Plaza Lodging - PH and Ordinance Memo.pdf, Plaza Lodging - Public Hearing Notice.pdf, Plaza Lodging - Ordinance.pdf Attachments: Enactment Number: OR 2016-1454 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassClose the Public Hearing and Approve 12/13/2016City Council Mayor Hunt read items 11 through 13 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 11 and advised that no one signed up to speak. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Cliff Long, to close the Public Hearing for Item 11 and approve Agenda Items 11 through 13. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3083 Title Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3083) PUBLIC HEARING: Consider approval of an Ordinance designating Chase Hospitality, LLC, Reinvestment Zone No. 105 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Summary The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The public hearing is for the designation of a reinvestment zone for Chase Hospitality LLC, property described as a 4.00-acre tract of land out of the J. L. Whitman Survey, Abstract No. 1521, located on the north side of Hackberry Drive, approximately 200 feet east of S. Belt Line Road. Fiscal Impact: Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2016 Reference: Consider approval of an Ordinance designating Chase Hospitality, LLC Reinvestment Zone No. 105 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Plaza Lodging, LLC is constructing a hotel with meeting space at the northeast corner of Hackberry Drive and S. Belt Line Road. Reinvestment Zone No. 105 is being created for this property. Introduction: Plaza Lodging, LLC is constructing a select service hotel with meeting space at the northeast corner of Hackberry Drive and S. Belt Line Road. The hotel, currently slated to be a Springhill Suites, will have 108,218 gross square feet of space and will contain a minimum of 136 guest rooms and not less than 7,500 square feet of meeting space. 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. 105. Analysis: The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The reinvestment zone is being created for Chase Hospitality, LLC. The legal description for the property to be included in the reinvestment zone is described as a 4.00-acre tract of land out of the J. L. Whitman Survey, Abstract No. 1521. The land is located at the northeast corner of Hackberry Drive and S. Belt Line Road. 2 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 13th day of December, 2016, at 7:30 P.M., to consider designation of the property described as a 4.00-acre tract of land out of the J. L. Whitman Survey, Abstract No. 1521, located on the north side of Hackberry Drive, approximately 200 feet east of S. Belt Line Road, Coppell, Texas, Chase Hospitality, LLC 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 December 2, 2016 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE & OPEN CARRY LEGISLATION 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). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO.__________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 105 (CHASE HOSPITALITY, LLC); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and, WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; and, 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 real property described in Exhibit “A” 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. 105 Chase Hospitality, LLC.” SECTION 3. The property within Reinvestment Zone No. 105 is eligible for commercial- industrial tax abatement effective on January 1, 2016. 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 _______________, 2016. APPROVED: _________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: _________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: _______________________________ CITY ATTORNEY Exhibit “A” (Legal Description of Land) A 4.00-acre tract of land out of the J. L. Whitman Survey, Abstract No. 1521 located at the northeast corner of Hackberry Drive and S. Belt Line Road Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3084 File ID: Type: Status: 2016-3084 Resolution Passed 1Version: Reference: In Control: Administration 11/29/2016File Created: 12/13/2016Final Action: Plaza Lodging, LLC - ResolutionFile Name: Title: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Plaza Lodging, LLC, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 12. Sponsors: Enactment Date: Plaza Lodging - Resolution Memo.pdf, Plaza Lodging - Resolution.pdf, Plaza Lodging - Tax Abatement Agreement.pdf Attachments: Enactment Number: RE 2016-1213.8 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassApproved12/13/2016City Council Mayor Hunt read items 11 through 13 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 11 and advised that no one signed up to speak. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Cliff Long, to close the Public Hearing for Item 11 and approve Agenda Items 11 through 13. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3084 Title Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Plaza Lodging, LLC, and authorizing the Mayor to sign. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3084) Summary City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 105 on December 13, 2016. Plaza Lodging, LLC is constructing a select service hotel containing approximately 108,218 gross square feet of space and containing a minimum of 136 guest rooms and not less than 7,500 square feet of meeting space. The Tax Abatement Agreement is for a period of 10 years. The real property and business personal property will receive a 75% abatement for years 1 - 5 and a 60% abatement for years 6 - 10. Fiscal Impact: [Enter Fiscal Impact Statement Here] Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2106 Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Plaza Lodging, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Plaza Lodging, LLC is constructing a hotel with meeting space at the northeast corner of Hackberry Drive and S. Belt Line Road. The tax abatement for this facility will be a 10 year agreement with 75% of the real and business personal property being abated for years 1 - 5 and 60% being abated for years 6 - 10. Introduction: Plaza Lodging, LLC is constructing a select service hotel with meeting space at the northeast corner of Hackberry Drive and S. Belt Line Road. The hotel, currently slated to be a Springhill Suites, will have 108,218 gross square feet of space and will contain a minimum of 136 guest rooms and not less than 7,500 square feet of meeting space. City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 105 on December 13, 2016. Analysis: The tax abatement for this facility will be a 10 year agreement with 75% of the real and business personal property being abated for years 1 - 5 and 60% being abated for years 6 - 10. Legal Review: The documents were prepared 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 PLAZA LODGING, LLC; 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 Plaza Lodging, LLC, 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 improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. 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 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Plaza Lodging, LLC, a Texas limited liability company (“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. 105 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns the land located at the northeast corner of Hackberry and Belt Line Road, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct or cause to be constructed thereon a Select Service Hotel (hereinafter defined) containing approximately 108,218 gross square feet of space and containing a minimum of one hundred thirty-six (136) guest rooms, and not less than seven thousand five hundred (7,500) gross square feet of meeting space, 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) (hereinafter defined as the “Improvements”); 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 Plaza Lodging, LLC (Springhill Suites) (TM 76057) 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 are located; and 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: “Approved Franchise” shall mean a franchise agreement with an Approved Franchisor whereby the Owner is permitted to operate the Improvements using the name and reservation system of the Approved Franchisor. “Affiliate” shall mean any entity under the common control or ownership of Company or its parent company. “Approved Franchisor” shall mean a national or international hotel franchisor, for a specific hotel product, approved by the City; provided, however, that the City shall not unreasonably withhold its consent to a franchisor which is one of the five (5) largest national or ten (10) largest international hotel chains as of such date. The City has approved Springhill Suites as the initial Approved Franchisor. “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 comm encement 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas, acting by and through its city manager, or designee. Page 3 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) “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 Company’s occupancy of the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the tenth (10th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing with January 1 of the calendar year immediately following the date of Completion of Construction of the Improvements. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Improvements” shall mean a Select Service Hotel containing approximately 108,218 gross square feet of space and containing a minimum of one hundred thirty-six (136) guest rooms, and restaurant facilities at which food and beverages are prepared on site for at least two (2) meals per day (including breakfast), and not less than seven thousand five hundred (7,500) gross square feet of meeting space, 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 Plaza Lodging, LLC, a Texas limited liability company. “Premises” shall collectively mean the Improvements and the Land. Page 4 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Required Use” shall mean the operation of the Improvements and related amenities as a Select Service Hotel open to the public and serving the adjacent business community and the citizens of the City, under and in accordance with the standards of an Approved Franchise. “Select Service Hotel” shall have the same meaning assigned by the City Comprehensive Zoning Ordinance, as amended. “Tangible Personal Property” shall mean furniture, fixtures and equipment owned or leased by Owner and located at the Improvements, subsequent to the execution of this Agreement. Tangible Personal Property shall not include inventory, Freeport Goods and Goods in Transit located at the Leased Premises. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, 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. Owner intends to locate and maintain Tangible Personal Property at the Improvements following the Owner’s occupancy thereof. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.6 The Premises 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. Page 5 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement and provided the combined Taxable Value for the Improvements and the Tangible Personal Property, excluding the Land, is at least Five Million Five Hundred Thousand Dollars ($5.500,000.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of the Taxable Value of the Improvements and of the Tangible Personal Property, for a period of ten (10) consecutive years beginning with the First Year of Abatement in accordance with schedule set forth below. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property located at the Improvements subsequent to the execution of this Agreement. The failure of the Improvements and the Tangible Personal Property to have a combined Taxable Value of at least Five Million Five Hundred Thousand Dollars ($5,500,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements and the Tangible Personal Property for such Tax Year. Year Percentage of Abatement 1-5 75% 6-10 50% 3.3 The period of tax abatement herein authorized shall be for a period of ten (10) consecutive years beginning 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 Land and inventory. 3.5 Owner agrees, subject to events of Force Majeure or to continuously own and occupy the Improvements for a period of at least ten (10) consecutive years beginning with the First Year of Abatement. 3.6 During the term of this Agreement following the First Year of Abatement the Improvements shall not be used for any purpose other than the Required Use and the operation and occupancy of the Improvements in conformance with the Required Use shall not cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure. Page 6 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) 3.7 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 Owner to construct the Improvements on the Land, or to locate the Tangible Personal Property on the Premises, but said actions are conditions precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur on or before July 31, 2017, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before July 31, 2019, 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 the Owner: (i) fails to cause Commencement or Completion of Construction of the Improvements in accordance with this Agreement; (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) suffers 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 Page 7 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) 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 Tangible Personal Property and the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 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 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 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 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 Tangible Personal Property and the Improvements without tax abatement for the years in which tax abatement hereunder was received by 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 Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Tangible Personal Property and the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Tangible Personal Property and the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous Page 8 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 If intended for Owner, to: Attn: Dilip P. Pranav Chase Hospitality, LLC 8530 Esters Boulevard Irving, Texas 75063 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation Page 9 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. 8.10 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. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. Notwithstanding the foregoing, the Company, may upon thirty (30) days prior written notice to City, assign this Agreement to an Affiliate in connection with the sale and transfer of the Premises to an Affiliate provided: (i) the Improvements remain subject to an Approved Franchise; and (ii) such assignee executes and delivers to City a written assumption, in a form and substance reasonably approved by City, of all of the obligations of Owner under this Agreement. 8.12 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, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 10 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ Robert E. Hager, City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. PLAZA LODGING, LLC By: Dilip P. Pranav Title: Owner Page 11 Tax Abatement Agreement City of Coppell and Plaza Lodging, LLC (Springhill Suites) (TM 76057) Exhibit “A” (Legal Description of Land to be attached) Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3097 File ID: Type: Status: 2016-3097 Agenda Item Passed 1Version: Reference: In Control: Administration 12/02/2016File Created: 12/13/2016Final Action: Plaza Lodging - Civic Center AgreementFile Name: Title: Consider approval of a Civic Center Agreement by and between the City of Coppell and Plaza Lodging, LLC, and authorizing the City Manager to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 13. Sponsors: Enactment Date: Plaza Lodging - Civic Center Memo.pdf, Plaza Lodging - Civic Center 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 PassApproved12/13/2016City Council Mayor Hunt read items 11 through 13 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 11 and advised that no one signed up to speak. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Cliff Long, to close the Public Hearing for Item 11 and approve Agenda Items 11 through 13. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3097 Title Consider approval of a Civic Center Agreement by and between the City of Coppell and Plaza Lodging, LLC, and authorizing the City Manager to sign. Summary Executive Summary: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3097) Plaza Lodging, LLC is constructing a select service hotel containing approximately 108,218 gross square feet of space and containing a minimum of 136 guest rooms and not less than 7,500 square feet of meeting space. The Civic Center Agreement grants an expenditure of the Hotel/Motel Occupancy Tax for a period of 10 years. This expenditure is payment to Plaza Lodging, LLC for the use of the meeting space, which will operate as a civic center and is authorized by Chapter 351 of the Tax Code. The percentage expended is as follows: 100% for years 1 and 2, 50% for years 3 - 8, and 25% for years 9 and 10. Fiscal Impact: Staff Recommendation: Staff recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2016 Reference: Consider approval of a Civic Center Agreement by and between the City of Coppell and Plaza Lodging, LLC, and authorizing the City Manager to sign. 2030: Business Prosperity Executive Summary: Plaza Lodging, LLC is constructing a hotel with meeting space at the northeast corner of Hackberry Drive and S. Belt Line Road. Reinvestment Zone No. 105 is being created for this property. Introduction: Plaza Lodging, LLC is constructing a select service hotel containing approximately 108,218 gross square feet of space and containing a minimum of 136 guest rooms and not less than 7,500 square feet of meeting space. The Civic Center Agreement grants an expenditure of the Hotel/Motel Occupancy Tax for a period of 10 years. This expenditure is payment to Plaza Lodging, LLC for the use of the meeting space, which will operate as a civic center and is authorized by Chapter 351 of the Tax Code. Analysis: The Civic Center Agreement grants a rebate of the Hotel/Motel Occupancy Tax as follows: 100% for years 1 and 2, 50% for years 3 - 8, and 25% for years 9 and 10. Legal Review: The documents were created by Pete Smith. Fiscal Impact: N/A Recommendation: Economic Development recommends approval. Page 1 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) STATE OF TEXAS § § COUNTY OF DALLAS § CIVIC CENTER AGREEMENT This Civic Center Development Agreement (“Agreement”) is made by and between the City of Coppell, Texas (“City”), and Plaza Lodging, LLC, a Texas limited liability company (the “Company”) (collectively the “Parties,” or singularly as a “Party”), acting by and through their respective authorized officers and representatives. WITNESSETH: WHEREAS, Chapter 351, Tax Code authorizes the City to expend hotel/motel occupancy tax revenue for the acquisition, lease, construction, improvement, enlarging, maintenance, equipping and operation of a convention center facility which includes civic centers, auditoriums, parking areas and auditoriums, owned or managed by the City; and WHEREAS, a Civic Center (hereinafter defined) located in a hotel and conference center located in the City, will enhance and promote tourism and the hotel and convention industry and will attract visitors from outside the City into the City or its vicinity; and WHEREAS, Company owns the land located at the northeast corner of Hackberry and Belt Line Road, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct or cause to be constructed thereon a Select Service Hotel (hereinafter defined) containing approximately 108,218 gross square feet of space and containing a minimum of one hundred thirty-six (136) guest rooms (the “Hotel”), and not less than seven thousand five hundred (7,500) gross square feet of meeting space attached to the Hotel (the “Conference Center”), 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) (collectively the Hotel and Conference Center referred to as the “Improvements” or as the “Hotel and Conference Center”); and WHEREAS, Company intends to allow the City to use a designated portion of the Conference Center as Civic Center; and WHEREAS, City intends, as lessee of the Conference Center, to contract with the Company to manage and operate the Civic Center for the City; and WHEREAS, City has found and determined that the expenditure of hotel/motel occupancy tax revenue for the lease, operation, and management of the designated portion of the Conference Center, as a Civic Center, is authorized by Chapter 351, Tax Code, and will benefit the City; and WHEREAS, promoting the location of new business enterprises within City will promote economic development, stimulate commercial activity, generate additional sales tax and will enhance the property tax base and economic vitality of City; and Page 2 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) WHEREAS, City has adopted programs for promoting economic development, and this Agreement and the economic development incentives set forth herein are given and provided by City pursuant to and in accordance with those programs; and WHEREAS, the waiver of roadway impact fees and building inspection fees as set forth herein furthers economic development in City and conforms to the programs adopted by City for promoting economic development in City and will enhance the drainage system of the City; and WHEREAS, City is authorized by Article III, Section 52-a of the Texas Constitution and Texas Local Government Code Chapter 380 to provide economic development grants to promote local economic development and to stimulate business and commercial activity in City; and WHEREAS, City has determined that making an economic development grant consisting of the waiver of roadway impact fees and building inspection fees as set forth herein to Company in accordance with City’s economic development program will (i) further the economic development objectives of City; (ii) benefit City and City’s inhabitants; and (iii) promote local economic development and stimulate business and commercial activity in City; and WHEREAS, City Council does hereby approve this Agreement as a program for making an economic development grant to Company for the purpose of stimulating and maintaining its commercial activity within City, and to promote the generation of sales tax, the enhancement of the property tax base, and to maintain and increase the economic vitality of City and to provide for enhancements to the entire City drainage system; NOW THEREFORE, in consideration of the foregoing, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Article I Findings and Determinations The City Council hereby finds and determines that: (i) City is authorized to enter into this Agreement; (ii) Chapter 351, Tax Code authorizes the expenditure of City hotel/motel occupancy tax revenue for the lease, operation and management of the Conference Center; (iii) the use and management of the Conference Center as a municipal civic center is authorized by Chapter 351, Tax Code and will enhance and promote tourism and the hotel and convention industry and will attract visitors from outside the City into the City or its vicinity; and (iv) the City is authorized to contract for the management of the Conference Center for use as a civic center. Article II Term The term of this Agreement (“Term”) shall commence on the Effective Date and shall continue until the Expiration Date, unless sooner terminated. Page 3 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) Article III Definitions Wherever used in this Agreement, the following terms shall have the meaning ascribed to them unless the context clearly indicates otherwise: “Affiliate” shall mean any entity under the common control or ownership of Company or its parent company. “Approved Franchise” shall mean franchise agreements with Approved Franchisor whereby the Company is permitted to operate the Hotel and Conference Center using the name and reservation system of the Approved Franchisor. “Approved Franchisor” shall mean national or international hotel franchisors, for a specific hotel product, approved by the City; provided, however, that the City shall not unreasonably withhold its consent to a franchisor of a Hotel and Conference Center, and which is one of the five (5) largest national or ten (10) largest international hotel chains as of such date. The City has approved Springhill Suites as the initial Approved Franchisor. “Bankruptcy or Insolvency” shall mean the dissolution or termination of the Party’s existence, insolvency, employment of a receiver for any part of Company’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors or the commencement of any proceedings under any bankruptcy or insolvency laws by or against the Party and such proceedings are not dismissed within ninety (90) days after the filing thereof. “Casualty” shall mean the Improvements are wholly or partially destroyed by fire, earthquake, flood or similar casualty that renders the Improvements unfit for the intended purpose. “City” shall mean the City of Coppell, Texas. “Civic Center” shall mean the use of designated portions of the Conference Center by the City for use as a municipal civic center pursuant to Tax Code Chapter 3 51 as set forth in Section 5.3. “Commencement Date” shall mean the later of: (i) the date the first final permanent certificate of occupancy is issued by the City for the Hotel and Conference Center; and (ii) the date the Hotel and Conference Center are open for business and serving the citizens of the City and its visitors. “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 Page 4 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) 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. “Company” shall mean Plaza Lodging, LLC, a Texas limited liability company. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Company’s occupancy of the Improvements. “Conference Center” shall mean that portion of the Improvements dedicated and used as a full service, upscale, conference center containing not less than seven thousand five hundred (7,500) gross square feet of conference space. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean the tenth (10th) anniversary date of the Commencement Date. “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. “Hotel” shall mean a Select Service Hotel containing approximately 108,218 gross square feet of space and containing a minimum of one hundred thirty-six (136) guest rooms. “Hotel Occupancy Tax” or “HOT” shall mean the City’s receipt of tax imposed by the City pursuant to Chapter 351, Tax Code, as amended, on a person who, under a lease, concession, permit, right of access, license, contract or agreement pays for the use or possession or possession of a sleeping room in the Hotel during the calendar year immediately preceding each Rent payment date. “Hotel Tax Report” shall have the same meaning assigned by Tax Code, Ch apter 156.151, or if such report is not available then a written certificate or statement authenticated by an appropriate management official of the Company that contains the amount of Hotel Occupancy Tax collected by the Company and paid to the City and to the State Comptroller, or its successor, for the preceding calendar quarter. Such report shall include the total amount of the payments made for sleeping rooms at the Hotel and Conference Center during the preceding reporting period; and the amount of the HOT collected by the Hotel and Conference Center during the preceding reporting period. “Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental auth ority, 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 Improvements, the Page 5 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) Company, of Company Affiliate, the then owner or operator of the Improvements or any property or any business owned by Company and/or Company Affiliates within the City. “Improvements” or “Hotel and Conference Center” shall mean collectively, the Hotel and attached Conference Center further described as a Select Service Hotel containing approximately 108,218 gross square feet of space and containing a minimum of one hundred thirty-six (136) guest rooms, and restaurant facilities at which food and beverages are prepared on site for at least two (2) meals per day (including breakfast), and not less than seven thousand five hundred (7,500) gross square feet of meeting space, 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). “Land” means the real property described in Exhibit “A”. “Lease Term” means ten (10) consecutive periods of twelve (12) months beginning on the Commencement Date and ending on the Expiration Date. “Premises” shall mean the Land and the Improvements following construction thereof. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Company, its parent company, and any affiliated or related entity controlled or owned by Company, or its parent company. “Rent” shall mean for years 1 and 2 of the Lease Term an amount equal to one hundred percent (100%) of the maximum amount allowed by law of the Hotel Occupancy Tax. For years 3-8 of the Lease Term, an amount equal to fifty percent (50%) of the maximum amount allowed by law of the Hotel Occupancy Tax. For years 9 and 10 of the Lease Term, an amount equal to twenty-five percent (25%) of the maximum amount allowed by law of the Hotel Occupancy Tax. “Required Use” shall mean the operation of the Hotel and Conference Center, and related amenities, open to the public and serving the adjacent business community and the citizens of the City, under and in accordance with the standards of an Approved Franchise. “Select Service Hotel” shall have the same meaning assigned by the City Comprehensive Zoning Ordinance, as amended. Article IV Hotel and Conference Center; Waiver of Impact and Building Inspection Fees 4.1 Construction of Hotel and Conference Center. Company shall, subject to events of Force Majeure, cause Commencement of Construction of the Hotel and Conference Center to occur on or before July 31, 2017; and subject to events of Force Majeure, cause Completion of Construction of Hotel and Conference Center to occur on or before July 31, 2019. 4.2 Inspection/Access. The City, its agents and employees, shall have the right of reasonable access to the Hotel and Conference Center during construction to inspect the Hotel Page 6 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) and Conference Center, at reasonable times during normal business hours and with reasonable notice to Company and in accordance with their visitor access and security policies, in order to insure that the construction is in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). 4.3 Casualty and Condemnation. (a) If the Hotel and Conference Center are damaged partially or destroyed by Casualty, regardless of the extent of the damage or destruction, Company shall, subject to events of Force Majeure and the availability of adequate insurance proceeds, within two hundred seventy (270) days from the date of such Casualty commence to repair, reconstruct or replace the damaged or destroyed portion of the Hotel and/or Conference Center, as applicable, and pursue the repair, reconstruction, or replacement with reasonable diligence so as to restore the Hotel and Conference Center to substantially the condition it was in before the Casualty. In the event, Company fails to timely repair, restore or reconstruct the Hotel and Conference Center and complete the same within eighteen (18) months from the date Company commences the restoration work, this Agreement and the City’s obligation to pay any Rent shall terminate. The City shall not be obligated to pay Rent during any period for the repair, restoration or reconstruction of the Hotel and Conference Center. (b) If the Hotel and Conference Center or any material portion thereof is taken for public or quasi-public purposes by condemnation as a result of any action or proceeding in eminent domain, or transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, this Agreement and the City’s obligation to pay any Rent shall terminate. 4.4 Required Use. Beginning on the Commencement Date, and continuing thereafter until the Expiration Date, or earlier termination, the Hotel and Conference Center shall not be used for any purpose other than the Required Use and the Company shall not allow the operation of the Hotel and Conference Center in conformance with the Required Use to cease for more than thirty (30) days, except: (i) in connection with and to the extent of an event of Casualty or Force Majeure, and (ii) except in connection with any cessation of not more than ninety (90) days that is due to a change in the Approved Franchisor. 4.5 Impact Fee Waiver. City agrees to waive fifty percent (50%) of roadway impact fees assessed the Land, if any provided Company timely causes the Commencement and Completion of Construction of the Hotel and Convention Center (“Impact Fee Waiver”). 4.6 Building Inspection Fees. City agrees to waive fifty percent (50%) of building inspection fees associated with the construction of the Hotel and Convention Center provided Company timely causes the Commencement and Completion of Construction of the Hotel and Convention Center (“Building Inspection Fee Waiver”). Page 7 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) Article V Civic Center 5.1 Lease. In consideration of the covenants, agreements and conditions set forth herein, Company does hereby lease, let, demise and rent, for the Lease Term and City does hereby rent and lease from Company for the Lease Term, the Civic Center for the Civic Center Use (as defined in Section 5.3 (b) of this Agreement). 5.2 Rent. (a) Subject to the continued satisfaction of the terms and conditions of this Agreement by the Company and provided the Company has timely caused Commencement and Completion of Construction of the Hotel and Conference Center to occur the City shall, during the Lease Term, pay to Company or to such person or entity as Company shall designate in writing, Rent, for the use and occupancy of the Civic Center, and as consideration for Company’s management of the Civic Center for the City. Rent shall be paid on an annual basis within sixty (60) days after the end of each the ten (10) consecutive periods of twelve (12) months each. Any payment made by the City hereunder is limited to the extent of the lawfully available funds from the City’s receipts from the collection of the Hotel Occupancy Tax revenue imposed pursuant to Chapter 351, Tax Code attributable to the occupancy of sleeping rooms at the Hotel. (b) The obligation of the City to pay Rent shall be conditioned upon the compliance and satisfaction of the terms and conditions of this Agreement by Company and each of the following: (i) Good Standing. Company shall not have an uncured breach or default of this Agreement or a Related Agreement. (ii) Required Use. During the Term of this Agreement following the Commencement Date and continuing thereafter until the Expiration Date, or earlier termination, the Hotel and Conference Center shall not be used for any purpose other than the Required Use, and that Company shall not allow the use and operation of the Hotel and Conference Center in conformance with the Required Use to cease for more than thirty (30) days, except (i) in connection with, and to the extent of an event of Force Majeure, or (ii) in connection with any cessation of not more than ninety (90) days that is due to a change in the Approved Franchisor. (iii) Hotel Tax Reports. Company shall have timely delivered the Hotel Tax Reports to the City for the applicable calendar year as provided by Section 5.5; and (iv) Receipt of HOT. City shall have received HOT for the applicable calendar year. 5.3 Conditions of Use. Page 8 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) (a) Company Exclusive Use. Company shall have exclusive use of the Hotel and Conference Center, except the City may use the Civic Center portion of the Conference Center for Civic Center Use as set forth in this Section 5.3. (b) Civic Center Use. As consideration for the Rent City shall, without charge or expense, be entitled to the use of the main ballroom and the meeting rooms at least four (4) times (each such use not to exceed two (2) consecutive days unless otherwise agreed by the Parties) each calendar year upon ninety (90) days prior written notice, and at additional times as may be agreed by the Parties when available (“Civic Center Use”). All other uses, if any, of the Conference Center by the City shall be at times mutually approved by Company and the City. Any food and beverage, set up, cleaning or other agreed services shall be charged to the City at Company’s direct cost to provide the same. Civic Center Use must conform to the Approved Franchise uses, except that the City is not required to use the food and beverage services of the Hotel and Conference Center during Civic Center Use, and may cater food and beverages during periods of Civic Center Use. (c) Civic Center Standards. Company shall equip and furnish the Civic Center portion of the Conference Center in such manner that it is readily useable by the City as a municipal civic center for the booking of business conventions, meetings, and similar activities. Company shall keep and maintain the Conference Center in a good state of appearance and repair (except for reasonable wear and tear) at Company’s own expense. City shall be responsible for, and pay for any damages to, the Civic Center and/or the Conference Center, or pr omptly repair any such damages that occur during the City’s use of the Conference Center. 5.4 Management Duties. The Company shall maintain, manage and operate the Civic Center on behalf of the City. The Company will cause the Civic Center to be operat ed and maintained according to this Agreement. The Company agrees to provide management services at least equal to those provided for comparable facilities in the DFW Metroplex. 5.5 Hotel Tax Report. Company shall provide, or cause the Hotel Operator to provide, the City with a Hotel Tax Report within thirty (30) days after the end of each calendar month beginning with the thirtieth (30th) day immediately following the last day of the month in which the Commencement Date occurs and continuing thereafter on the thirtieth (30th) day after each calendar month during the Lease Term. The Hotel Tax Report shall be accompanied by a copy of the Hotel and Conference Center report required to be submitted to the Comptroller of the State of Texas, or its successor, pursuant to Texas Tax Code Section 156.151. For purposes of payment of Rent pursuant to this Agreement only and for no other purpose, if the Hotel Tax Report is not submitted within one hundred eighty (180) days after the date the respective report is due, then Company is deemed to have forfeited payment of Rent by the City for the period to which the undelivered report relates. The City shall not be required to pay any Rent for any calendar year during the Lease Term for so long as the City has not received Hotel Occupancy Tax in full for such period. 5.6 Hotel Tax Records. The Company shall keep and maintain accurate records of the Hotel Occupancy Tax collected by the Company and paid to the City, and to the State Comptroller, or successor agency, during the term of this Agreement that is paid by the occupant Page 9 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) of each sleeping room in the Improvements. Such records shall include, but not be limited to, at a minimum, guest folios, tax exemption certificates, and any original documents such as posting ledgers and rate and stay adjustment reports. These records may be retained in any retrievable format, including but not limited to micro form; shall be maintained for a period of not less than five (5) years; and shall be available for inspection upon request by any employee, agent, officer or representative of the City at all reasonable times. Any adjustments or allowances made or granted shall be reported to the City on a form prescribed by the City. 5.7 Hotel Records Inspection; Annual Audit. The City shall have the right to audit the books and records of Company pertaining to the operation of the Hotel and Conference Center and any operator thereof during normal business hours upon prior written notice thereof to determine the correctness of the Hotel Tax Reports or the amount of taxes due City and/or State of Texas under Texas Tax Code Chapter 351 and/or 156. Company agrees to pay the cost of an annual audit of the Hotel Tax Records to be performed by an independent party selected by the City. Company shall cause the Hotel Operator to cooperate with the City with any such audit. Article VI Termination; Repayment 6.1 Termination. This Agreement terminates upon any one or more of the following: (a) by written agreement of the Parties; (b) at 11:59 pm Dallas, Texas, time on the Expiration Date; (c) upon written notice 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 sixty (60) days after written notice thereof in accordance with this Agreement; (d) upon written notice by the City, if Company suffers an event of Bankruptcy or Insolvency; (e) upon written notice by the City, if any Impositions owed to the City or the State of Texas by Company shall become delinquent after thirty (30) days written notice is delivered pursuant to this Agreement (provided, however, Company retains the right to timely and properly protest and contest any such Impositions); (f) upon written notice by either Party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement in whole, but not in part, invalid, illegal or unenforceable; or (g) upon written notice by either Party, if any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable. 6.2 In the event this Agreement is terminated by the City pursuant to Section 6.1 (c), (d), (e), or (f), the City shall be relieved of any further obligation to pay any Rent to the Company and Company shall immediately pay to City an amount equal to the Rent previously paid by City to Company, as of the date of termination, and the amount of the Impact Fee Waiver Page 10 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) and Building Inspection fee Waiver, plus interest at the rate periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank reasonably selected by City) as its prime or base commercial lending rate, which shall accrue from the dates of the payment of Rent, as the case may be, until paid. 6.3 Right of Offset. City may, at its option and upon written notice to Company, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully thirty (30) days past due to City from Company and/or any Company Affiliate, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement, or otherwise, and regardless of whether or not the debt due City has been reduced to judgment by a court. Article VII Miscellaneous 7.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. 7.2 Limitation on Liability. It is understood and agreed between the Parties that the Company and City, in satisfying the conditions of this Agreement, have acted independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. 7.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture between the Parties. 7.4 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered: If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas 75201 Page 11 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) If intended for Company: Attn: Dilip P. Pranav Chase Hospitality, LLC 8530 Esters Boulevard Irving, Texas 75063 With a copy to: ____________________ 7.5 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 7.6 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 7.7 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 7.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 7.9 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 7.10 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 7.11 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 7.12 Amendment. This Agreement may only be amended by the mutual written agreement of the Parties. 7.13 Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. Page 12 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) 7.14 Assignment. This Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Company without t he prior written consent of the City Manager. Notwithstanding the foregoing, the Company, may upon thirty (30) days prior written notice to City, assign this Agreement to an Affiliate in connection with the sale and transfer of the Premises to an Affiliate provided: (i) the Improvements remain subject to an Approved Franchise; and (ii) such assignee executes and delivers to City a written assumption, in a form and substance reasonably approved by City, of all of the obligations of Owner under this Agreement. 7.15 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Company, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. 7.16 Employment of Undocumented Workers. During the term of this Agreement, the Company agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Company shall repay the taxes abated herein, and any other funds received by the Company from the City as of the date of such violation within 120 days after the date the Company is notified by the City of such violation , plus interest at the rate of 4% compounded annually from the date of violation until paid. (Signature page to follow) Page 13 Civic Center Development Agreement: City of Coppell and Plaza Lodging, LLC (TM78613) EXECUTED on this _______ day of _____________________, 2016. CITY OF COPPELL, TEXAS By: Clay Phillips, City Manager ATTEST: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED on this _______ day of _____________________, 2016. PLAZA LODGING, LLC By: ______________________________ Dilip P. Pranav, Owner Page 1 Exhibit “A” to Civic Center Development Agreement: City of Coppell and Chase Hospitality, LLC (TM78613) Exhibit “A” (Legal Description of the Land -- to be attached) Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3085 File ID: Type: Status: 2016-3085 Ordinance Passed 1Version: Reference: In Control: Administration 11/29/2016File Created: 12/13/2016Final Action: Naterra - PH and OrdinanceFile Name: Title: PUBLIC HEARING: Consider approval of an Ordinance designating SFPLP Holdings Management, LLC, Reinvestment Zone No. 110 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 14. Sponsors: Enactment Date: Naterra II- PH and Ordinance Memo.pdf, Naterra II - Public Hearing Notice.pdf, Naterra II - Ordinance.pdf Attachments: Enactment Number: OR 2016-1455 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassClose the Public Hearing and Approve 12/13/2016City Council Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing and advised that no one signed up to speak. A motion was made by Mayor Pro Tem Wes Mays, seconded by Councilmember Marvin Franklin, to close the Public Hearing and approve this Agenda Item. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3085 Title PUBLIC HEARING: Consider approval of an Ordinance designating SFPLP Holdings Management, LLC, Reinvestment Zone No. 110 pursuant to Section 312.201 of the Property Redevelopment Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3085) and Tax Abatement Act, and authorizing the Mayor to sign. Summary The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The public hearing is for the designation of a reinvestment zone for SFPLP Holdings Management, LLC, property described as described as Lot 1, Block A of the Gateway Business Park No. 2 (4.73 acres) and 6.987 acres of unplatted land from the Joel Wilson Survey, Abstract Number 1555 and the James A. Simmons Survey, Abstract Number 1296, located at the southeast corner of Fritz Drive and Freeport Parkway. Fiscal Impact: Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2016 Reference: Consider approval of an Ordinance designating SFPLP Holdings Management, LLC, Reinvestment Zone No. 110 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Reinvestment Zone No. 110 is being created on land owned by SFPLP Holdings Management, LLC. This land will house the future building for Naterra International. Introduction: BMSC and Naterra International are sister companies that currently share a building located at 1250 Freeport Parkway. They have both grown rapidly, and the owners are ready to build a second building to house the operations of Naterra International so that BMSC can occupy the entire space at the current building. The new building will be approximately 100,000 square feet in size. Reinvestment Zone No. 110 is being created on land owned by SFPLP Holdings Management, LLC. 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. 110. Analysis: The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The public hearing is for the designation of a reinvestment zone for SFPLP Holdings Management, LLC, property described as described as Lot 1, Block A of the Gateway Business Park No. 2 (4.73 acres) and 6.987 acres of unplatted land from the Joel Wilson Survey, Abstract Number 1555 and the James A. Simmons Survey, Abstract Number 1296, located at the southeast corner of Fritz Drive and Freeport Parkway. 2 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 13th day of December, 2016, at 7:30 P.M., to consider designation of the property described as Lot 1, Block A of the Gateway Business Park No. 2 (4.73 acres) and 6.987 acres of unplatted land from the Joel Wilson Survey, Abstract Number 1555 and the James A. Simmons Survey, Abstract Number 1296 located at the southeast corner of Fritz Drive and Freeport, Coppell, Texas, SFPLP Holdings Management, LLC 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 December 2, 2016 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE & OPEN CARRY LEGISLATION 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). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO.__________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 110 (SFPLP HOLDINGS MANAGEMENT, LLC); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, has caused notice to be published in a newspaper having general circulation in the City and has delivered such notice to the presiding officer of the governing body of each taxing unit that includes in its boundaries real property described herein; and, WHEREAS, the City Council of the City of Coppell, Texas, has conducted a public hearing on the designation of the area described herein as a reinvestment zone; and, 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 real property described in Exhibit “A” 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. 110 SFPLP Holdings Management, LLC.” SECTION 3. The property within Reinvestment Zone No. 110 is eligible for commercial- industrial tax abatement effective on January 1, 2016. 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 _______________, 2016. APPROVED: _________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: _________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: _______________________________ CITY ATTORNEY Exhibit “A” (Legal Description of Land) Lot 1, Block A of the Gateway Business Park No. 2 (4.73 acres) and 6.987 acres of unplatted land from the Joel Wilson Survey, Abstract Number 1555 and the James A. Simmons Survey, Abstract Number 1296, located at the southeast corner of Fritz Drive and Freeport Parkway Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3088 File ID: Type: Status: 2016-3088 Ordinance Passed 1Version: Reference: In Control: Administration 11/30/2016File Created: 12/13/2016Final Action: MLRP - PH and OrdinanceFile Name: Title: PUBLIC HEARING: Consider approval of an Ordinance designating MLRP Park West Crossing, LLC, Reinvestment Zone No. 106 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 15. Sponsors: Enactment Date: MLRP - PH and Ordinance Memo.pdf, MLRP - Public Hearing Notice.pdf, MLRP - Ordinance.pdf Attachments: Enactment Number: OR 2016-1456 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassClose the Public Hearing and Approve 12/13/2016City Council Mayor Hunt read items 15 and 16 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 15 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 for Item 15 and approve Agenda Items 15 and 16. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3088 Title PUBLIC HEARING: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3088) Consider approval of an Ordinance designating MLRP Park West Crossing, LLC, Reinvestment Zone No. 106 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Summary The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The public hearing is for the designation of a reinvestment zone for MLRP Park West Crossing, LLC, property described as Block A, Lots 2 - 5 of Park West Crossing (24.059 acres), located south of Southwestern Boulevard and east of Freeport Parkway. Fiscal Impact: Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2016 Reference: Consider approval of an Ordinance designating MLRP Park West Crossing E, LLC, Reinvestment Zone No. 106 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: MLRP Park West Crossing E, LLC is building the second phase of their development, which includes four buildings totaling 304,577 square feet on 24.059 acres. This public hearing and ordinance are for the creation of Reinvestment Zone No. 106. Introduction: MLRP Park West Crossing E, LLC is constructing four shell buildings that total approximately 304,577 square feet of space. Building E is 81,178 square feet and is located on 6.382 acres. Building F is 91,800 square feet and is located on 6.983 acres. Building G is 61,399 square feet and is located on 4.897 acres. Building H is 70,200 square feet and is located on 5.797 acres. All four of the buildings will be located in Reinvestment Zone No. 106. These four buildings are the second phase on the Park West Crossing development. 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. 106. Analysis: The Public Hearing Notice was published in the Citizens’ Advocate on Friday, December 2, 2016. The reinvestment zone is being created for MLRP Park West Crossing E, LLC. The legal description for the property to be included in the reinvestment zone is described as Block A, Lots 2 - 5 of Park West Crossing (24.059 acres). The land is located at the southeast corner of Freeport Parkway and Southwestern Boulevard. 2 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 13th day of December, 2016, at 7:30 P.M., to consider designation of the property described as Block A, Lots 2 - 5 of Park West Crossing (24.059 acres), located south of Southwestern Boulevard and east of Freeport Parkway, Coppell, Texas, MLRP Park West Crossing, LLC 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 December 2, 2016 PUBLIC NOTICE STATEMENT FOR ADA COMPLIANCE & OPEN CARRY LEGISLATION 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). Pursuant to Section 30.06, Penal Code (trespass by license holder with a concealed handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a concealed handgun. Pursuant to Section 30.07, Penal Code (trespass by license holder with an openly carried handgun), a person licensed under Subchapter H, Chapter 411, Government Code (handgun licensing law), may not enter this property with a handgun that is carried openly. ORDINANCE NO._______________________ AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS, DESIGNATING REINVESTMENT ZONE NO. 106 (MLRP PARK WEST CROSSING, LLC); PROVIDING ELIGIBILITY OF THE ZONE FOR COMMERCIAL-INDUSTRIAL TAX ABATEMENT; CONTAINING FINDINGS THAT THE AREA QUALIFIES TO BE DESIGNATED AS A REINVESTMENT ZONE AND THE IMPROVEMENTS SOUGHT ARE FEASIBLE AND PRACTICABLE AND OF BENEFIT TO THE LAND AND THE CITY; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR A REPEALING CLAUSE; AND PROVIDING FOR THE EFFECTIVE DATE OF SAID ORDINANCE. 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; and, WHEREAS, the proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and MLRP Park West Crossing, LLC, attached hereto as Exhibit “B,” has been presented to the City Council; and 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. 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 real property described in Exhibit “A” 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. 106” or “MLRP Park West Crossing, LLC”. SECTION 3. The property within Reinvestment Zone No. 106 is eligible for commercial-industrial tax abatement effective on January 1, 2016. SECTION 4. The Agreement attached hereto as Exhibit “B” having been reviewed by the City Council and found to be acceptable and in the best interests of the City and its citizens, is hereby approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 5. Should any word, sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be void or unconstitutional, the same shall not affect the validity of the remaining portions of said ordinance or as amended hereby, which shall remain in full force and effect. SECTION 6. All ordinances of the City of Coppell in conflict with the provisions of this ordinance shall be, and the same are hereby, repealed; provided, however, that all other provisions of said ordinances not in conflict herewith shall remain in full force and effect. SECTION 7. This ordinance shall take effect immediately from and after its passage in accordance with the provisions of the Charter of the City of Coppell, and it is accordingly so ordained. DULY PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS, ON THIS THE ______ DAY OF ________________, 2016. APPROVED: _________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: _________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: ______________________________________________ ROBERT E. HAGER, CITY ATTORNEY Exhibit A Legal Description Block A, Lots 2 - 5 of Park West Crossing (24.059 acres) Exhibit B Tax Abatement Agreement to be attached. Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3089 File ID: Type: Status: 2016-3089 Resolution Passed 1Version: Reference: In Control: Administration 11/30/2016File Created: 12/13/2016Final Action: MLRP - ResolutionFile Name: Title: Consider approval of four (4) Resolutions approving Tax Abatement Agreements between the City of Coppell and MLRP Park West Crossing LLC and authorizing the Mayor to sign. Notes: Agenda Date: 12/13/2016 Agenda Number: 16. Sponsors: Enactment Date: MLRP - Resolution Memo.pdf, MLRP - Resolution - Building E.pdf, Tax Abatmeent Agreement - Building E - 551 Southwestern Blvd.pdf, MLRP - Resolution - Building F.pdf, Tax Abatement Agreement - Building F - 501 Southwestern Boulevard.pdf, MLRP - Resolution - Building G.pdf, Tax Abatement Agreement - Building G - 435 Southwestern Boulevard.pdf, MLRP - Resolution - Building H.pdf, Tax Abatement Agreement - Building H - 401 Southwestern Boulevard.pdf Attachments: Enactment Number: RE 2016-1213.9; RE 2016-1213.10; RE 2016-1213.11; RE 2016-1213.12 Hearing Date: Contact: Effective Date: Drafter: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: 1 PassApproved12/13/2016City Council Mayor Hunt read items 15 and 16 into the record to be considered together. Presentation: Mindi Hurley, Economic Development Coordinator, made a presentation to the Council. Mayor Hunt opened the Public Hearing for Item 15 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 for Item 15 and approve Agenda Items 15 and 16. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3089) Text of Legislative File 2016-3089 Title Consider approval of four (4) Resolutions approving Tax Abatement Agreements between the City of Coppell and MLRP Park West Crossing LLC and authorizing the Mayor to sign. Summary City Council held a Public Hearing regarding the designation of Reinvestment Zone No. 106 on December 13, 2016. MLRP Park West Crossing LLC is constructing four (4) shell industrial buildings that total 304,577 square feet in size on approximately 24.059 acres. The tax abatement terms for each building will be a 5 year, 75% abatement, and it will be applied to the real property for MLRP Park West Crossing LLC. Fiscal Impact: Staff Recommendation: Economic Development recommends approval. Goal Icon: Business Prosperity Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Clay Phillips, City Manager Date: December 13, 2016 Reference: Consider approval of four (4) Resolutions approving Tax Abatement Agreements between the City of Coppell and MLRP Park West Crossing E, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: MLRP Park West Crossing E, LLC is building the second phase of their development, which includes four buildings totaling 304,577 square feet on 24.059 acres. The resolutions and tax abatement agreements grant a 75% abatement on the real property for each building. Introduction: MLRP Park West Crossing E, LLC is constructing four shell buildings that total approximately 304,577 square feet of space. Building E is 81,178 square feet and is located on 6.382 acres. Building F is 91,800 square feet and is located on 6.983 acres. Building G is 61,399 square feet and is located on 4.897 acres. Building H is 70,200 square feet and is located on 5.797 acres. All four of the buildings will be located in Reinvestment Zone No. 106. These four buildings are the second phase on the Park West Crossing development. City Council will hold a Public Hearing regarding the designation of Reinvestment Zone No. 106 on December 13, 2016. Analysis: The resolutions and tax abatements that coincide with Reinvestment Zone No. 106 will provide a 5 year, 75% abatement on the real property for each building. Legal Review: The documents were prepared by Pete Smith. Fiscal Impact: N/A Recommendation: 2 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 MLRP PARK WEST CROSSING E LLC; 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 MLRP Park West Crossing E LLC, 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 improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and MLRP Park West Crossing E LLC, a Delaware Limited Liability Company (“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. 106 (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 6.382 acres of land located at the southeast corner of Freeport Parkway and Southwestern Boulevard, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, an industrial building containing approximately 81,178 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 MLRP Park West Crossing (Building E) (TM 76163) 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 are located; and 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas acting by and through its city manager, or designee. “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 inspection of the shell of the building has been issued for the City for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) “Expiration Date” shall mean March 1 of the calendar year following the fift h (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing with January 1 of the calendar year immediately following the date of issuance of the first certificate of occupancy for the first tenant. “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 shell industrial building containing approximately 81,178 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 MLRP Park West Crossing E LLC, a Delaware Limited Liability Company. “Premises” shall collectively mean the Improvements and the Land. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, 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. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. Page 4 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.7 The Premises 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 Two Million Twenty-Nine Thousand Four Hundred Fifty Dollars ($2,029,450.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least Two Million Twenty-Night Thousand Four Hundred Fifty Dollars ($2,029,450.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning 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 Land and inventory. 3.5 Owner agrees, subject to events of Force Majeure or to continuously own and occupy the Improvements for a period of at least five (5) consecutive years beginning with the First Year of Abatement. 3.6 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 Page 5 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) 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 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 on or before May 31 , 2016, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or beforeJanuary 31, 2017, 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 the Owner: (i) fails to construct the Improvements in accordance with this Agreement; (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) suffers 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. 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 Owner has Page 6 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) 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 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 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 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 Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 Page 7 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) If intended for Owner, to: Attn: MLRP Park West Crossing E LLC c/o ML Realty Partners, LLC One Pierce Place, Suite 450 Itasca, IL 60143 Attn: Asset Management 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. Page 8 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) 8.10 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. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 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, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ Robert E. Hager, City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. MLRP PARK WEST CROSSING E LLC, a Delaware limited liability company By: ML Realty Partners, LLC Its: Sole Member By: Name: Nancy Kozinski Title: Senior Vice President Page 10 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building E) (TM 76163) Exhibit “A” Legal Description of Land Park West Crossing, Block A, Lot 2, Coppell, Dallas County, Texas 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 MLRP PARK WEST CROSSING F LLC; 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 MLRP Park West Crossing F LLC, 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 improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and MLRP Park West Crossing F LLC, a Delaware Limited Liability Company (“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. 106 (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 6.983 acres of land located at the southeast corner of Freeport Parkway and Southwestern Boulevard, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, an industrial building containing approximately 91,800 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 MLRP Park West Crossing (Building F) (TM 76164) 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 are located; and 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas acting by and through its city manager, or designee. “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 inspection of the shell of the building has been issued for the City for Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) “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 the calendar year commencing with January 1 of the calendar year immediately following the date of issuance of the first certificate of occupancy for the first tenant. “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 shell industrial building containing approximately 91,800 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 MLRP Park West Crossing F LLC. “Premises” shall collectively mean the Improvements and the Land. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, 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. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. Page 4 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.7 The Premises 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 Two Million Two Hundred Ninety FiveThousand Dollars ($2, 295,000.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least Two Million Two Hundred Ninety Five Thousand Dollars ($2, 295,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning 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 Land and inventory. 3.5 Owner agrees, subject to events of Force Majeure or to continuously own and occupy the Improvements for a period of at least five (5) consecutive years beginning with the First Year of Abatement. 3.6 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 Owner Page 5 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) 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 on or before May 31 , 2016, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or beforeFebruary 28 , 2017, 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 the Owner: (i) fails to construct the Improvements in accordance with this Agreement; (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) suffers 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. 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 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. Page 6 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) 5.3 If 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 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 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 Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 Page 7 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) If intended for Owner, to: Attn: MLRP Park West Crossing E LLC c/o ML Realty Partners, LLC One Pierce Place, Suite 450 Itasca, IL 60143 Attn: Asset Management 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. 8.10 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. Page 8 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 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, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ Robert E. Hager, City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. MLRP PARK WEST CROSSING F LLC, a Delaware limited liability company By: ML Realty Partners, LLC Its: Sole Member By: Name: Nancy Kozinski Title: Senior Vice President Page 10 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building F) (TM 76164) Exhibit “A” Legal Description of Land Park West Crossing, Block A, Lot 3, Coppell, Dallas County, Texas 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 MLRP PARK WEST CROSSING G LLC; 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 MLRP Park West Crossing G LLC, 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 improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and MLRP Park West Crossing G LLC, a Delaware Limited Liability Company (“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. 106 (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 4.897 acres of land located at the southeast corner of Freeport Parkway and Southwestern Boulevard, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, an industrial building containing approximately 61,399 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 MLRP Park West Crossing (Building G) (TM 76166) 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 are located; and 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas acting by and through its city manager, or designee. “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 inspection of the shell of the building has been issued for the City for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) “Expiration Date” shall mean March 1 of the calendar year following the fift h (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing with January 1 of the calendar year immediately following the date of issuance of the first certificate of occupancy for the first tenant . “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 shell industrial building containing approximately 61,399 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 MLRP Park West Crossing G LLC. “Premises” shall collectively mean the Improvements and the Land. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, 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. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. Page 4 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.7 The Premises 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 One Million Five Hundred Thirty Four Thousand Nine Hundred Sevety Five Dollars ($1,534,975.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least One Million Five Hundred Thirty Four Thousand Nine Hundred Seventy Five Dollars ($1,534,975.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning 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 Land and inventory. 3.5 Owner agrees, subject to events of Force Majeure or to continuously own and occupy the Improvements for a period of at least five (5) consecutive years beginning with the First Year of Abatement. 3.6 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 Owner Page 5 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) 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 on or before May 31 , 2016, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or beforeFebruary 28 , 2017, 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 the Owner: (i) fails to construct the Improvements in accordance with this Agreement; (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) suffers 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. 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 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. Page 6 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) 5.3 If 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 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 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 Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 Page 7 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) If intended for Owner, to: Attn: MLRP Park West Crossing E LLC c/o ML Realty Partners, LLC One Pierce Place, Suite 450 Itasca, IL 60143 Attn: Asset Management 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. Page 8 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) 8.10 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. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 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, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ Robert E. Hager, City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. MLRP PARK WEST CROSSING G LLC, a Delaware limited liability company By: ML Realty Partners, LLC Its: Sole Member By: Name: Nancy Kozinski Title: Senior Vice President Page 10 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building G) (TM 76166) Exhibit “A” Legal Description of Land Park West Crossing, Block A, Lot 4, Coppell, Dallas County, Texas 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 MLRP PARK WEST CROSSING H LLC; 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 MLRP Park West Crossing H LLC, 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 improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 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 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. 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 ________________, 2016. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and MLRP Park West Crossing H LLC, a Delaware Limited Liability Company (“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. 106 (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 5.797 acres of land located at 401 Southwestern Boulevard, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, an industrial building containing approximately 70,200 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 MLRP Park West Crossing (Building H) (TM 76168) 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 are located; and 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 this Agreement is executed (2016). “City” shall mean the City of Coppell, Texas acting by and through its city manager, or designee. “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 b y 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 inspection of the shell of the building has been issued for the City for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) “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 the calendar year commencing with January 1 of the calendar year immediately following the date of issuance of the first certificate of occupancy for the first tenant. “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 shell industrial building containing approximately 70,200 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 MLRP Park West Crossing H LLC. “Premises” shall collectively mean the Improvements and the Land. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Owner, its parent company, and any affiliated or related entity controlled or owned by Owner, or its parent company. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, 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. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. Page 4 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Owner is in compliance with each term of the Agreement. 2.7 The Premises 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 One Million Seven Hundred Fifty Five Thousand Dollars ($1, 755,000.00), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least One Million Seven Hundred Fifty Five Thousand Dollars ($1,755,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning 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 Land and inventory. 3.5 Owner agrees, subject to events of Force Majeure or to continuously own and occupy the Improvements for a period of at least five (5) consecutive years beginning with the First Year of Abatement. 3.6 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 Owner Page 5 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) 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 on or before May 31 , 2016, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or beforeMarch 31 , 2017, 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 the Owner: (i) fails to construct the Improvements in accordance with this Agreement; (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) suffers 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. 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 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. Page 6 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) 5.3 If 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 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 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 Owner pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Improvements. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Owner shall annually render the value of the Improvements to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: If intended for 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 Ross Tower 500 North Akard Dallas, Texas 75201 Page 7 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) If intended for Owner, to: Attn: MLRP Park West Crossing E LLC c/o ML Realty Partners, LLC One Pierce Place, Suite 450 Itasca, IL 60143 Attn: Asset Management 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 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 governed by the laws of the State of Texas. 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. 8.9 Employment of Undocumented Workers. During the term of this Agreement Owner agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Owner shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Owner is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. Owner is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Owner or by a person with whom such Owner contracts. 8.10 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. Page 8 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, adminis trators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 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, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) EXECUTED in duplicate originals the ____ day of _______________, 2016. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ Robert E. Hager, City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2016. MLRP PARK WEST CROSSING H LLC, a Delaware limited liability company By: ML Realty Partners, LLC Its: Sole Member By: Name: Nancy Kozinski Title: Senior Vice President Page 10 Tax Abatement Agreement City of Coppell and MLRP Park West Crossing (Building H) (TM 76168) Exhibit “A” Legal Description of Land Park West Crossing, Block A, Lot 5, Coppell, Dallas County, Texas Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3106 File ID: Type: Status: 2016-3106 Agenda Item Passed 2Version: Reference: In Control: Police 12/06/2016File Created: 12/13/2016Final Action: Flex 2 Body CamerasFile Name: Title: Consider approval to purchase fifty (50) Taser Flex 2 Body Cameras from Taser International to be utilized by the combined SWAT team with the cost shared by Coppell, Addison, Carrollton and Farmers Branch at a total cost of $156,828, with payments to be spread out over five (5) years, and purchased from the Crime Control Fund; and authorizing the City Manager to sign and execute any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: 17. Sponsors: Enactment Date: Flex 2 Body Cameras - Memo.pdf, Flex 2 Body Cameras - Quote.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: 2 PassApproved12/13/2016City Council Presentation: Police Chief Mac Tristan made a presentation to the City Council. A motion was made by Councilmember Nancy Yingling, seconded by Mayor Pro Tem Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3106 Title Consider approval to purchase fifty (50) Taser Flex 2 Body Cameras from Taser International to be utilized by the combined SWAT team with the cost shared by Coppell, Addison, Carrollton and Farmers Branch at a total cost of $156,828, with payments to be spread out over five (5) years, and purchased from the Crime Control Fund; and authorizing the City Manager to sign and execute any necessary documents. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3106) Summary Fiscal Impact: Funds are available in the ¼% sales tax for the Crime Control and Prevention District for this purchase. The participating cities will be billed for their share of the costs. Staff Recommendation: Staff Recommends Approval Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Mac Tristan, Chief of Police Date: December 06, 2016 Reference: Approval to Purchase fifty (50) Taser Flex 2 Body Cameras for the combined SWAT team and authorizing the City Manager to sign. 2030: Coppell 2030, Healthy Neighborhoods/Safe Neighborhoods Introduction: The combined SWAT team is comprised of members from the four consortium cities, Addison, Carrollton, Coppell and Farmers Branch. It has been determined that the members of the SWAT team should all wear body worn cameras for their own protection as well as the city they represent. Analysis: The fifty Taser Flex 2 body cameras would be initially purchased from Taser International, a sole source vendor, by the City of Coppell. Coppell would then invoice Addison, Carrollton and Farmers Branch for their equal portion. Legal Review: Agenda item does not require legal review. Fiscal Impact: The initial purchase for year one would include the equipment, licenses, storage and training. Years 2 – 5 are for maintenance fees that would be divided between the four consortium cities. The total cost for year one is $41,556 and will be paid by Coppell initially (Coppell’s portion of this amount is $8,311.20 plus $165.59 shipping). Coppell will then invoice the other cities for their portion; Addison ($8,311.20), Farmers Branch ($8,311.20) and Carrollton ($16,622.40). The yearly maintenance fee for years 2 – 5 will total $28,818 each year and will be divided between the four cities equally. This fee will be paid initially by Coppell. Addison, Farmers Branch, and Carrollton will each be billed $7,204.50 yearly. The total cost of the five year contract will be $156,828.00. Recommendation: 2 The Police Department recommends Council approve the purchase of (50) Taser Flex 2 Body Worn Cameras from Taser International in the amount of $156,828.00 and authorize the City Manager to sign. T ASER International Protect Life. Protect Truth. 17 80 0 N 85th St. Sco tt sdale, Arizo na 85255 Unite d States Phone: (800) 978-2737 Fax: Tony Pletch er 1-972 -304-3583 tp letch@ci.coppe ll .tx.us Bill T o: Coppell Police Department 130 Town Center Blvd Coppell, TX 75019 us SALESPE R SO N PHONE Sh ip To: Tony Pletcher Coppell Police Department 130 Town Center Blvd Coppell, TX 750 19 us TA.SER Quotation Quote: Q-91181-5 Date : 11129/2016 1 :09 PM Quote E xpira tion: 12/15 /2016 Contract Start Date*: 1/1 /2017 Contract Term: 5 years AX Account Number: 112511 EMAIL DE LIVE RY M E THOD PAYMENT METHOD Paul Strozier pstrozier@taser.com Fedex -Ground Net30 *Note this will vary based on the shipment date of the product. Year 1 -Hardware and Evidence.com-Due Net 30 This quote was executed using the "TX BuyBoard 500-15" cooperative contract. QTY ITEM# DESC RIPTION UN IT TOTAL BEFORE DISCOUNT ($) NET TOTAL PRICE DI SCO UNT 50 11528 FLEX 2 CAMERA, (ONLINE) USD449.00 USO 22,450.00 USO 22,450 .00 USO 0.00 50 11532 FLEX 2 CONTROLLER USO 150.00 USO 7,500.00 USO 7,500.00 USO 0.00 50 11533 CABLE, COILED, STRAlGHT TO RIGHT USO 0.00 USD0.00 USD0.00 USO 0.00 ANGLE, 48", FLEX 2 50 11509 BELT CLIP, RAPIDLOCK USD0.00 USO 0.00 US O 0.00 USO 0.00 50 11534 USB SYNC CABLE, FLEX 2 USD0.00 USD0.00 USO 0.00 USD0.00 50 11545 COLLAR MOUNT, FLEX 2 USD0 .00 US O 0 .00 US O 0.00 USD0 .00 50 11548 UNIVERSAL HELMET MOUNT, FLEX 2 USD0.00 USD 0.00 USO 0.00 USO 0.00 50 80106 5 YEAR TASER ASSURANCE PLAN AXON USD0 .00 USO 0 .00 USD0.00 USD0.00 FLEX 2 CAMERA 50 80 115 5 YEAR TASER ASSURANCE PLAN AXON USO 0.00 USO 0.00 USO 0 .00 USO 0.00 FLEX 2 CONTROLLER 50 85 054 T ASER ASSURANCE PLAN AXON FLEX USD276.00 USO 13 ,8 00 .00 USO 0.00 USO 13,800.00 ANNUAL PAYMENT 8 70033 WALL MOUNT BRACKET, ASSY, USO 35.00 USO 280 .00 USD 0.00 USO 280.00 EVIDENCE.COM DOCK Page I of5 QTY ITEM# DESCRI PTION U IT T OTAL BEFORE DISCO UNT ($) NET TOTAL PRICE DI SCO UN T 8 11537 DOCK, FLEX 2, 6-BA Y + CORE USO USO 11,960.00 USD0.00 USO 11 ,960 .00 1,495 .00 8 80110 5 YEAR TASER ASSURANCE PLAN AXON USD0.00 USO 0 .00 USD0.00 USD0.00 SIX BAY+ HUB DOCK 2 8 87026 TASER ASSURANCE PLAN DOCK 2 USO 216.00 USO 1,728.00 USD0.00 USO 1,728 .00 ANNUAL PAYMENT I 89101 PROFESSIONAL EVIDENCE.COM USD468.00 USO 468.00 USO 0.00 USD468.00 LICENSE: YEAR I PAYMENT 30 85110 EVIDENCE .COM INCLUDED STORAGE USO 0 .00 USO 0.00 USD0.00 USD0.00 50 87101 BASIC EVIDENCE.COM LICENSE: YEAR I USO 180 .00 US D 9,000 .00 USD0.00 USO 9,000 .00 PAYMENT 500 85110 EVIDENCE .COM INCLUDED STORAGE USO 0 .00 US O 0 .00 USD0.00 USO 0.00 5,000 85035 EVIDENCE.COM STORAGE USO 0 .75 USD 3 ,750 .00 USD0 .00 USO 3,750.00 2 11536 DOCK, FLEX 2, I-BAY+ CORE USD249.00 USD498.00 USD0.00 USD498.00 2 80113 5 YEAR TASER ASSURANCE PLAN AXON USO 0 .00 USO 0 .00 USD0.00 USD0.00 SINGLE BAY+ HUB DOCK 2 2 85079 T ASER ASSURANCE PLAN DOCK USO 36 .00 USO 72 .00 USO 0 .00 USO 72 .00 ANNUAL PAYMENT I 85144 AXON STARTER USO USO 2,500 .00 USO 2,500 .00 USO 0 .00 2,500 .00 Year 1 -Hardwar e and Evidence.com-Due Net 30 Total Before Di scounts : USO 74,006.00 Yea r 1 - H a rdwa r e and Evidence.com-Du e Net 30 Di sco unt: USD 32,450.00 Yea r 1 - H a rdwa r e a nd Evid ence.com-Due Ne t 30 Net A mount Du e: USD 4 1,556 .00 Spares QTY ITEM# DESCR I PTION UN IT T O T AL BEFORE DI SCOUN T ($) NET TOTAL PRICE DI SCO UN T 2 I 1528 FLEX 2 CAMERA, (ONLINE) USO 0 .00 USO 0 .00 USO 0 .00 USO 0.00 2 I 1533 CABLE, COILED, STRAIGHT TO RIGHT USD 0 .00 USO 0.00 USO 0 .00 USO 0.00 ANGLE, 48", FLEX 2 2 I 1509 BELT CLIP, RAPIDLOCK USO 0 .00 USO 0 .00 USO 0.00 USO 0.00 2 I 1534 USB SYNC CABLE, FLEX 2 USO 0.00 USO 0 .00 USO 0.00 USO 0 .00 2 I 1545 COLLAR MOUNT, FLEX 2 USO 0 .00 USO 0 .00 USO 0 .00 USO 0 .00 2 I 1548 UNIVERSAL HELMET MOUNT, FLEX 2 USO 0.00 USO 0 .00 USO 0.00 USO 0.00 2 I 1532 FLEX 2 CONTROLLER USO 0.00 USD0.00 USD0.00 USD 0.00 2 80106 5 YEAR TASER ASSURANCE PLAN AXON USD0.00 USO 0.00 USO 0.00 USO 0 .00 FLEX 2 CAMERA 2 801 15 5 YEAR TASER ASSURANCE PLAN AXON USD0.00 USO 0 .00 USO 0 .00 USD0.00 FLEX 2 CONTROLLER S p a r es Total Before Di scounts: USD 0.00 S p a r es Ne t A mount Due: USO 0.00 Year 2 -Evidence.com QTY ITEM# DESCRIPTION UN IT TOTAL BEFORE DI SCO UN T ($) ET T OTAL PRICE DISCOUN T I 89201 PROFESSIONAL EVID ENCE.COM USD468 .00 USD468.00 USO 0.00 USD468.00 LICENSE: YEAR 2 PAYMENT 30 85110 EVJDENCE .COM INCLUDED STORAGE USO 0.00 USO 0.00 USD0.00 USO 0.00 Page 2 of5 QTY ITEM# DESCRIPTION UNIT TOTAL BEF ORE DISCOU T(S) NET TOTAL PRICE DISCOUNT 50 87201 BASIC EVIDENCE.COM LICENSE : YEAR 2 USO 180.00 USO 9,000.00 USO 0 .00 USO 9,000.00 PAYMENT 500 85110 EVIDENCE.COM INCLUDED STORAGE USO 0 .00 USO 0.00 USO 0.00 USO 0.00 5,000 85035 EVIDENCE.COM STORAGE USO 0 .75 USO 3,750 .00 USO 0.00 USO 3,750.00 2 85079 TASER ASSURANCE PLAN DO C K USO 36.00 USO 72.00 USO 0 .00 USO 72.00 ANNUAL PAYMENT 8 87026 TASER ASSURANCE PLAN DOCK 2 USO 216.00 USO 1,728 .00 USD0 .00 USO 1,728.00 ANNUAL PAYMENT 50 85054 TASER ASSURANCE PLAN AXON FLEX USO 276.00 USO 13 ,800.00 USO 0.00 USO 13 ,8 00 .00 ANNUAL PAYMENT Year 2 -Evi d ence.com Total Before Discounts: USO 28,818.00 Yea r 2 -Evidence.com Net Amount Du e: USO 28 ,8 18.00 Year 3 -Evidence .com QTY ITEM# DESCRIPTIO U IT TOTAL BEFORE DI SCOUNT ($) NET TOTAL PRICE DISCOUNT I 8930 1 PROFESSIONAL EVIDENCE.COM USO 468 .00 USD468.00 USO 0.00 USD468.00 LICENSE: YEAR 3 PAYMENT 30 85110 EVIDENCE.COM INCLUDED STORAGE USO 0 .00 USO 0.00 USO 0 .00 USO 0.00 50 8730 1 BASIC EVIDENCE.COM LICENSE: YEAR 3 USO 180.00 USO 9,000 .00 USO 0 .00 USO 9,000.00 PAYMENT 500 851 10 EVIDENCE .COM INCLUDED STORAGE USO 0 .00 USO 0.00 USO 0 .00 USO 0.00 5,000 85035 EVIDENCE .COM STORAGE USD0.75 USO 3,750 .00 USO 0.00 USO 3,750.00 2 85079 TASER ASSURANCE PLAN DOCK USO 36.00 USO 72 .00 USO 0 .00 USO 72 .00 ANNUAL PAYMENT 8 87026 TASER ASSURANCE PLAN DOCK 2 USO 216 .00 USO 1,728 .00 USO 0 .00 USO 1,728 .00 ANNUAL PAYMENT 50 85054 TASER ASSURANCE PLAN AXON FLEX USO 276 .00 USO 13 ,800 .00 USO 0 .00 USO 13 ,800 .00 ANNUAL PAYMENT Year 3 -Evid enc e.com Total Before Discounts : USO 28 ,8 18 .00 Year 3 -Evidence.co m Net A mount Due: USO 28,818.00 Year 4 -Evidence.com QTY ITEM# DESCRIPTION UNIT TOTAL BEFORE DISCOUNT ($) NET TOTAL PRICE DISCOUNT I 89401 PROFESSIONAL EVIDENCE.COM USO 468.00 USD468 .00 USO 0 .00 USO 468 .00 LICENSE: YEAR 4 PAYMENT 30 85110 EVIDENCE .COM INCLUDED STORAGE USD0.00 USO 0 .00 USD0.00 USO 0 .00 50 87401 BASIC EVIDENCE.COM LICENSE: YEAR 4 USO 180.00 USO 9,000.00 USD0 .00 USO 9,000.00 PAYMENT 500 85 110 EVIDENCE .COM INCLUDED STORAGE USO 0.00 USO 0.00 USO 0 .00 USD0.00 5,000 85035 EVIDENCE.COM STORAGE USO 0.75 USO 3,750.00 USO 0.00 USO 3,750 .00 2 85079 TASER ASSURANCE PLAN DOCK USO 36.00 USO 72 .00 USO 0.00 USO 72 .00 ANNUAL PAYMENT 8 87026 TASER ASSURANCE PLAN DOCK 2 USD216.00 USO 1,728 .00 USO 0.00 USO 1,728 .00 ANNUAL PAYMENT Page 3 of5 QTY ITEM# DES CRIPTION UNIT T OTAL BEFORE DI SCO U T ($) ET T OTAL PRICE DISCOUNT 50 85054 TASER ASSURANCE PLAN AXON FLEX USO 276.00 US O 13,800.00 USO 0.00 USO 13 ,800 .00 ANNUAL PAYMENT Year 4 - E vid enc e.com Tota l Before Di scounts : USO 28 ,8 18.00 Year 4 -Evidence.com Ne t Amount Du e: USO 28 ,8 18.00 Year 5 -Evidence.com QTY ITEM# DESCRIPTION U IT T O TAL BEFORE DISCO UNT ($) NET T OTAL PRICE DI SCOU T I 89501 PROFESSIONAL EVIDENCE .COM USD468 .00 USD468.00 USD0.00 USD468.00 LICENSE : YEAR 5 PAYMENT 30 85110 EVIDENCE .COM INCLUDED STORAGE USO 0.00 USO 0.00 USO 0.00 USD0.00 50 8750 1 BASIC EVIDENCE .COM LICENSE : YEAR 5 US O 180.00 US O 9,000.00 US O 0.00 USO 9,000 .00 PAYMENT 500 85110 EVIDENCE.COM INCLUDED STORAGE USO 0.00 USO 0 .00 USD0.00 USD0.00 5,000 85035 EVIDENCE .COM STORAGE USD0.75 USO 3,750.00 USD0.00 USO 3,750 .00 2 85079 TASER ASSURANCE PLAN DOCK USO 36 .00 USO 72 .00 USO 0.00 USO 72 .00 ANNUAL PAYMENT 8 87026 TASER ASSURANCE PLAN DOCK 2 USO 216.00 USO 1,728 .00 USO 0.00 USO 1,728 .00 ANNUAL PAYMENT 50 85054 TASER ASSURANCE PLAN AXON FLEX USD276.00 USO 13,800.00 USO 0.00 USO 13 ,800 .00 ANNUAL PAYMENT Year 5 -E vidence.com Total Before Di scounts : USO 28 ,8 18.00 Ye ar 5 -Evid ence.com Ne t Amount Du e: USO 28,8 18.00 S ubt ota l USO 156 ,828 .00 Estimated S hippin g & H a ndling Cost USO 165.59 t--------1 G r a nd Tota l USO 156,993.59 Page 4 of5 Complimentary Evidence.com T ier Upgrade Throu gh September 2016 This quote contains a purchase of either the Basic or Standard Evidence.com license. You will temporarily receive the features available with the Professional license for the Basic and Standard licenses purchased until September 2016. This is a free upgrade to your account so you can enjoy all the benefits of our most feature rich license tier. In September 2016 you will be prompted to select which users you would like to assign to each tier. This will have no impact on uploaded data. F lex 2 Pre-Order s Flex 2 deliveries are estimated to begin December 2016. Your Axon representative will contact you to provide a delivery window early December 2016. This device has not been authorized as required by the rules of the Federal Communications Commission. The sale of this device is therefore subject and conditional to the approval of the Federal Communications Commission. The device will comply with the appropriate rules upon sale and before delivery or distribution of the device . This quote was executed using the "TX Buy Board 500-15" cooperative contract. T A SE R International, Inc.'s Sales Terms and Conditions for Direct Sal es to E nd User Purchasers By signing this Quote, you are entering into a contract and you certify that you have re ad and agree to the provisions set forth in this Quote and TASER's Master Services and Purchasing Agreement posted at www taser.com/legal. You represent that you are lawfully able to ente r into contracts and if you are entering into this agreement for an entity, such as the company, municipality, or government agency you work fo r, you represent to TASER that you have legal authority to bind that entity. If you do not have this authority, do not sign this Quote. Sign ature: Date: Na m e (Print): Titl e: PO# (if n ee d ed): Quote: Q-91181-5 Please sign and email to Paul Strozier at pstrozie r@ taser.com or fax to THANK YOU FOR YOUR BUSINESS! 'Protect Life' and © are trademarks ofTASER International, Inc., and TASER® is a registered trademark ofTASER International, Inc., registered in the U.S. 0 2013 T ASER International , Inc. All rights reserved. Page 5 of5 ©TA.SER 17800 N. 85th St., Scottsdale , Arizona 85255 * 480-991 -0797 *Fax 480-991 -0791 * www.taser.com November 30 , 2016 To: United States federal, state, local and municipal law enforcement agencies Re: Sole Source Letter for TASER International, lnc.'s Axon brand products and Evidence.com Data Management Solutions 1 A sole source justification exists because the following goods and services required to satisfy the agency 's needs are only manufactured and available for purchase from TASER International. TASER Digital Evidence Solution Description Axon Flex 2 Video Camera (DVR) • Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 0 .1 lux • Audio tones to alert user of usage • Low SD, high SD , low HD , and high HD resolution (customizable by the agency) • Up to 120-second buffering period to record footage before pressing record button • Multiple mounting options using magnetic attachment: head , collar, shoulder , helmet, ball cap , car dash , and Oakley sunglass mounts available • 120-degree diagonal field of view camera lens . 102-degree horizontal field of view, and 55-degree vert ical field of view Axon Flex 2 Controller • 12+ hours of battery operation per shift (even in recording mode) • LED lights to show current battery level and operating mode • Haptic notification available • Tactical beveled button design for use in pocket • Compatible with Axon Signal technology Axon Body 2 Video Camera • Video playback on mobile devices in the field via Bluetooth pairing • Retina Low Light capability sensitive to less than 1 lux • Audio tones and haptic (vibration) notification to alert user of usage • Audio mute during event option • Wi-Fi capability • High , medium , and low quality recording available (customizable by the agency) • Up to two-minute buffering period to record footage before pressing record button • Mult iple mounting options using holster attachment: shirt, vest , belt , and dash mounts available • 12+ hours of battery operation per shift (even in recording mode) • LED lights to show current battery level and operating mode • 143-degree lens • Includes Axon Signal technology Axon Fleet Camera • In-car camera with the technological advantages of the Axon Body 2 camera • Flexible mount that enables pointing the camera in multiple directions • Automatic transition from BUFFERING to EVENT mode in an emergency vehicle equipped with the 1 TASER is also the sole developer and offeror of the Ev idence .com data management services. Ev idence.com is both a div is ion ofTASER and a data management product solut ion offered by TASER . Evidence.com is not a separate corporate entity . "'iAXON Axon Signal Unit Axon Signal Unit (ASU) • Commun ications device that can be installed in emergency vehicles . • With emergency vehicle light bar activation , or other activation triggers, the Axon Signal Unit sends a signal. Upon processing the signal , an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode . Axon Signal Performance Power Magazine (SPPM) • Battery pack for the X2 and X26P conducted electrical weapons • Shifting the safety switch from the down (SAFE) to the up (ARMED) positions sends a signal from the SPPM. Upon processing the signal, an Axon system equipped with Axon Signal technology transitions from the BUFFERING to EVENT mode . Axon Interview Solution • High-definition cameras and microphones for interview rooms • Covert or overt camera installations • Touch-screen user interface • Motion-based activation • Up to seven-minute pre-and post-event buffering period • Full hardware and software integration • Upload to Evidence .com services • Interview room files can be managed under the same case umbrella as files from Axon on-officer cameras and Axon Fleet cameras ; i.e ., Axon video of an arrest and interview room video are managed as part of the same case in Evidence .com • Dual integration of on-officer camera and interview room camera with Evidence .com digital evidence solution Axon Signal Technology • Sends a broadcast of status that compatible devices recognize when certain status changes are detected Only compatible with T ASER and Axon products Axon Dock • Automated docking station uploads to Evidence.com services through Internet connection • No computer necessary for secure upload to Evidence .com • Charges and uploads simultaneously Evidence.com Data Management System • Software as a Service (SaaS) delivery model that allows agencies to manage and share digital evidence without local storage infrastructure or software needed • Saas model reduces security and adm inistration by local IT staff: no local installation required • Automatic , timely security upgrades and enhancements deployed to application without the need for any local IT staff involvement • Securely share digital evidence with other agencies or prosecutors without creating copies or requiring the data to leave your agency's domain of control • Controlled access to evidence based on pre-defined roles and permissions and pre-defined individuals • Password authenticat ion includes customizable security parameters : customizable password complexity , IP-based access restrictions, and multi-factor authentication support • Automated category-based evidence retention policies assists with efficient database management • Ab i lity to recover deleted evidence w ith in seven days of deletion • Stores and supports all major dig ital file types : .mpeg , .doc, .pdf, .jpeg , etc. • Requires NO proprietary file formats • Ability to upload files d irectly from the computer to Evidence.com via an Internet browser TASER International , Inc. Axon Sole Source Letter Revised November 30 , 2016 Page 2 • Data Security: Robust Transport Layer Security (TLS) implementation for data in transit and 256-bit AES encryption for data in storage • Security Testing : Independent security firms perform in-depth security and penetration testing • Reliability : Fault-and disaster-tolerant infrastructure in at least four redundant data centers in both the East and West regions of the United States • Chain-of-Custody : Audit logs automatically track all system and user activity . These logs cannot be edited or deleted , even by account administrators and IT staff • Protection: With no on-site application, critical evidence stored in Evidence .com is protected from local malware that may penetrate agency infrastructure • Stability : TASER International is a publicly traded company with stable finances and funding, reducing concerns of loss of application support or commercial viability • Application and data protected by a CJIS and ISO 27001 compliant information security program • Dedicated information security department that protects Evidence .com and data with security monitoring , centralized event log analysis and correlation , advanced threat and intrusion protection , and incident response capabilities • Redact videos easily within the system , create tags , markers and clips , search seven fields in addition to five category-based fields , create cases for multiple evidence files Evidence.com for Prosecutors • All the benefits of the standard Evidence .com services • Ability to share information during the discovery process • Standard licenses available for free to prosecutors working with agencies already using Evidence.com services • Unlimited storage for data collected by Axon cameras and Axon Capture Axon Capture Application • Free app for IOS and Android mobile devices • Allows users to capture videos , audio recordings, and photos and upload these files to their Evidence .com account from the field • Allows adding metadata to these files, such as : Category, Title , Case ID, and GPS data Axon Convert Application {Formerly Amped DVRConv) • Video file format converter. • Allows users to convert unplayable video file formats (e .g ., proprietary CCTV) into playable file formats that can later be exported to Evidence .com • Maintains original video file, produces an output file , and generates a report documenting the conversion process. Axon Detect {Formerly Amped Authenticate) • Photo analysis software for forens ic image authentication and tamper identification • Several tools are available to determine whether an image can be trusted and thus accepted as evidence and verify if a photo has been taken from a specific device Axon Five {Formerly Amped FIVE) • Image and video enhancement software . • Users can analyze crime scene photos , enhance surveillance and bodyworn video with a workflow compatible with forensic needs and constraints • Meets evidence code in all 50 states as well as US Federal and Canada Axon View Application • Free app for IOS and Android mobile devices • Allows user to view the camera feed from a paired Axon Body or Axon Flex camera in real-time • Allows for playback of videos stored on a paired Axon Body or Axon Flex system • Allows adding meta-data to videos , such as : Category , Title, Case ID , and GPS data TASER International, Inc. Axon Sole Source Letter Revised November 30, 2016 Page 3 TASER Professional Services • Dedicated implementation team • Project management and deployment best practices aid • Training and train-the-trainer sessions • Integration services with other systems TASER Customer Support • Online and email-based support available 24/7 • Human phone-based support available Monday-Friday 7 :00 AM-5:00 PM MST; support is located in Scottsdale , AZ, USA • Library of webinars available 24/7 • Remote-location troubleshooting ~ AXON TASER Axon Brand Model Numbers 1. Axon Flex 2 Cameras : • Axon Flex 2 Camera (online) Model : 11528 • Axon Flex 2 Camera (offiine) Model : 11529 2 . Axon Flex 2 Controller Model : 11532 3. Axon Flex 2 USB Sync Cable Model : 11534 4 . Axon Flex 2 Coiled Cable , Straight to Right Angle, 48" (1 .2 m) 5. Axon Flex 2 Camera Mounts : • Oakley Flak Jacket Kit Model: 11544 • Collar Mount Model : 11545 • Oakley Clip Model: 11554 • Epaulette Mount Model: 11546 • Ballcap Mount Model : 11547 • Ballistic Vest Mount Model : 11555 6 . Universal Helmet Mount Model : 11548 7 . Axon Body 2 Camera Model : 74001 8 . Axon Flex 2 Controller and Axon Body 2 Camera Mounts : • Z-Bracket, Men's , Axon RapidLock Model : 74018 • Z-Bracket, Women's Axon RapidLock Model : 74019 • Magnet, Flexible, Axon RapidLock Model : 74020 • Magnet, Outerwear, Axon RapidLock Model : 74021 • Small Pocket, 4" (10.1 cm), Axon RapidLock Model: 74022 • Large Pocket, 6" (15 .2 cm), Axon RapidLock Model : 74023 • MOLLE Mount, Single, Axon RapidLock Model : 11507 • MOLLE Mount, Double, Axon RapidLock Model : 11508 • Belt Clip Mount, Axon RapidLock Model : 11509 9 . Axon Fleet Camera Model: 74001 10. Axon Signal Unit Model : 70112 TASER International , Inc. Axon Sole Source Letter Revised November 30 , 2016 Page 4 11. Axon Dock Models : • Axon Dock -Individual Bay and Core for Axon Flex 2 • Axon Dock -6-Bay and Core for Axon Flex 2 • Individual Bay for Axon Flex 2 Model : 11538 • Core (compatible with all Individual Bays and 6-Bays) Model : 70027 • Wall Mount Bracket Assembly for Axon Dock : 70033 • Axon Dock -Individual Bay and Core for Axon Body 2 and Axon Fleet Model 74009 • Axon Dock -6-Bay and Core for Axon Body 2 and Axon Fleet Model 74008 • Individual Bay for Axon Body 2 and Axon Fleet Model : 74011 12. Axon Signal Performance Power Magazine (SPPM) Model : 70116 TASER Product Packages 1. Officer Safety Plan : includes a CEW, Axon camera and Dock upgrade , and Evidence .com license and storage . See your Sales Representative for further details and Model numbers . 2 . T ASER Assurance Plan (TAP): Hardware extended coverage , Spare Products (for Axon cameras), and Upgrade Models , for the Axon Flex camera and controller, Axon Body camera , and Axon Dock . (The TAP is available only through TASER International, Inc .) SOLE AUTHORIZED DISTRIBUTOR FOR SOLE AUTHORIZED REPAIR FACILITY FOR AXON BRAND PRODUCTS AXON BRAND PRODUCTS TASER International, Inc. TASER International, Inc. 17800 N. 85 1h Street, Scottsdale, AZ 85255 17800 N. 85 1h Street, Scottsdale, AZ 85255 Phone: 480-905-2000 or 800-978-2737 Phone: 480-905-2000 or 800-978-2737 Fax: 480-991-0791 Fax: 480-991-0791 Please contact your local TASER sales representative or call us at 1-800-978-2737 with any questions. Sincerely , ~~ Josh Isner Executive Vice President, North American Sales TASER International , Inc. Android is a trademark of Google , Inc., Bluetooth is a trademark of the Bluetooth SIG , Flak Jacket is a trademark of Oakley, Inc, iPod Touch is a trademark of Apple Inc, IOS is a trademark of Cisco , Shoei is a trademark of Shoei Co ., Ltd ., VELCRO is a trademark of Velcro Industries , B.V ., and Wi-Fi is a trademark of the Wi-Fi Alliance . ~. ~ AXON , Axon , Axon Body 2 , Axon Capture , Axon Dock , Axon Fleet , Axon Flex 2 , Axon Interview , Axon Rapid Lock , Axon Signal , Axon View , Evidence .com , X2 , X26P , TASER , and (f) are trademarks ofTASER International , Inc., some of which are reg istered in the US and other countries. For more information, vis it www .taser .com/l egal . All rights reserved .© 2016 TASER International , Inc. TASER Internat ion al, Inc. Axon Sole Source Lette r Re vised November 30 , 2016 Page 5 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3101 File ID: Type: Status: 2016-3101 Agenda Item Passed 1Version: Reference: In Control: Engineering 12/05/2016File Created: 12/13/2016Final Action: Burns Street CO#3File Name: Title: Consider approval of Change Order #3 to the RKM Utilities, Inc. contract; in the amount of $169,075.00 for construction of the “slip street” design for the Burns Street project, as part of the Old Town improvement project; and authorizing the City Manager to sign any necessary documents. Notes: Agenda Date: 12/13/2016 Agenda Number: 18. Sponsors: Enactment Date: Burns CO 3 Memo.pdf, Burns CO 3 Proposal .pdf, Burns CO 3 Cost Breakout.pdf, Burns CO 3.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 PassApproved12/13/2016City Council Presentation: Ken Griffin, Director of Engineering, made a presentation to the City Council. A motion was made by Mayor Pro Tem Wes Mays, seconded by Councilmember Mark Hill, that this Agenda Item be approved. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3101 Title Consider approval of Change Order #3 to the RKM Utilities, Inc. contract; in the amount of $169,075.00 for construction of the “slip street” design for the Burns Street project, as part of the Old Town improvement project; and authorizing the City Manager to sign any necessary documents. Summary Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3101) Fiscal Impact: Funds are available in the ¼% sales tax for Infrastructure Maintenance for this change order. Staff Recommendation: The Engineering Department recommends approval. Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Ken Griffin, P.E., Director of Engineering and Public Works Date: December 13, 2016 Reference: Reconstruction of Burns Street- Change Order #3 2030: Sustainable City Government, Goal 3 Excellent and Well-maintained City Infrastructure and Facilities General Information: • The original bid amount was $944,135.00 plus $45,000.00 incentive for a total award of $989,135.00 from the ¼ cent sales tax fund. • The contractor originally bid 180 calendar days for completion of construction. • Change Order #1 added cost of $255,765.00 for on-street parking and increased the project total to $1,199,900.00. • Change Order #1 added 40 days, extending total time to 220 days. • Change Order #2 was a zero sum change order that added 4 days of time to compensate for an Atmos gas line conflict, extending the total time to 224 days. Introduction: This agenda item is being presented for approval of Change Order #3 with RKM Utility Services, Inc., for revisions to Burns Street in the amount of $169,075.00 and adding 25 days to the project timeline. Analysis: City Council awarded Burns Street Reconstruction to RKM Utility Services, Inc. at the May 24, 2016 City Council Meeting. The original project was to remove and replace the existing street. Change Order #2 was approved by City Council on September 27, 2016 for the addition of on-street nose in parking along portions of Burns Street, Hammond Street and Travis Street. The original total award was for $989,135.00 from the ¼ cent sales tax fund. Previous post-bid design changes modified the project to promote the future economic development of the Old Town area by adding nose in parking design that is prevalent throughout the other Old Town streetscapes. Currently, the awarded project cost is $1,199,900.00 and the construction time is 224 days. 2 Proposed Change Order #3 includes adding the “slip street”, additional nose in parking and sidewalk along the future residential portion on the north side of Burns Street at South Coppell Road, as well as repairing a damaged portion of the existing sewer line north of the intersection of Burns Street and South Coppell Road adjacent to the project. Proposed Change Order #3 to Burns Street would add 25 calendar days to the project, extending the total time to 249 days. The total cost of proposed Change Order #3 is $169,075.00. Approval would bring the total project cost to $1,368,975.00. However, the City will be reimbursed a portion of Change Order #3 by the developer of the proposed adjacent residential site. Per the attached breakout, the Developer will reimburse the City of Coppell $113,375.00. This leaves the City’s portion at $55,700.00. The City’s portion covers the cost of the additional parking, sidewalk and the sewer repair. Burns Street reconstruction is more than 25% complete. With approval of Change Order #3, city staff will incorporate the “slip street” and corresponding work into the schedule. Legal Review: This Change Order did not require legal review. Fiscal Impact: The fiscal impact of this Agenda item (CO #3) is $169,075.00 from the ¼ Sales Tax Fund. After reimbursement of $113,375.00 from the Developer, the fiscal impact to the City will be reduced to $55,700.00 Recommendation: The Engineering Department recommends approval of Change Order #3 in an amount of $169,075.00 to RKM Utility Services, Inc. Burns Street Change Order #3 Total Developer City Item #Total Quantity Unit Description Unit Price Cost Cost Cost 106 2455 SY Sawcut, Remove and Dispose Existing Concrete 10.00 24,550.00 23,050.00 1,500.00 107 1375 SY 9" Reinforced Concrete w/ 6" Integral Curb 55.00 75,625.00 43,725.00 31,900.00 109 320 SY 4" Reinforced Sidewalk 36.00 11,520.00 0.00 11,520.00 128 1 EA 1" Water Meter and Service 1,000.00 1,000.00 0.00 1,000.00 138 4 EA Barrier Free Ramp (6' Sidewalk)1,500.00 6,000.00 6,000.00 0.00 142 160 LF 4" Schedule 40 PVC Irrigation Sleeves 12.00 1,920.00 0.00 1,920.00 145 60 SY Stamped Concrete 105.00 6,300.00 6,300.00 0.00 146 435 SY Remove and Reset Landscaping 6.00 2,610.00 0.00 2,610.00 149 500 LF Parking Stripes 1.50 750.00 0.00 750.00 150 12 EA 3/4" Future Water Service (1" Line, Meter Box)1,200.00 14,400.00 14,400.00 0.00 151 1 EA 1" Future Water Service (1" Line, Meter Box)1,300.00 1,300.00 1,300.00 0.00 152 1 LS Repair Existing Sanitary Sewer Line 4,500.00 4,500.00 0.00 4,500.00 153 1 EA Install 5' Inlet (Slip Street)4,500.00 4,500.00 4,500.00 0.00 154 2 EA Connect to Curb Inlet 750.00 1,500.00 1,500.00 0.00 155 25 LF Install 18" RCP 75.00 1,875.00 1,875.00 0.00 156 375 LF Remove Existing RCP Line 25.00 9,375.00 9,375.00 0.00 157 3 EA Remove Existing Area Drain 450.00 1,350.00 1,350.00 0.00 113,375.00 55,700.00 Developer City Cost Cost Notes: Item #106 split 150 SY for City to cover drive approaches from asphalt parking lot to Burns Item #107 split 580 SY for City to cover parking spaces on north side of slip street Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3119 File ID: Type: Status: 2016-3119 Agenda Item Passed 1Version: Reference: In Control: City Secretary 12/09/2016File Created: 12/13/2016Final Action: Knight SecurityFile Name: Title: Consider approval to enter into an agreement with Knight Security to provide and install Security Cameras and Video Management Software for City facilities, through HGAC 1466 contract # SEO5-15 and GSA contract #GS35G427CA, in the amount of $516,512.79, as budgeted; and authorizing the City Manager to sign any necessary agreements upon completion. Notes: Agenda Date: 12/13/2016 Agenda Number: 19. Sponsors: Enactment Date: Knight Council Memo - File ID 3090 - Dec 13 Council.pdf, City of Coppell City-Wide Video Surveillance Package 12-5-16_rev.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 PassApproved12/13/2016City Council Presentation: Albert Gauthier, CIO, made a presentation to the City Council. A motion was made by Councilmember Marvin Franklin, seconded by Mayor Pro Tem Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Action Text: Councilmember Cliff Long, Mayor Pro Tem Wes Mays, Councilmember Gary Roden, Councilmember Marvin Franklin, Councilmember Mark Hill, and Councilmember Nancy Yingling 6Aye: Text of Legislative File 2016-3119 Title Consider approval to enter into an agreement with Knight Security to provide and install Security Cameras and Video Management Software for City facilities, through HGAC 1466 contract # SEO5-15 and GSA contract #GS35G427CA, in the amount of $516,512.79, as Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3119) budgeted; and authorizing the City Manager to sign any necessary agreements upon completion. Summary Knight Security will be providing the installation of the VMS, 175 new cameras, migrating the existing 133 cameras into the system, providing the engineering services for the integrations, and will also provide monitoring and maintenance services for the next 5 years. Fiscal Impact: The fiscal impact of this Agenda item is for hardware, software, installation, and services for a total of $516,512.79. These funds have been budgeted in Combined Services and as a part of General Fund Designated Fund Balance. Staff Recommendation: Staff Recommends approval Goal Icon: Sustainable City Government Page 2City of Coppell, Texas Printed on 12/27/2016 1 MEMORANDUM To: Mayor and City Council From: Albert Gauthier, Chief Information Officer Date: December 8, 2016 Reference: Video Management System and Security Cameras 2030: Sustainable City Government Introduction: As part of the Information Systems Strategic Plan we identified the need to have an enterprise class video management software, as well as, additional cameras to support the demands of each of the city facilities. Analysis: We began the process to replace our existing system by hiring Knight Security to provide an assessment of our system and an inventory of the cameras in our fleet. The results of the assessment revealed that the system we are currently using is at its end of life and that the inventory of cameras included a wide range of models and vintages. Their assessment provided recommendations to replace the existing Video Management System (VMS) with an enterprise class application as well as the addition of 175 new cameras. These recommendations are based off best practices in the security industry. The new system will integrate with Active Directory and with our existing access control system (S2). Knight Security will be providing the installation of the VMS, 175 new cameras, migrating the existing 133 cameras into the system, providing the engineering services for the integrations, and will also provide monitoring and maintenance services for the next 5 years. Legal Review: Agenda item was sent to legal on 12/08/16. Fiscal Impact: The fiscal impact of this Agenda item is for hardware, software, installation, and services for a total of $516,512.79. 2 Recommendation: The Information Systems Department recommends approval. KNIGHTSECURITY.COM AUSTIN – DALLAS – HOUSTON (800) 642-1632 | Client Support: (877) 590-7990 | Fire License: ACR-1750889 | Security License: B-03566 Site Name Base Proposal Base Total IDIS Proposal IDIS Proposal Total SecurePlan 5yr Administration Bldg (Admin) 18829 $6,105.89 18860 $2,440.80 $1,560.44 Andrew Brown East 18830 $29,009.33 18862 $12,807.90 $5,284.49 Andrew Brown West 18831 $27,422.69 18866 $12,458.70 $5,195.78 Animal Shelter 18832 $2,775.10 18868 $610.20 $685.07 Aquatics & Rec Center 18833 $18,345.96 18870 $2,440.80 $6,636.83 Bio Diversity Center 18834 $3,021.06 Migration of existing cameras into Milestone $1,541.09 Center for Arts 18835 $4,720.07 18871 $2,440.80 $924.11 Town Center (IT Department) 18836 $58,747.29 18872 $7,872.30 $14,080.13 Cozby Pubilc Library 18837 $8,121.71 Migration of existing cameras into Milestone $3,525.71 Criminal Justice Center 18838 $25,485.24 18875 $3,545.10 $7,954.42 Fire Station 1 18839 $8,658.93 18876 $3,661.20 $1,903.00 Fire Station 2 18840 $8,022.64 18877 $3,661.20 $1,386.16 Fire Station 3 18841 $14,030.91 18878 $6,102.00 $2,310.26 Restland Chapel 18842 $7,730.38 18879 $3,051.00 $1,167.41 Senior & Community Center 18843 $8,652.81 18880 $610.20 $3,467.08 Service Center 18844 $27,446.95 18881 $10,931.40 $5,788.61 Tennis Center 18845 $3,570.09 18882 $1,220.40 $1,553.83 Wagon Wheel Park 18846 $1,821.93 Migration of existing cameras into Milestone $770.55 Wagon Wheel Pavilion 18847 $5,304.17 18883 $2,440.80 $924.17 Water Pump Station Village 18848 $12,341.00 18884 $4,690.69 $1,995.28 Water Tower 1 18849 $7,187.46 18885 $2,260.80 $687.63 Water Tower 2 18850 $8,491.97 18886 $3,391.20 $1,190.83 Farmers Market 18851 $11,431.14 18887 $5,817.60 $2,045.81 Life Safety Park 18852 $25,544.11 18891 $12,873.60 $4,616.58 SubTotal $333,988.83 $105,328.69 City Wide Total = $439,317.52 SLA Total = $77,195.27 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3109 File ID: Type: Status: 2016-3109 Agenda Item Mayor and Council Reports 1Version: Reference: In Control: City Secretary 12/06/2016File Created: Final Action: Mayor and Council ReportsFile Name: Title: A.Report by Mayor Hunt regarding the Metroplex Mayors’ Meeting. B.Report by Councilmember Yingling regarding the NCTCOG Emergency Preparedness Planning Council and the Big X exercise. C.Report by Councilmember Yingling regarding the November National League of Cities - Cities Summit Conference in Pittsburg focusing on the Community and Economic Development Committee. D.Report by Mayor Hunt regarding the Holiday Tree Lighting Event. Notes: Agenda Date: 12/13/2016 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 12/13/2016City Council A. Mayor Hunt attended the Metroplex Mayors' Meeting where Richard Benson, President of UT Dallas, was the guest speaker. Approximately 75 freshmen from Coppell attend UTD this year. B. Councilmember Yingling gave a report on the Big X Exercise and had a video available for the audience. C. Councilmember Yingling will report on her National League of Cities Conference next meeting. D. Mayor Hunt reported on the Holiday Tree Lighting Event. As a result of the weather, the parade was canceled. However, many citizens still attended the tree lighting and holiday events held inside Town Center. Action Text: Text of Legislative File 2016-3109 Title A.Report by Mayor Hunt regarding the Metroplex Mayors’ Meeting. Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3109) B.Report by Councilmember Yingling regarding the NCTCOG Emergency Preparedness Planning Council and the Big X exercise. C.Report by Councilmember Yingling regarding the November National League of Cities - Cities Summit Conference in Pittsburg focusing on the Community and Economic Development Committee. D.Report by Mayor Hunt regarding the Holiday Tree Lighting Event. 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 12/27/2016 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3110 File ID: Type: Status: 2016-3110 Agenda Item Council Committee Reports 1Version: Reference: In Control: City Secretary 12/06/2016File Created: Final Action: Council Committee ReportsFile Name: Title: A.North Central Council of Governments - Mayor Pro Tem Mays B.North Texas Commission - Councilmembers Franklin and Yingling C.Historical Society - Councilmember Long Notes: Agenda Date: 12/13/2016 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 12/13/2016City Council A. Mayor Pro Tem Mays announced that NCTCOG is celebrating their 50th anniversary. With over 84 different committees to choose from, the organization has grown and contributed greatly to the region. B. Councilmember Yingling reminded everyone that Leadership North Texas University applications will close on December 16th. Sponsorships are still available and classes begin January 19th. C. Councilmember Long reported that the Historical Society held its annual Christmas Party last Saturday. A sold out, book signing was held by former Mayor, Lou Duggan, and Jean Murph. Proceeds benefitted the Historical Society. Action Text: Text of Legislative File 2016-3110 Title A.North Central Council of Governments - Mayor Pro Tem Mays B.North Texas Commission - Councilmembers Franklin and Yingling C.Historical Society - Councilmember Long Summary Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3110) 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 12/27/2016 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3117 File ID: Type: Status: 2016-3117 Agenda Item Executive Session 1Version: Reference: In Control: City Secretary 12/08/2016File Created: 12/13/2016Final Action: Executive SessionFile Name: Title: Consultation with City Attorney to seek legal advice regarding the development of institutional uses of property. Notes: Agenda Date: 12/13/2016 Agenda Number: A. 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 Discussed under Executive Session 12/13/2016City Council Discussed under Executive Session Action Text: Text of Legislative File 2016-3117 Title Consultation with City Attorney to seek legal advice regarding the development of institutional uses of property. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3117) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 12/27/2016 Master City of Coppell, Texas 255 Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2016-3111 File ID: Type: Status: 2016-3111 Agenda Item Executive Session 1Version: Reference: In Control: City Secretary 12/06/2016File Created: 12/13/2016Final Action: Executive SessionFile Name: Title: Deliberation regarding the appointment, employment and duties of a public office or employee, to wit, new City Manager. Notes: Agenda Date: 12/13/2016 Agenda Number: B. 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 Discussed under Executive Session 12/13/2016City Council Discussed under Executive Session Action Text: Text of Legislative File 2016-3111 Title Deliberation regarding the appointment, employment and duties of a public office or employee, to wit, new City Manager. Summary Fiscal Impact: Staff Recommendation: Goal Icon: Sustainable City Government Business Prosperity Page 1City of Coppell, Texas Printed on 12/27/2016 Master Continued (2016-3111) Community Wellness and Enrichment Sense of Community Special Place to Live Page 2City of Coppell, Texas Printed on 12/27/2016