CP 2017-09-26City Council
City of Coppell, Texas
Meeting Agenda
255 Parkway Boulevard
Coppell, Texas
75019-9478
Council Chambers6:00 PMTuesday, September 26, 2017
KAREN HUNT NANCY YINGLING
Mayor Mayor Pro Tem
CLIFF LONG GARY RODEN
Place 1 Place 4
BRIANNA HINOJOSA-FLORES MARVIN FRANKLIN
Place 2 Place 6
WES MAYS MARK HILL
Place 3 Place 7
MIKE LAND
City Manager
Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular
Called Session at 6:00 p.m. for Executive Session, Work Session will follow immediately
thereafter, and Regular Session will begin at 7:30 p.m., to be held at Town Center, 255 Parkway
Boulevard, Coppell, Texas.
As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be
convened into closed Executive Session for the purpose of seeking confidential legal advice
from the City Attorney on any agenda item listed herein.
The City of Coppell reserves the right to reconvene, recess or realign the Work Session or
called Executive Session or order of business at any time prior to adjournment.
The purpose of the meeting is to consider the following items:
1.Call to Order
2.Work Session (Open to the Public) 1st Floor Conference Room
A.Discussion regarding Old Town Coppell Signage.
B.Discussion regarding Teen Alcohol First Time Offender Program.
C.Discussion regarding the Regional Trail Connections to Rail Stations
Project.
D.Discussion regarding the City of Coppell Communication Plan.
E.Discussion regarding Agenda Items.
Page 1 City of Coppell, Texas Printed on 9/22/2017
September 26, 2017City Council Meeting Agenda
Old Town Coppell Signage Memo.pdf
Teen Alcohol Diversion Memo.pdf
Communication Plan Update 2017.pdf
Attachments:
Regular Session
3.Invocation 7:30 p.m.
4.Pledge of Allegiance
5.Swearing in of Deputy City Managers.
6.Presentation of the John Ivey Higher Standards Award to Mayor Karen
Hunt.
2017 John Ivey Award Recipients.jpgAttachments:
7.Consider approval of a proclamation naming Tuesday, October 3, 2017,
as "National Night Out" and requesting City Council support and
endorsement of National Night Out festivities; and authorizing the Mayor to
sign.
Proclamation.pdfAttachments:
8.Consider approval of a proclamation naming October 7, 2017, as “Arbor
Day;” and authorizing the Mayor to sign.
Proclamation.pdfAttachments:
9.Citizens’ Appearance
10.Consent Agenda
A.Consider approval of the minutes: September 12, 2017.
City Council Minutes - 2017-09-12.pdfAttachments:
B.Consider approval of adopting the FY 2017-2018 Council Goals and Staff
Work Plan.
Memo.pdf
FY 17-18 Council Work Plan.pdf
Attachments:
C.Consider approval of Change order number one in the amount of
$70,947.10 to NEMA 3 Electric, Inc.; for the installation of fiber optic cables
and network equipment for the Utility Division SCADA project; for a total
award of $93,813.10; as budgeted in the Utility Operations Capital funds;
and authorizing the City manager to sign any necessary documents.
Scada CO Memo.pdf
Scada CO Exhibit.pdf
Attachments:
Page 2 City of Coppell, Texas Printed on 9/22/2017
September 26, 2017City Council Meeting Agenda
Scada CO Proposal.pdf
D.Consider approval of consulting contract with Holmes Murphy and
Associates for employee benefits consulting, wellness services and other
related benefit programs in the amount of $105,000 annually, which is a
continuation of current fees, as budgeted and authorizing the City Manager
to sign all necessary documents.
Memorandum FY2017-18.pdf
Consulting Contract FY2017-18.pdf
Addendum FY2017-18.pdf
Attachments:
E.Consider approval of contract for the renewal for third party claims
administration services with UMR, Inc. in the amount of $187,758 as
budgeted and authorizing the City Manager to sign all necessary
documents.
Memorandum FY2017-18.pdf
Contract FY2017-18.pdf
Attachments:
F.Consider approval of a renewal policy for fully insured organ transplant
coverage with AIG-National Union Fire Insurance in the amount of
$56,252.16 as budgeted and authorizing the City Manager to sign all
necessary documents.
Memorandum FY2017-18.pdf
Proposal FY2017-18.pdf
Attachments:
G.Consider approval of the renewal contract for the procurement of Life,
Accidental Death and Dismemberment (AD&D) and Long-Term Disability
(LTD) with Prudential Financial in the amount of $272,989.18 as budgeted
and authorizing the City Manager to sign all necessary documents.
Memorandum FY2017-18.pdf
Contract FY2017-18.pdf
Attachments:
H.Consider approval of an Interlocal Cooperation Agreement between the
North Central Texas Council of Governments (NCTCOG) and City of
Coppell for a Regional Trail Connections to Rail Stations Project; and
authorizing the Mayor to sign.
Memo.pdf
Map.pdf
Interlocal Cooperation Agreement.pdf
Attachments:
End of Consent Agenda
11.PUBLIC HEARING:
Consider approval of Case No. S-1029R-LI, Mechanical Garage
(Northlake 635 Business Center, Lot 3, Block D), a rezoning from
S-1029-LI (Special Use Permit 1029-Light Industrial) to S-1029R-LI
Page 3 City of Coppell, Texas Printed on 9/22/2017
September 26, 2017City Council Meeting Agenda
(Special Use Permit 1029 Revised-Light Industrial) to amend the SUP
conditions and site plan to allow the relocation and expansion of car repair
facility to a total of 8,734 square feet, to be located in Suite 160, 1203
Crestside Drive, at the request of Anvant Vista II, LLC, being represented
by Tho Lo.
Cover Memo.pdf
Staff Report.pdf
Site Plan.pdf
Ordinance 297-A-66.pdf
Attachments:
12.PUBLIC HEARING:
Consider approval of Case No. PD-240R4R2-HC, North Gateway Plaza, a
zoning change request from PD-240R4R-HC (Planned Development-240
Revision 4 Revised-Highway Commercial) to PD-240R4R2-HC (Planned
Development-240 Revision 4 Revision 2-Highway Commercial), to revise
the Concept Plan for an approximate 41,000 square foot commercial
development (a fitness center) on 5.3 acres of property located north of
S.H. 121, approximately 420 feet west of N. Denton Tap Road, at the
request of Gateway, Ltd, being represented by Don Harrelson, Baird,
Hampton & Brown Engineers.
Cover Memo.pdf
Staff Report.pdf
CONCEPT SITE PLAN.pdf
CONCEPT LANDSCAPE PLAN.pdf
TREE SURVEY.pdf
CONCEPT ELEVATION.pdf
EXTERIOR ELEVATION MATERIALS.pdf
Attachments:
13.Consider and authorize City Manager to negotiate and execute a Purchase
and Sale Agreement, and any necessary agreements and instruments
related thereto, for the purchase of Lot 1R, Block A of the
Wilson-Kirkland-Minyard Addition, approximately .72 acres of land; and
authorize the Mayor to execute any acknowledgements.
Wilson Family Trust - Memorandum.pdf
Wilson Family Trust - Purchase and Sale Agreement .pdf
Wilson Family Trust - Special Warranty Deed .pdf
Wilson Family Trust - Deed Restriction.pdf
Attachments:
14.City Manager Reports - Project Updates and Future Agendas
15.Mayor and Council Reports
Report by Mayor Hunt regarding upcoming events.
Page 4 City of Coppell, Texas Printed on 9/22/2017
September 26, 2017City Council Meeting Agenda
16.Council Committee Reports concerning items of community involvement with no
Council action or deliberation permitted.
A.North Texas Council of Governments - Mayor Pro Tem Nancy Yingling
B.North Texas Commission - Councilmember Marvin Franklin
C.Historical Society - Councilmember Cliff Long
17.Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
Adjournment
________________________
Karen Selbo Hunt, Mayor
CERTIFICATE
I certify that the above Notice of Meeting was posted on the bulletin board at the City Hall of
the City of Coppell, Texas on this 22nd day of September, 2017, at _____________.
______________________________
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 5 City of Coppell, Texas Printed on 9/22/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3579
File ID: Type: Status: 2017-3579 Agenda Item Work Session
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: Work SessionFile Name:
Title: A.Discussion regarding Old Town Coppell Signage.
B.Discussion regarding Teen Alcohol First Time Offender Program.
C.Discussion regarding the Regional Trail Connections to Rail Stations
Project.
D.Discussion regarding the City of Coppell Communication Plan.
E.Discussion regarding Agenda Items.
Notes:
Agenda Date: 09/26/2017
Agenda Number:
Sponsors: Enactment Date:
Old Town Coppell Signage Memo.pdf, Teen Alcohol
Diversion Memo.pdf, Communication Plan Update
2017.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3579
Title
A.Discussion regarding Old Town Coppell Signage.
B.Discussion regarding Teen Alcohol First Time Offender Program.
C.Discussion regarding the Regional Trail Connections to Rail Stations Project.
D.Discussion regarding the City of Coppell Communication Plan.
E.Discussion regarding Agenda Items.
Summary
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3579)
Fiscal Impact:
Staff Recommendation:
Approval recommended.
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 9/22/2017
MEMORANDUM
To: Mayor and City Council
From: Mike Land, City Manager
Date: September 26, 2017
Reference: Old Town Coppell Signage Discussion
2030: Business Prosperity, Goal 3: Old Coppell As A Small Village
Introduction:
On August 8, 2017, the Coppell City Council voted to not authorize staff to move forward with
final construction documents for the Old Town Coppell Arches. Council expressed a desire to
defer any additional discussion/decision until after the Council Sub-Committee and Council
discuss a capital expenditure and debt priority program.
History:
• FY 15/16 Council Goal: Old Coppell as Small Town Village – Develop and
present a comprehensive signage plan within City ROW.
• July 12, 2016 – Staff briefed the City Council on the idea of Arches with banners
at three to four locations as entryways into Old Town Coppell.
• FY16/17 City Council Goal: Implement Signage/Arches in Old Town Coppell.
• Council provided staff a budget of $400,000.00 in undesignated fund balance for
FY16/17.
• Staff presented the project to the Old Town Association March 2, 2017.
• Staff hired Huitt-Zollars to provide a preliminary feasibility study on the arches
(preliminary report attached).
• July 25, 2017 - Staff briefed City Council on the results of the feasibility study
and the refined concept.
• August 8, 2017 Council did not authorize staff to engage Huitt-Zollars to move
forward with final design and construction documentation.
Action:
Currently staff is not working on anything related to Old Town Coppell signage and has no plans
to unless otherwise requested to do so by Council.
1
MEMORANDUM
To: Mayor and City Council, City Manager Mike Land
From: Mac Tristan, Chief of Police
Date: September 26, 2017
Reference: City Council Work Session Item for September 26, 2017 on Coppell Teen Alcohol
Diversion Program
2030: Coppell 2030, Healthy Neighborhoods/Safe Neighborhoods
Introduction:
Calendar year 2016 showed a dramatic increase in underage alcohol violations for Coppell. The City
of Coppell has always had a strong stance regarding underage drinking and the dangers in which it
places our youth. In an attempt to further educate parents and teens in our community, the Coppell
Police Department is implementing a first offender program for underage drinking that will start
October 1, 2017. This has been one of the police department’s council goals for this year. The
program will apply to first time offenders only and if completed by the youth and the parent, they
will not be charged with the offense and it will not go on their record.
The police department will provide a brief description of the program, its goals, anticipated outcomes,
and benefits to the youth of our community.
1
MEMORANDUM
To: Mayor and City Council
From: April Reiling, PIO
Date: September 26, 2017
Reference: Communication Plan Update
2030: Sense of Community
Special Place to Live
Community Wellness and Enrichment
Business Prosperity
Sustainable City Government
Introduction
The City of Coppell implemented the first Communication Plan in July of 2014. The City’s plan for
communication and marketing provides a framework for city-wide communication efforts, as well as
a tool for managing the trends in evolving technology and changes in the way people consume
information. As Staff works through the plan each year, it is important to note that some elements
within the Communication Plan must remain fluid and dynamic to accommodate social, economic,
environmental and technological changes.
After three years of implementation, the Communication Plan was added as a FY16-17 City Council
Work Plan item to provide an update on goals and objectives moving forward.
The Communication Plan serves as the roadmap for getting the City’s messages across to various
audiences. The plan has been updated from the 2014-2017 version and includes goals and objectives
that tie back to our overall strategy. Vision 2030 principles and City Council priorities are key
elements considered within the Communication Plan. The Public Information Office will review the
plan annually and make updates as needed.
Analysis
The updated Communication Plan | 2018-2020 includes five goals:
• A more informed citizenry
• Message and brand consistency across the organization
• Tell the Coppell story
2
• Enhance community information sharing by becoming a conduit for news and information
• Promote business and Buy in Coppell campaign
The Communication Plan identifies key strategies and tactics regarding how the City plans to
accomplish these goals, and provides measurable objectives to track progress.
Fiscal Impact
The updated Communication Plan does not present significant fiscal changes from the previous
version. Minor adjustments have been made to accommodate the shift in technology, for example,
the preference for some audiences to consume information in brief, concise and entertaining video
formats.
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3578
File ID: Type: Status: 2017-3578 Presentation Agenda Ready
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: DCM OathsFile Name:
Title: Swearing in of Deputy City Managers.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 5.
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3578
Title
Swearing in of Deputy City Managers.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3578)
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3573
File ID: Type: Status: 2017-3573 Presentation Presentations
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: John Ivey Higher Standards AwardFile Name:
Title: Presentation of the John Ivey Higher Standards Award to Mayor Karen Hunt.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 6.
Sponsors: Enactment Date:
2017 John Ivey Award Recipients.jpgAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3573
Title
Presentation of the John Ivey Higher Standards Award to Mayor Karen Hunt.
Summary
Fiscal Impact:
[Enter Fiscal Impact Statement Here]
Staff Recommendation:
[Enter Staff Recommendation Here]
Goal Icon:
Sustainable City Government
Business Prosperity
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3573)
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3575
File ID: Type: Status: 2017-3575 Agenda Item Proclamations
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: NNO ProclamationFile Name:
Title: Consider approval of a proclamation naming Tuesday, October 3, 2017, as
"National Night Out" and requesting City Council support and endorsement of
National Night Out festivities; and authorizing the Mayor to sign.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 7.
Sponsors: Enactment Date:
Proclamation.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 09/26/2017City Council
Text of Legislative File 2017-3575
Title
Consider approval of a proclamation naming Tuesday, October 3, 2017, as "National Night
Out" and requesting City Council support and endorsement of National Night Out festivities; and
authorizing the Mayor to sign.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3575)
Sustainable City Government
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
PROCLAMATION
WHEREAS, The National Association of Town Watch is sponsoring the 33rd Annual
edition of an important nationwide crime and drug prevention event on October 3rd, 2017, called
“National Night Out;” and
WHEREAS, The “Annual National Night Out” provides a unique opportunity for
Coppell, Texas to join forces with thousands of other communities across the country in
promoting cooperative police and community drug prevention efforts; and
WHEREAS, The City of Coppell is celebrating the 26th Anniversary of participating in
this great crime prevention program; and
WHEREAS, It is essential that all citizens of Coppell, Texas be aware of the importance
of crime prevention programs and the impact that their participation can have on reducing crime,
drugs, and violence in Coppell, Texas; and
WHEREAS, Police-Community partnerships, neighborhood awareness and safety, and
cooperation are important themes of the “National Night Out” program; and
WHEREAS, Neighborhood Crime Watch plays a vital part in assisting the Coppell
Police Department through joint crime prevention efforts in Coppell.
NOW, THEREFORE, I, Karen Hunt, Mayor of the City of Coppell, do hereby proclaim
Tuesday, October 3rd, 2017 as
“National Night Out”
In the City of Coppell, Dallas County, Texas.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of
Coppell to be affixed this 26th day of September, 2017.
____________________________________
Karen Hunt, Mayor
ATTEST:
____________________________________
Christel Pettinos, City Secretary
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3587
File ID: Type: Status: 2017-3587 Agenda Item Proclamations
1Version: Reference: In Control: City Secretary
09/20/2017File Created:
Final Action: Arbor DayFile Name:
Title: Consider approval of a proclamation naming October 7, 2017, as “Arbor
Day;” and authorizing the Mayor to sign.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 8.
Sponsors: Enactment Date:
Proclamation.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 09/26/2017City Council
Text of Legislative File 2017-3587
Title
Consider approval of a proclamation naming October 7, 2017, as “Arbor Day;” and authorizing
the Mayor to sign.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3587)
Business Prosperity
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
PROCLAMATION
WHEREAS, Arbor Day, was first observed in 1872 with the planting of more
than a million trees in Nebraska; and
WHEREAS, 2017 is the 145st anniversary of the holiday and Arbor Day is now
observed throughout the nation and the world; and
WHEREAS, trees beautify our community, provide habitat for wildlife, and are a
source of joy and spiritual renewal wherever they are planted.
NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do
hereby proclaim October 7, 2017 as
"ARBOR DAY"
in the City of Coppell, and I urge all citizens to celebrate Arbor Day and support efforts
to protect our trees and woodlands, thereby promoting the well-being of the future
generations.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of
Coppell to be affixed this 26th day of September, 2017.
________________________
Karen Selbo Hunt, Mayor
ATTEST:
____________________________
Christel Pettinos, City Secretary
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3577
File ID: Type: Status: 2017-3577 Agenda Item Agenda Ready
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: MinutesFile Name:
Title: Consider approval of the minutes: September 12, 2017.
Notes:
Agenda Date: 09/26/2017
Agenda Number: A.
Sponsors: Enactment Date:
City Council Minutes - 2017-09-12.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 09/26/2017City Council
Text of Legislative File 2017-3577
Title
Consider approval of the minutes: September 12, 2017.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3577)
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
COPPELL
"" '<~~~::s-: ' ..
City of Coppell, Texas
Minutes
City Council
255 Parkway Boulevard
Coppell , Texas
75019-9478
Tuesday, September 12, 2017 6:00PM Council Chambers
KAREN HUNT
Mayor
CLIFF LONG
Place 1
BRIANNA HINOJOSA-FLORES
Place 2
WESMAYS
Place 3
MIKE LAND
City Manager
NANCY YINGLING
Mayor Pro Tern
GARY RODEN
Place 4
MARVIN FRANKLIN
Place 6
MARK HILL
Place 7
Present 8 -Karen Hunt;Ciiff Long ;Brianna Hinojosa-Fiores ;Wes Mays ;Gary
Roden ;Marvin Franklin ;Mark Hill and Nancy Yingling
Also present were City Manager Mike Land, Deputy City Manager Traci Leach, Deputy
City Manager Noel Bernal, 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,
September 12, 2017 at 6:00 p.m. in the City Council Chambers of Town Center, 255
Parkway Boulevard, Coppell, Texas.
1. Call to Order
2. Executive Session
Mayor Hunt called the meeting to order, determined that a quorum was
present and convened into the Executive Session at 6:09 p.m.
(Closed to the Public) 1st Floor Conference Room
A. Section 551.087, Texas Government Code-Economic Development Negotiations.
City of Coppell, Texas
Discussion regarding property located south of E. Belt Line Road and
east of S. Belt Line Road .
Mayor Hunt announced that Councilmember Marvin Franklin was not in the
room due to a conflict of interest regarding this item.
Page 1
City Council Minutes September 12, 2017
Discussed in Executive Session.
B. Section 551.071, Texas Government Code-Consultation with City Attorney.
3. Work Session
Regular Session
Discussion regarding Article 6-2 , Solicitation and Peddlers ' Ordinance .
Councilmember Marvin Franklin joined the Executive Session at this time.
Discussed in Executive Session .
(Open to the Public) 1st Floor Conference Room
Mayor Hunt adjourned the Executive Session at 7:09 p.m. and convened the
into the Work Session.
A. Discussion regarding 2017-2018 Council Goals , Strategies and
Work Plan for Coppell 2030 .
B. Discussion regarding 2017 Citizen Summit.
C . Discuss ion of Agenda Items.
Presented in Work Session.
Mayor Hunt adjourned the Work Session at 7:26 p.m. and reconvened into the
Regular Session.
4. Invocation 7:30p.m.
Pastor Tom Palmer with First United Methodist Church gave the Invocation.
5. Pledge of Allegiance
6. Proclamations
City of Coppell, Te x as
Mayor Hunt asked the Boy Scouts in the audience to lead those present in the
Pledge of Allegiance.
Consider approval of a Proclamation naming the month of September
2017, as "National Preparedness Month " in the City of Coppell ; and
authorizing the Mayor to sign .
A motion was made by Councilmember Brianna Hinojosa-Flores, seconded by
Councilmember Cliff Long, that the Proclamation naming the month of
September 2017 , as "National Preparedness Month" in the City of Coppell, be
approved. The motion passed by an unanimous vote.
Mayor Hunt read and presented the Proclamation to Captain Brad Simpkins of
the Coppell Fire Department.
Page2
City Council Minutes September 12, 2017
7. Citizens' Appearance
There was no one present wishing to speak.
8. Consent Agenda
A. Consider approval of the minutes : August 22 , 2017, and August 29 ,
2017.
B.
C.
D.
E.
City of Coppell, Texas
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Consider approval authorizing a purchase order for two outdoor warning
sirens from Joe Goddard Enterprises LLC for the Emergency
Management Division of the Fire Department , in the amount not to
exceed $65 ,116.86 as budgeted ; and authorizing the City Manager to
sign all necessary documents .
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Consider approval of National Intergovernmental Purchasing Alliance
Proposal #NIPA R150501-TX-15162 to TDindustries ; for HVAC
Renovations to the Municipal Court Offices located in the Justice Center
Facility; in the total amount of $63 ,720.00; and authorizing the City
Manager to sign any necessary documents.
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Consider approval of National Intergovernmental Purchasing Alliance
Proposal #NIPA R132205-TX-13966 to Weatherproofing Technologies ,
Inc ; for replacement of the existing roof at the Justice Center Facility ; in
the total amount of $1 09 ,145.29 ; as identified in the current Fiscal Year
16/17 Infrastructure Maintenance Fund ; and authorizing the City Manager
to sign any necessary documents .
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Consider rejection of all bids to Request for Sealed Bids No . Q-0717 -02
-Freeport Parkway Reconstruction Project.
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote .
Page3
City Council
F.
G.
H.
I.
J.
Minutes September 12, 2017
Consider approval of a renewal contract with Liberty Mutual Insurance
(formerly Gerber Life) for medical group excess loss insurance in the
amount of $295,151 .12 as budgeted and authorizing the City Manager to
sign all necessary documents.
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote .
Consider approval of an Ordinance amending Chapter 3, Article 3-3 ,
Section 3-3-2 , Payment of Bills to clarify the definition of senior for the
residential water bill; and authorizing the Mayor to sign .
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling , that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Enactment No : ORO 2017-1481
Consider approval of a Resolution repealing the special donations on the
water bill; and authorizing the Mayor to sign .
A motion was made by Councilmember Marvin Franklin , seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Consider approval and adoption of the City of Coppell Investment Policy
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling, that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
Consider approval of a Resolution to Participate in the Texas
Cooperative Liquid Assets Securities System (Texas Class).
A motion was made by Councilmember Marvin Franklin, seconded by Mayor
Pro Tern Nancy Yingling , that Consent Agenda Items A-J be approved. The
motion passed by an unanimous vote.
End of Consent Agenda
9.
City of Coppell, Texas
Consider award of bid and of entering into a contract with Quality
Excavation for the reconstruction of a portion of Town Center Boulevard ;
in the amount of $1 ,002 ,311.25 ; with an incentive bonus in the amount of
$67,500 .00 ; for a total amount of $1 ,069 ,811 .25 ; as budgeted in the X
cent sales tax fund ; and authorizing the City Manager to sign any
necessary documents .
A motion was made by Councilmember Gary Roden, seconded by
Councilmember Brianna Hinojosa-Flores, that this item be approved . The
motion passed by an unanimous vote.
Page4
City Council
10.
11.
12.
Minutes September 12, 2017
Aye: 7-Councilmember Cliff Long ;Brianna Hinojosa-Fiores ;Councilmember Wes
Mays ;Councilmember Gary Roden ;Councilmember Marvin
Franklin ;Councilmember Mark Hill and Mayor Pro Tern Nancy Yingling
Consider approval of an Ordinance approving and adopting the budget
for the City of Coppell, Texas for the Fiscal Year of October 1, 2017
through September 30, 2018, and authorizing the Mayor to sign .
A motion was made by Mayor Pro Tern Nancy Yingling, seconded by
Councilmember Wes Mays, that this Ordinance be approved. The
motion passed by an unanimous vote.
Aye: 7-Councilmember Cliff Long ;Brianna Hinojosa-Fiores ;Councilmember Wes
Mays ;Councilmember Gary Roden ;Councilmember Marvin
Franklin ;Councilmember Mark Hill and Mayor Pro Tern Nancy Yingling
Enactment No : ORO 2017-1482
Consider ratification of the vote on the FY 2017-18 annual budget which
results in more revenues from ad valorem taxes than the previous year.
A motion was made by Councilmember Wes Mays, seconded by
Councilmember Mark Hill, that this item be approved. The motion passed by an
unanimous vote.
Aye: 7-Council member Cliff Long ;Brianna Hinojosa-Fiores ;Councilmember Wes
Mays ;Councilmember Gary Roden ;Councilmember Marvin
Franklin ;Councilmember Mark Hill and Mayor Pro Tern Nancy Yingling
Consider approval of an Ordinance of the City of Coppell , Texas levying
the ad valorem taxes for the year 2017 at $.579500 on each One
Hundred Dollars ($1 00) assessed value of taxable property on which
$.463473 is for operations and maintenance and $.116027 is for interest
and sinking , and authorizing the Mayor to sign.
A motion was made by Councilmember Marvin Franklin, seconded by
Councilmember Brianna Hinojosa-Flores, that this Ordinance be approved. The
motion passed by an unanimous vote.
Aye: 7 -Councilmember Cliff Long ;Brianna Hinojosa-Fiores ;Councilmember Wes
Mays ;Councilmember Gary Roden ;Councilmember Marvin
Franklin ;Councilmember Mark Hill and Mayor Pro Tern Nancy Yingling
Enactment No : ORO 2017-1483
13. City Manager Reports-Project Updates and Future Agendas
City of Coppell, Texas
City Manager Mike Land thanked the Mayor, Council, and staff for their work
on the budget and advised that the budget information would be sent to the
press this week. Mr. Land announced the following meetings and events: the
DART Board voted to support the Cotton belt and D2 . The Environmental
Impact Study will be completed by the end of the year. DART will continue to
hold public meetings and have recommendations complete in March of 2018.
The Texas Municipal League Conference will still be held in Houston October
3rd-6th; the Citizen Summit will be held at the Cozby Library and Community
Page5
City Council Minutes September 12, 2017
Commons September 21st; the Work in Coppell Job Fair will be held at the
Sheraton Four Points on September 26th; Game Day will be held in Old Town
on October 14th; Kaleidoscope-A Celebration of Cultures will be held at Andy
Brown Park east on October 21st; and a Reception for the City's new Deputy
City Managers Traci Leach and Noel Bernal will be held in the Town Center
Atrium on September 26th.
Mr. Land announced that the City received the Saavy Award, honoring creative
marketing and communications, in the Marketing and Tools Branding/New
Logo/Etc . category, for the City's Bold Vision, Big Impact branding campaign.
He also announced that Mayor Hunt has been recognized by Metrocrest
Services as their "Woman of the Year."
14. Mayor and Council Reports
Mayor Hunt announced Metrocrest Services is taking donations for Hurricane
Harvey relief. You may donate food, household and hygiene items, make an
online donation at metrocrestservices.org., volunteer your time to help sort and
assemble evacuee boxes. Contact Brittni Coe, Volunteer Manager, at (469)
317-2541 or email bcoe@metrocrestservices.org to find out about available
dates and times. The Coppell Wellness Expo, hosted by Living Well in
Coppell, will be held at the Coppell Farmer's Market from 8:30am -11:30 am,
September 16th. Living Well in Coppell is a volunteer-based, non-profit
organization with a focus on providing a healthy community environment for
citizens, students, organizations and local businesses by enabling and
encouraging an active, healthy lifestyle within our community. Enjoy vendors,
free health screenings, door prizes, a bounce house for the kids and free food
samples from some of Coppell's best restaurants!
15 . Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
There were no announcements made.
16. Necessary Action from Executive Session
Adjournment
There was no action taken.
There being no further business before the City Council, the meeting was
adjourned at 8:21 p.m.
Karen Selbo Hunt, Mayor
ATTEST:
Jean Dwinnell, Deputy City Secretary
City of Coppell, Texas Page6
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3576
File ID: Type: Status: 2017-3576 Agenda Item Consent Agenda
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: City Council FY 17-18 Work PlanFile Name:
Title: Consider approval of adopting the FY 2017-2018 Council Goals and Staff Work
Plan.
Notes:
Agenda Date: 09/26/2017
Agenda Number: B.
Sponsors: Enactment Date:
Memo.pdf, FY 17-18 Council Work Plan.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 09/26/2017City Council
Text of Legislative File 2017-3576
Title
Consider approval of adopting the FY 2017-2018 Council Goals and Staff Work Plan.
Summary
Fiscal Impact:
Staff Recommendation:
Approval recommended.
Goal Icon:
Sustainable City Government
Business Prosperity
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3576)
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
MEMORANDUM
To: Mayor and City Council
From: Mike Land, City Manager
Date: September 26, 2017
Reference: 2017-2018 Council Goals and Staff Work Plan
2030: All strategies
Introduction:
The attached 2017-2018 Council Goals and Staff Work Plan was developed in response to the
Council’s input during its May 12th and 13th Retreat. Items within the plan are also incorporated
in the 2017-2018 budget and reflect the services and desired results as described in Coppell’s
2030 plan.
History:
The City of Coppell’s 2030 Plan was adopted on March 10, 2009. The Vision 2030 process was
developed to provide a roadmap to Coppell’s future. It established a strategic framework that
identified opportunities for partnerships to expand community resources and guide future
investments. The resulting plan, its five strategies and twenty-six stated goals have served as the
foundation for the City’s direction and much of its decision making since its adoption.
The five strategies are; 1) Sense of Community, 2) Special Place to Live, 3) Community
Wellness and Enrichment, 4) Business Prosperity, and 5) Sustainable City Government.
Each year since its adoption the City Council dedicates itself to reviewing the progress made on
the plan since its inception, and more specifically during the previous year. The Council goes
through a process to select from the five strategies Council Goals and Objectives for the coming
fiscal year. Staff in turn develops a work plan specifically designed to accomplish the Council’s
adopted Goals and Objectives.
Analysis:
The 2017-2018 Council Goals and Staff Work Plan is formatted in the same manner that has
been used for several years. Column one identifies the 2030 Strategy. Column two describes the
corresponding Goal(s), with Column three, the supporting Objectives. Each are taken directly
out of the Vision 2030 plan. The final columns describe the Work Plan Element staff has
identified in support of the respective Objective, Goal and Strategy, who within the organization
has the responsibility to lead the work and the projected date of completion.
Recall that several items may be a carryover from the 2016-2017 Work Plan while others may be
projects that carryover to the 2018-2019 work plan. For example, construction of Freeport and
Parkway are multi-year projects.
Action:
Staff recommends the Coppell City Council adopt the 2017-2018 Work Plan.
2017/18 Council Goals ObjectivesRevised 09.07.172030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSense of CommunityRedefine and refine the City's volunteer programCMO Sep 18Implement volunteer program at LSPKevin Richardson Mar 18Investigate broadcasting Council work sessionsCMO Feb 18Develop and implement a sponsorship strategy for City events Brad Reid Jun 18Develop and distribute an HOA quarterly newsletter to address public safety and quality of life issues. Mac Tristan Jan 18Develop an HOA training - emergency management program Kevin Richardson March 18Explore additional social media outlets such as Next Door to expand City's communication program CMO April 18Develop DIY education programsMindi Hurley/Vicki Chiavetta April 18Explore outreach to non-HOA neighborhoodsMindi Hurley Aug 18Launch initiative of local artists' works displayed in City faciliites CMO Mar 18Invite businesses to become part of NNOMindi Hurley/Mac Tristan Sep 18Create new business welcome packet programMindi Hurley Sep 18Expand reach of Coppell Cultural Committee by seeking a partnership with the CISD Diversity Task Force Vicki Chiavetta Jun 18Implement Phase I of Community Allies prorgamCMO Sep 18Plan and implement a Human Library eventVicki Chiavetta Sep 18Host Kaleidoscope eventBrad Reid Oct 17Host joint City Council and Living Well in Coppell meetingCMO Mar 18Special Place to LiveReview existing codes and ordinances to ensure they support preservation and maintenance of existing affordable housing Mindi Hurley Sep 18Research, develop, implement residential redevelopment/rehabilitation program Mindi Hurley Sep 18Review rental registration and inspection process Mindi Hurley Nov 17Create a rental property owner outreach programMindi Hurley May 18Implement meter replacement programKen Griffin/Jennifer Miller Sep 18Complete the update to the Fugro Pavement Management Study Ken Griffin Mar 18Inventory fences along primary image zones and design a pilot assistance program to replace or upgrade fences Mindi Hurley Aug 18Residents and Businesses Welcomed, Engaged, and Contributing to the CommunityResidents Volunteer, Contribute, and Support Community Events and OrganizationsBusiness Support & Sponsor City ProgramsResidents Actively Involved and Take Responsibility for NeighborhoodsEffective Community PartnershipsAssure Homes Meet Codes & OrdinancesQuality Housing for Family Generations (Form Subcommittee)Promote a Sense of Ownership Among Residents & BusinessesCultural AlliesEnsure Attractive Well-Maintained HomesEnsure Well-Maintained Neighborhoods, Public Infrastructure, Including Streets, Alleys, Utilities, and FencesPage 1 of 4
2017/18 Council Goals ObjectivesRevised 09.07.172030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusSpecial Place to Live Complete the annual streets / alleys / sidewalk program Ken Griffin OngoingDesign and begin construction of the annual 1/4 cent sales tax street program Ken Griffin Sep 18Update the Impact Fee and CIP study, including a mobility plan for Coppell Ken Griffin Aug 18Seek grant from NCTCOG for signal timingKen Griffin Mar 18Seek grant from NCTCOG for South Belt LineKen Griffin OngoingImplement a purposeful communication program for Freeport & Parkway construction Ken Griffin/April Reiling OngoingCreate a marketing plan promoting use of trails from homes to schools and park facilities Mindi Hurley/Brad Reid Aug 18Community Wellness and EnrichmentBegin construction of trail with the Freeport Rd projectKen Griffin Mar 18Complete design and begin construction of Parkway Blvd trail Ken Griffin Mar 18Complete construction of ABW/CHS ConnectorBrad Reid Sep 18Design Campion ConnectorBrad Reid/Ken Griffin Jul 18Explore options of trails on Moore and Heartz Roads Brad Reid/Ken Griffin Jul 18Continue the annual sidewalk infill programKen Griffin Dec 17Explore Safe Routes to School program with CISD/LISD/CFBISD/NCTCOG Brad Reid/Ken Griffin Aug 18Establish standards for mile markers and signage along trails Brad Reid May 18Business ProsperityUpdate the annual IMF planKen Griffin April 18Sep 18Mindi HurleyAdopt a business retention policyJuly 18Attract the Right Businesses to Coppell in the Right Locations and Expand Support and Auxiliary Businesses to Help Existing Businesses Stay Abreast of Legislation and New Opportunities that Impact Economic DevelopmentRetention and Attraction of Businesses that Generate Revenues for the City Continue study on workforce transportationResearch the role of technology in support of the redevelopment/re-use of existing commercial spaces Mindi HurleyMindi Hurley Sep 18Quality Housing for Family Generations (Form Subcommittee) (cont.)Ensure Well-Maintained Neighborhoods, Public Infrastructure, Including Streets, Alleys, Utilities, and Fences (cont.)Quality Mobility Within CoppellMulti-Use Trail System Connecting the City Ensure Sidewalk Connectivity Throughout the CityMaintain Well-Marked Trail SystemProvide Efficient Local Traffic FlowComplete and Maintain Multi-Use Trail System that Links City Parks and Other Communities' Trails, Such as Soft SurfacesPage 2 of 4
2017/18 Council Goals ObjectivesRevised 09.07.172030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusDevelop Program and Cost Recovery Expectations for Arts Center CMO May 18Begin ERP implementation - Phase I Jennifer Miller Aug 18Implement new customer service satisfaction programAll Sep 18Develop and adopt enterprise-wide technology strategyAll Sep 18Review Transparency Program for continued participation Jennifer Miller Jan 18Host Animal Services educational seminars on wildlife awareness. Mac Tristan Jan 18Begin first phase of drainage system analysisKen Griffin Dec 17Update on Cypress Waters / North Lake settlement requirements Ken Griffin Dec 17Reduce Maintenance Costs of City InfrastructureBegin design of Sandy Lake Lift Station rehabilitationKen Griffin Sep 18Provide Adequate Resources and Funding for Infrastructure MaintenanceBegin update to the Drainage Utility District rate study Ken Griffin Mar 18Begin construction of Coppell Arts CenterCMO Feb 18Explore Fire and EMS options for enhanced coverage Kevin Richardson Sep 18Research and develop operational efficiency metrics and standards for the organization CMO Sep 18Conduct a time study of library programs to evaluate cost-effectiveness Vicki Chiavetta Sep 18Update Budget in BriefJennifer Miller Dec 17Review outstanding debt for potential savingsJennifer Miller Feb 18Perform the Annual Audit with presentation of CAFRJennifer Miller Mar 18Present the 5-Year PlanJennifer Miller Apr 18Update/review the Investment PolicyJennifer Miller Aug 18Update / present the Annual BudgetJennifer Miller Sep 18Excellent City Services with High Level of Customer SatisfactionEnsure Facilities Have Capacity to Support Further GrowthComplete the space planning study for 255 & 265 Parkway and the Service CenterBuild New City Facilities Only if the City has the Financial Resources to MaintainSustainable City GovernmentMar 18CMO/Ken Griffin/Green TeamKen Griffin Oct 17Excellent and Well-Maintained City Infrastructure and FacilitiesFinancial Resources to Support City ServicesMaintain and Fund Preventative Maintenance Plans for City Infrastructure and FacilitiesDeliver City Services in the Most Cost-Effective MannerProvide City Services and Facilities that are Valued by Residents and Consistent with the City's MissionResearch and develop a facility sustainment programPage 3 of 4
2017/18 Council Goals ObjectivesRevised 09.07.172030 Strategy Goal Objective Work Plan ElementResponsibility Projected Date StatusPerform the annual review of Fund Balance Guideline Jennifer Miller Sep 18Review annual debt compliance with SECJennifer Miller Apr 18Update the 5-Year Plan in BriefJennifer Miller Jun 18Update the PAFRJennifer Miller/April Reling Mar 18Attract Sales Tax-Generating Businesses to CoppellContinue working with CatalystMindi Hurley Sep 18Sustainable City GovernmentFinancial Resources to Support City Services (cont.)Deliver City Services in the Most Cost-Effective Manner (cont.)Page 4 of 4
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3571
File ID: Type: Status: 2017-3571 Agenda Item Agenda Ready
1Version: Reference: In Control: Engineering
09/13/2017File Created:
Final Action: NEMA CO #1 SCADAFile Name:
Title: Consider approval of Change order number one in the amount of $70,947.10
to NEMA 3 Electric, Inc.; for the installation of fiber optic cables and network
equipment for the Utility Division SCADA project; for a total award of
$93,813.10; as budgeted in the Utility Operations Capital funds; and
authorizing the City manager to sign any necessary documents.
Notes:
Agenda Date: 09/26/2017
Agenda Number: C.
Sponsors: Enactment Date:
Scada CO Memo.pdf, Scada CO Exhibit.pdf, Scada
CO 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 09/26/2017City Council
Text of Legislative File 2017-3571
Title
Consider approval of Change order number one in the amount of $70,947.10 to NEMA 3
Electric, Inc.; for the installation of fiber optic cables and network equipment for the Utility
Division SCADA project; for a total award of $93,813.10; as budgeted in the Utility Operations
Capital funds; and authorizing the City manager to sign any necessary documents.
Summary
Fiscal Impact:
Funds have been budgeted in the Utility Operations Capital account for this project.
(02-03-17-5040)
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3571)
Staff Recommendation:
The Engineering Department recommends approval.
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Ken Griffin, P.E., Director of Engineering and Public Works
Date: September 26, 2017
Reference: Award of SCADA/Fiber project to NEMA 3 Electric, Inc.
2030: Special Place to Live – Ensure Well-Maintained Neighborhoods, Public
Infrastructure, Including Streets, Alleys, Utilities and Fences
General Information:
City of Coppell maintains over 23.6 miles of fiber optic cable. This project adds 2.2 miles.
Original PO amount of $22,866.00
Change Order # 1 $70,947.10
The City of Coppell has an annual contract with NEMA 3 Electric to perform electrical &
data/communication services.
Introduction:
SCADA (Supervisory Control and Data Acquisition) is a system for remote monitoring and control
of facilities such as water treatment plants, wastewater treatment plants, elevated tanks, pump
stations.
FY16/17 included a project for the Utilities Division to remove their SCADA system from a radio
system and place it on the City fiber optic network.
Analysis:
The City of Coppell budgeted $125,000.00 in FY 16/17 for SCADA upgrades/conversion to Fiber
Optic cable. NEMA 3 Electric was issued a purchase order in the amount of $22,866.00 for
installation of 2” conduit at the Deforest Lift Station, the Village Parkway Pump Station and the
Sandy Lake Lift Station. To complete the removal from radio and the conversion to fiber, it is
necessary to install communication panels and electrical work as well as pull fiber optic cable through
various facilities. This portion of the project will also bring 3 traffic signals onto the fiber optic
network. The proposal includes $28,349.20 for this work.
Additional work, to also be performed by NEMA 3 Electric, for this project includes the installation
of 2” conduit for future fiber from the Deforest Lift Station to the east approximately 2300 LF
2
(through Lake Park Addition – Deforest Road and Glen Lakes Drive) towards the entrance to the
Moore Road Park. This coincides with the Traffic Divisions future project of connecting the Deforest
Road Lift Station to the CORE. This future connection will create a looped fiber optic system which
will provide redundancy should the fiber optic be damaged. Currently the CORE is served by a single
point on the network. The proposal includes $42,597.90 for this work.
Other aspects of the project, which have been encumbered by other vendors, include purchasing
network switchgear, cabinet and battery backup for the Sandy Lake Lift Station, and work to be
performed by the SCADA vendor totals $31,186.90.
This brings the total cost of this project to the budgeted amount of $125,000.00.
Legal Review:
This item did not require legal review.
Fiscal Impact:
The fiscal impact of this agenda item is $70,947.10 as budgeted in the Utility Division capital funds.
Recommendation:
The Engineering Department recommends approval of Change Order #1 in the amount of $70,947.10.
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BY MAP
0 0.5 1Miles
1 inch = 1 miles
±
Created in ArcGIS 10.3
Created: September 2017by Leah BW:\GIS\Projects\Exhibit Location Maps\Exhibit Location Map_LMB
SCADA/FIBER COMMUNICATIONS UPGRADE
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Created in ArcGIS 10.3
Created: September 2017by Leah BW:\GIS\Projects\Exhibit Location Maps\NEMA City Conduit & Fiber_LMB
±
0 1,100550
Feet
1 inch = 1,000 feet
SCADA/FIBER COMMUNICATIONS UPGRADEEXISTING FIBER OPTIC
FY 2016/2017 (THIS PROJECT)
FY 2017/2018 (FUTURE)
SANDY LAKE LIFT STATION
VILLAGE PARKWAY
PUMP STATION
DEFOREST LIFT STATION
THE CORE
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
September 13th, 2017
City Of Coppell 17-020-131 Rev2
Attention: George Marshall
RE: Fiber Installs – Various Locations – Broken Down
Quote of NTE $11,044.60 includes:
Labor and material for the following areas Sandy Lake Lift Station
§ All Work to be performed between 8am and 3:30pm
§ Furnish and Install 12str SM Opti-tip Corning Fiber (appx 2700’)
§ Install Traceable Mule Tape (Provided by others)
§ Install Network Connection from to Fiber Cabinet
§ Install (1) 20a 120v Circuit to Cabinet
§ Install all Gear needed to complete
§ Install Pipe Run across bridge to inter-connect pipe runs on both sides of bridge
§ Furnish and Install 2 SPH boxes (1 @ Sandy Lake, 1 @ Village Pump Station)
Excludes:
• Permit Fees
• Tax
• Repairing or excavating to find damaged or broken pipes
• Cabinets for Equipment
• Switch Gear
• Mule Tape
• Bonding
• Additional work not described above
Quote of NTE $ 4,755.00 includes:
Labor and material for the following areas VP to Parkway and MacArthur
§ All Work to be performed between 8am and 3:30pm
§ Install Fiber and Mule Tape (Provided by others)
Excludes:
• Permit Fees
• Tax
• Repairing or excavating to find damaged or broken pipes
• Fiber
• Mule Tape
• Bonding
• Additional work not described above
Quote of NTE $7,835.00 includes:
Labor and material for the following areas Parkway to Samuel on MacArthur
§ All Work to be performed between 8am and 3:30pm
§ Install Fiber and Mule Tape (Appx 4700’) (Provided by others)
Excludes:
• Permit Fees
• Repairing or excavating to find damaged or broken pipes
• Fiber
• Mule Tape
• Tax
• Additional work not described above
Quote of NTE $4,714.60 includes:
Labor and material for the following areas Deforest Lift Station
§ All Work to be performed between 8am and 3:30pm
§ Furnish and Install 12str SM Opti-tip Corning Fiber (appx 300’)
§ Install Traceable Mule Tape (Provided by others)
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
DEFOREST CONTINUED
§ Furnish and Install Wall Mount Rack Unit
§ Furnish and Install Rack Mount UPS
§ Install (1) 20a 120v Circuit to Rack
Excludes:
• Permit Fees
• Tax
• Repairing or excavating to find damaged or broken pipes
• Switch Gear
• Mule Tape
• Bonding
• Additional work not described above
Quote of NTE $42,597.90 includes:
Labor and material for the following areas Deforest Lift Station
§ All Work to be performed between 8am and 3:30pm
§ Furnish and Install (1) 2” Sleeve with Pipe (Appx 2300’)
§ Furnish and Install up to (6) 17” x 30” x 24” Poly-Crete Boxes
§ Conduit from Deforest Traffic Cabinet to the SW Side of Lake Park near
Driveway Entrance into Moore Rd Park
Excludes:
• Fiber
• Mule Tape
• Installation of Fiber or Mule Tape
• Rock or Concrete Cutting
• Any Steel Bores that may have to cross under Gas Line in the Park
• Max Depth 48”
• Damage to private utilities
• Tax
• Bonding
• Additional work not described above
Quote of NTE $39,812.10 includes:
Labor and material for the following areas Deforest Lift Station
§ All Work to be performed between 8am and 3:30pm
§ Furnish and Install (1) 2” Sleeve with Pipe (Appx 2100’)
§ Furnish and Install up to (6) 17” x 30” x 24” Poly-Crete Boxes
§ Conduit from SW Side of Lake Park near Driveway Entrance into Moore Rd Park
§ to Andrew Brown East N.E. Enclosure (Ground Box) through Moore Rd Park
Excludes:
• Fiber
• Mule Tape
• Installation of Fiber or Mule Tape
• Rock or Concrete Cutting
• Any Steel Bores that may have to cross under Gas Line in the Park
• Max Depth 48”
• Damage to private utilities
• 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
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
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: 2017-3582
File ID: Type: Status: 2017-3582 Agenda Item Agenda Ready
1Version: Reference: In Control: Human Resources
09/18/2017File Created:
Final Action: Holmes Murphy and Associates - FY2017-18File Name:
Title: Consider approval of consulting contract with Holmes Murphy and Associates
for employee benefits consulting, wellness services and other related benefit
programs in the amount of $105,000 annually, which is a continuation of
current fees, as budgeted and authorizing the City Manager to sign all
necessary documents.
Notes:
Agenda Date: 09/26/2017
Agenda Number: D.
Sponsors: Enactment Date:
Memorandum FY2017-18.pdf, Consulting Contract
FY2017-18.pdf, Addendum FY2017-18.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3582
Title
Consider approval of consulting contract with Holmes Murphy and Associates for employee
benefits consulting, wellness services and other related benefit programs in the amount of
$105,000 annually, which is a continuation of current fees, as budgeted and authorizing the City
Manager to sign all necessary documents.
Summary
Please see attached Memorandum.
Fiscal Impact:
Funds are budgeted in the Self Insurance Fund for this contract.
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3582)
Staff Recommendation:
Staff recommends approval.
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Vivyon V. Bowman, Director of Administration and Human Resources
Date: September 18, 2017
Reference: Approval of Benefits Consulting Services Contract
2030: Top Quality City Workforce
Introduction:
Consider approval of Consulting Contract with Holmes Murphy and Associates for employee benefits
consulting, wellness services and other related benefit programs in the amount of $105,000 as
budgeted and authorizing the City Manager to sign all necessary documents.
Analysis:
Holmes Murphy provides benefit consulting services to the City for all of its Health & Welfare plans.
The services performed include strategic advice, benefit plan design consulting, contract and renewal
negotiation, vendor recommendations, actuarial and budget support, and communication and open
enrollment support. The renewal increase is +0% over current fiscal year costs.
Legal Review:
This is a renewal of a previously reviewed agreement.
Fiscal Impact:
These costs have been budgeted in the City’s Insurance Fund.
Recommendation:
The city staff recommends the Mayor and City Council approval of the Holmes Murphy and
Associates renewal proposal as outlined above.
1
Professional Services Agreement
THE STATE OF TEXAS)
DALLAS COUNTY OF TEXAS)
This contract is made and entered into by and between the CITY OF COPPELL, a home rule
municipal corporation, of Dallas County, Texas, (hereinafter referred to as "CITY") and Holmes Murphy
and Associates having a principal place of business at 12712 Park Central Drive, Suite 100
Dallas, TX 75251, (hereinafter referred to as "CONTRACTOR").
1. PURPOSE
The purpose of this Contract is to state the terms and conditions under which CONTRACTOR
shall provide Employee Benefit Consultant Services.
2. DESCRIPTION OF SERVICES
CONTRACTOR'S services hereunder shall include, but shall not be limited to, the following:
A. CONTRACTOR shall perform all the services as set forth and agreed to by the CITY
attached hereto as Exhibit "A" and "B" inclusive of agreed to Contractor's fees for
Required Services, both of which are made a part of this Contract for all purposes; should
there be any future conflict between the terms of the Required Services and rates for the
Required Services as provided by the Contractor, the agreed to terms of this Contract shall
be final and binding.
B. CONTRACTOR shall work closely with the Director of Administration/Human
Resources or his/her designee (hereinafter referred to as "City Staff" and appropriate
CITY officials) and perform any and all related tasks required by City Staff in order to
fulfill the purposes of this Contract.
C. CONTRACTOR shall deliver all data, reports and documents which result from its
services to City Staff in such form as is satisfactory to the City Staff.
D. CONTRACTOR shall work through the appropriate City Staff to obtain all pricing and
proposals by means that comply with State and Federal Laws.
2
3. PERFORMANCE OF SERVICES
CONTRACTOR and its employees or associates shall perform all the services under the Contract.
CONTRACTOR agrees to assign David Gibson as their primary representative for providing services as
set out in this contract and represent that all its other employees or associates who perform services under
the Contract shall be fully qualified and competent to perform the service described in Section 2.
4. TERM
The term of this Contract shall begin on November 1, 2017 and shall be considered for renewal
on November 1st of each subsequent year subject to City Staff recommendation and City Council
approval. CONTRACTOR understands and agrees that time is of the essence. All services, written
reports, and other data are to be completed and delivered to CITY by agreed upon dates and times within
the contract period unless an extension of time, based upon good reasons presented by CONTRACTOR,
is approved by City Staff.
5. PAYMENT FOR SERVICES
In consideration of the professional services to be performed by CONTRACTOR under the terms
of the Contract, CITY shall pay CONTRACTO R for services actually performed as set out in the
Compensation Section (IX) option 1 of the Scope of Services as defined in Exhibit "A" unless other
conditions necessitate additional services, which must be authorized in advance by the City Manager or
designee. CONTRACTOR'S charges for its services are not to exceed similar charges of
CONTRACTOR for comparable services to other customers. Payments to CONTRACTOR shall be in
the amount shown by the billings and other documentation submitted and shall be subject to City Staff's
approval. All services shall be performed to the satisfaction of City Staff, and CITY shall not be liable
for any payment under this Contract for services which are unsatisfactory and which have not been
approved by City Staff.
6. CHANGE IN SERVICES
CITY through its City Staff may request, from time to time, changes in the scope or focus of the
activities and services conducted or to be conducted by CONTRACTOR pursuant to the Contract. Any
such change which varies significantly from the scope of services set out in Section 2 and would entail a
significant increase in cost or expense to CONTRACTOR shall be mutually agreed on by
CONTRACTOR and the City Staff. Changes in the scope, which in the opinion of CONTRACTOR and
the City Staff would require additional funding by CITY, must first be authorized in advance by the City
Manager, his designee and/or City Council (if applicable).
7. CONFIDENTIAL WORK
No reports, information, project evaluation, project designs, data or any other documentation
developed by, given to, prepared by or assembled by CONTRACTOR under this Contract shall be
disclosed or made available to any individual or organization by CONTRACTOR without the express
prior written approval of the City Manager.
3
8. OWNERSHIP OF DOCUMENTS
Upon acceptance or approval by CITY, all reports, information and other data, given to, prepared
or assembled by CONTRACTOR UNDER THIS Contract, and any other related documents or items
shall become the sole property of CITY and shall be delivered to CITY upon request or at the termination
of this professional services agreement. CONTRACTOR may make copies of any and all documents for
its files.
9. CONTRACTOR'S LIABILITY
Approval of CITY shall not constitute nor be deemed a release of the responsibility and liability
of CONTRACTOR, its employees, agents or associates for the accuracy and competency for their
designs, reports, information, and other documents or services nor shall approval be deemed to be the
assumption of such responsibility by CITY for any defect, error or omission in the documents prepared
by CONTRACTOR, its employees, agents or associates.
10. INDEMNITY
CONTRACTOR shall defend, indemnify, and hold CITY whole and harmless against any and all
claims for damages, costs, and expenses to persons or property that may arise out of, or be occasioned
by or from any negligent act, error or omission of CONTRACTOR or any agent, servant, or employee
of CONTRACTOR in the execution or performance of this Contractual Agreement.
11. INSURANCE
A. CONTRACTOR shall during the term hereof maintain in full force and effect the following
insurance:
(i) a comprehensive general liability policy of insurance for bodily injury, death
and property damage insuring against all claims, demands or actions relating to the
CONSULTANT’s performance of services pursuant to this Agreement with a minimum
combined single limit of not less than $1,000,000.00 per occurrence and $2,000,000 in the
aggregate for injury to persons (including death), and for property damage;
(ii) A policy of automobile liability insurance covering any vehicles owned and/or
operated by CONSULTANT, its officers, agents, and employees, and used in the
performance of this Agreement with policy limits of not less than
$1,000,000.00 combined single limit and aggregate for bodily injury and property
damage;
(iii) statutory Worker’s Compensation Insurance at the statutory limits and
Employers Liability covering all of CONSULTANT’s employees involved in the provision
of services under this Agreement with policy limit of not less than
$1,000,000.00; and
(iv) Professional Liability/Errors and Omissions coverage covering negligent acts,
errors and omissions in the performance of professional services with policy limit of not less
than $1,000,000.00.
4
B. All insurance and certificate(s) of insurance shall contain the following provisions:
(1) name CITY as additional insured as to all applicable coverage with the exception of
Workers Compensation Insurance and Professional Liability/Errors and Omissions
coverage; and (2) provide for at least thirty (30) days prior written notice to CITY for
cancellation or non-renewal of the insurance; (3) provide for a waiver of subrogation against
CITY for injuries, including death, property damage, or any other loss to the extent the
same is covered by the proceeds of insurance, except for Professional Liability/Errors
and Omissions coverage. CONSULTANT shall provide written notice to CITY of any
material change of or to the insurance required herein.
C. All insurance companies providing the required insurance shall be
authorized to transact business in Texas and rated at least “A” by AM Best or
other equivalent rating service.
D. A certificate of insurance evidencing the required insurance and all endorsements shall
be submitted prior to commencement of services.
12. RIGHT OF REVIEW
CITY may review any and all of the services performed by CONTRACTOR under this Contract.
13. The following shall be conditions of, and a part of, the consideration of this Contract, to-wit:
CONFLICT OF INTEREST OF CITY EMPLOYEES
No officer or employee of the City shall have any financial interest, direct or indirect, in any
contract with the City or be financially interested, directly or indirectly, in the sale to the City of any
land, materials, supplies or services, except on behalf of the City as an officer or employee. Any
violation of this section shall constitute malfeasance in office and any officer or employee guilty thereof
may be subject to removal from his office or position. Any violation of this section, with knowledge,
express or implied, of the person or corporation contracting with the City shall render the contract
involved voidable by the City Manager.
5
CONFLICT OF INTEREST OF CONTRACTOR
Contractor shall not accept other employment or engage in outside activities incompatible with
the proper discharge of his duties and responsibilities with the City, or which might impair his
independent judgement in the performance of his duty to the City nor personally provide services for
compensation, directly or indirectly, to a person or organization who is requesting an approval,
investigation or determination from the City.
14. NONDISCRIMINATION
As a condition of this Contract, CONTRACTOR covenants that CONTRACTOR will take all
necessary actions to insure that, in connection with any work under this Contract, CONTRACTOR, his
associates and subcontractors, will not discriminate in the treatment or employment of any individual or
groups of individuals on the grounds of race, color, religion, national origin, age, sex, or physical
handicap unrelated to job performance, either directly, indirectly or through contractual or other
arrangements. In this regard, CONTRACTOR shall keep, retain and safeguard all records relating to the
Contract or work performed hereunder for a minimum period of three (3) years from final Contract
completion, with full access allowed to authorized representatives of the City, upon request, for purposes
of evaluating compliance with this and other provisions of the Contract.
15. CONTRACT PERSONAL
The Contract provides for personal or professional services, and the CONTRACTOR shall not
assign the Contract, in whole or in part, without the prior written consent of CITY.
16. TERMINATION
CITY may terminate this Contract upon Thirty (30) days written notice to CONTRACTOR with
the understanding that all services being performed under this Contract shall cease upon the date specified
in such notice. CONTRACTOR shall invoice for all services completed and shall be compensated in
accordance with the terms of this Contract for all such services performed by CONTRACTOR prior to
the date specified in such notice.
17. NOTICES
All notices, communications, and reports required or permitted under this Contract shall be
personally delivered or mailed to the respective parties by depositing same in the United States mail,
postage prepaid, or delivered electronically at the following addresses. Mailed notices shall be deemed
communicated as of five (5) days after mailing.
If intended for CITY, to:
Vivyon V. Bowman (vbowman@coppelltx.gov)
Director of Administration/Human Resources
City of Coppell
255 Parkway Blvd.
Coppell, TX 75019
6
If intended for CONTRACTOR, to:
Holmes Murphy and Associates
12712 Park Central Drive, Suite 100
Dallas, TX 75251
ATTN: David Gibson
17. INDEPENDENT CONTRACTOR
In performing services under this Contract, CONTRACTOR is performing services of the type
performed prior to this Contract, and CITY and CONTRACTOR by the execution of this Contract do
not change the independent status of CONTRACTOR. No term or provision of this Contract shall be
construed as making CONTRACTOR the agent, servant, or employee of CITY.
18. VENUE
The obligations of the parties to this Contract are performable in Dallas County, Texas, and if
legal action is necessary to enforce same, exclusive venue shall lie in Dallas County, Texas.
19. APPLICABLE LAWS
This Contract is made subject to the provisions of the Charter and ordinances of CITY, as
amended, and all applicable State and Federal laws.
20. GOVERNING LAW
This Contract shall be governed by and construed in accordance with the laws and court decisions
of the State of Texas.
21. LEGAL CONSTRUCTION
In case any one or more of the provisions contained in this Contract shall for any re ason be held
to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall
not affect any other provision thereof and this Contract shall be considered as if such invalid, illegal, or
unenforceable provision had never been contained in this Contract.
22. COUNTERPARTS
This Contract may be executed in any number of counterparts, each of which shall be deemed an
original and constitute one and the same instrument.
23. CAPTIONS
The captions to the various clause of this Contract are for informational purposes only and shall
not alter the substance of the terms and conditions of this Contract.
7
24. SUCCESSORS AND ASSIGNS
This Contract shall be binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors and, except as otherwise provided in this Contract,
their assigns.
25. ENTIRE AGREEMENT
This Contract embodies the complete agreement of the parties hereto, superseding all oral or
written previous and contemporary agreements between the parties and relating to matters in the
Contract, 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 Contract.
EXECUTED this 1st day of November, 2017, by the CITY, signing by its City and by CONTRACTOR.
BY ________________________________
Mike Land
City Manager, City of Coppell
CONTRACTOR:
Holmes Murphy and Associates
BY _________________________________
Dennis Bishop
President
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3583
File ID: Type: Status: 2017-3583 Agenda Item Agenda Ready
1Version: Reference: In Control: Human Resources
09/18/2017File Created:
Final Action: UMR, Inc.- FY2017-18File Name:
Title: Consider approval of contract for the renewal for third party claims
administration services with UMR, Inc. in the amount of $187,758 as
budgeted and authorizing the City Manager to sign all necessary documents.
Notes:
Agenda Date: 09/26/2017
Agenda Number: E.
Sponsors: Enactment Date:
Memorandum FY2017-18.pdf, Contract FY2017-18.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 09/26/2017City Council
Text of Legislative File 2017-3583
Title
Consider approval of contract for the renewal for third party claims administration services with
UMR, Inc. in the amount of $187,758 as budgeted and authorizing the City Manager to sign all
necessary documents.
Summary
Please see attached Memorandum.
Fiscal Impact:
Funds are budgeted in the Self Insurance Fund for this Contract Addendum.
Staff Recommendation:
Staff recommends approval.
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3583)
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Vivyon Bowman, Director of Administration and Human Resources
Date: September 18, 2017
Reference: Approval of renewal proposal for Administrative Services Agreement with UMR, Inc.
2030: Top Quality City Workforce
The City staff is recommending that we renew our existing contract with UMR for third party
administrative services. This will be the 11th year for the City of Coppell to retain UMR to administer
our medical and Rx plan and the City has been served well by the discounts in claims costs afforded
by our relationship with UMR and access to their PPO network. The renewal will be completed by
amending the existing Administrative Services Agreement.
Analysis:
The annual administrative fees for this contract year with UMR are $187,758.00 based on 355
covered employees. This represents a slight increase over current due to three additional employees
being covered and a slight increase in administrative fees. UMR administrative services include
medical, flexible spending, health reimbursement arrangement (HRA), claims processing, utilization
review, ID card generation, internet-based web portal for employees to access claims utilization, run
out claims administration, and United Health Care’s PPO network access. Also attached is UMR’s
initial renewal proposal, as well as the current administrative services agreement for your review.
The City’s Medical plan is a self-insurance plan where all medical claims are processed and
adjudicated on behalf of the City’s plan through a third-party administrator. The consequences on
not approving this proposal would result in the City either going back to the market for these services
or finding a fully insured carrier to cover the City’s workforce and abandoning the Self –insurance
funding method.
2
Legal Review:
The initial agreement was reviewed by the City Attorney’s Office and recommended changes were
made. This renewal proposal will be an addendum to the main agreement.
Fiscal Impact:
The cost is budgeted in the City’s Medical Self Insurance Fund.
Recommendation:
The city staff recommends the Mayor and City Council approval of the UMR renewal proposal as
outlined above.
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3584
File ID: Type: Status: 2017-3584 Agenda Item Agenda Ready
1Version: Reference: In Control: Human Resources
09/18/2017File Created:
Final Action: AIG-National Union Fire Insurance - FY2017-18File Name:
Title: Consider approval of a renewal policy for fully insured organ transplant
coverage with AIG-National Union Fire Insurance in the amount of $56,252.16
as budgeted and authorizing the City Manager to sign all necessary
documents.
Notes:
Agenda Date: 09/26/2017
Agenda Number: F.
Sponsors: Enactment Date:
Memorandum FY2017-18.pdf, Proposal FY2017-18.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 09/26/2017City Council
Text of Legislative File 2017-3584
Title
Consider approval of a renewal policy for fully insured organ transplant coverage with
AIG-National Union Fire Insurance in the amount of $56,252.16 as budgeted and authorizing
the City Manager to sign all necessary documents.
Summary
Please see attached Memorandum.
Fiscal Impact:
Funds are budgeted in the Self Insurance Fund for this renewal policy.
Staff Recommendation:
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3584)
Staff recommends approval.
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Vivyon Bowman, Director of Administration and Human Resources
Date: September 18, 2017
Reference: Approval of Organ Transplant Coverage
2030: Top Quality City Workforce
Introduction:
Please find the attached renewal proposal for Organ transplant coverage from AIG-National Union
Fire Insurance in the amount of $56,252.16 (a slight decrease over last year’s cost). This proposal is
for a fully insured policy to cover claims for organ transplants.
Analysis:
With few exceptions, most organ transplantation procedures are expensive and because of their high
cost, the City of Coppell decided several years ago to carve out the transplant procedure from its self-
insurance plan and purchase a fully insured plan as a separate policy. This decision helps protect the
City’s health plan from a catastrophic transplant claim while insuring the affected employee gets the
treatment needed from a designated center of excellence for a set annual fee.
If the City chooses not to purchase this fully insured product, all potential organ transplant claims
would be paid out of the Self-Insurance Fund, the fund would be at great risk of potentially one or
more catastrophic claims.
Legal Review:
This is a purchase of an insurance product and no agreement is warranted.
Fiscal Impact:
These costs have been budgeted in the City’s Medical Self-Insurance Fund.
Recommendation:
The city staff recommends the Mayor and City Council approval of the transplant renewal proposal
as outlined above.
Quote Date:06/05/2017
Underwriter:Josefina PanopioEmployer:
Producer:
Proposal:Sales:Guy Finley
CITY OF COPPELL
185861
Organ Transplant (Specified Disease) Proposal
Carrier:
Claims Admin.:
Holmes Murphy & Associates, Inc.
UMR Holdings, Inc.
National Union Fire Insurance
Quote Valid Until:10/01/2017
Effective Date:10/01/2017
This proposal contemplates the utilization of the above captioned Claims Administrator. Any deviation is a material change of fact rendering this proposal null and void.
One MacArthur Place Suite 620, South Coast Metro, CA 92707 Toll Free: 800-634-7462
AIG Benefit Solutions
Summary of Coverage
Russ Jehs
Vice President, Organ Transplant Product Management
Unlimited
See requirements in attached policy specimen
Evaluation through 365 days post transplant
Lifetime Maximum :
Notification / Coordination :
Transplant Benefit Period :
Reimbursement :
Transportation :
Experimental :
Pre-Existing Requirements :
Other Coverage / Services :
Rate :
Commission :
* 100% of covered transplant-related costs, including organ procurement, when
performed in-network.
* 80% of covered transplant-related costs up to scheduled maximum amount per
transplant when performed out-of-network (see policy)
$300 per day, $15,000 maximum for patient and companion. Coverage includes a
separate ambulance benefit.
Coverage for all phases of NCI Clinical Trials
Rates include 0% commission
8.22
Please refer to policy specimen
Pre-Ex is waived for current Participants (unless they are completing an established
Pre-Ex Waiting Period). However, Participants added from the acquisition of a new
group, affiliate, division, and/or subsidiary, are subject to a 12 month Pre-Ex Waiting
Period that begins on the date the acquisition is covered under the Policy. A Pre-Existing
Condition is any condition for which the Participant has within the past 24 months: been
advised that a transplant may be necessary; had a transplant consultation, workup, or
evaluation; been scheduled for a transplant consultation, workup, or evaluation; received
or has been listed to receive a transplant; received dialysis treatments; or been
diagnosed with Chronic Kidney Disease or End Stage Renal Disease. *
18.90
Single *
Family *
$0Policy Deductible :
Premium :56,252.16
$
$
$
* Rates and benefits are subject to state approval, and the 24 month Pre-Ex "look-back"
period may vary by state.
Page 1 of 2
No coverage of any kind is made effective by this quote transmitted. Sales Representatives, and brokers or agents, have no authority to make effective coverage, or enter into contracts on
behalf of the company. Coverage will be effective only after: (1) a quotation is issued by the company; (2) a completed and signed application and disclosure is received by the company; (3) the
application is approved by the company; (4) Written notice confirming effective coverage is issued by the company. This proposal supersedes all others previously issued to you, and all other
Proposals and Rate Quotations previously issued to you are void.
JCOLWELL 06/05/2017 10:52:03
Quote Date:06/05/2017
Underwriter:Josefina PanopioEmployer:
Producer:
Proposal:Sales:Guy Finley
CITY OF COPPELL
185861
Organ Transplant (Specified Disease) Proposal
Carrier:
Claims Admin.:
Holmes Murphy & Associates, Inc.
UMR Holdings, Inc.
National Union Fire Insurance
Quote Valid Until:10/01/2017
Effective Date:10/01/2017
This proposal contemplates the utilization of the above captioned Claims Administrator. Any deviation is a material change of fact rendering this proposal null and void.
One MacArthur Place Suite 620, South Coast Metro, CA 92707 Toll Free: 800-634-7462
AIG Benefit Solutions
Contingencies
For All Producers / Groups
*Explanation of any upcoming significant census changes (20%) within 30 days of effective date.
*Retirees are covered.
*Contract period is for 12 months from the effective date.
*Our information indicates that the licensed broker for this quote/proposal is David Shipley with Holmes Murphy & Associates, Inc. Only
appropriately licensed brokers can sell, solicit and negotiate insurance products with prospective AIG Benefit Solutions' customers.
For Non-Select Groups: In addition to the Information requested above, please provide the following:
(Attached Proposal is 'indication only' based on our Pooled Producer rates. The information requested below is to determine any variance from
pooled rates in order to determine our final underwriting position.)
Page 2 of 2
No coverage of any kind is made effective by this quote transmitted. Sales Representatives, and brokers or agents, have no authority to make effective coverage, or enter into contracts on
behalf of the company. Coverage will be effective only after: (1) a quotation is issued by the company; (2) a completed and signed application and disclosure is received by the company; (3) the
application is approved by the company; (4) Written notice confirming effective coverage is issued by the company. This proposal supersedes all others previously issued to you, and all other
Proposals and Rate Quotations previously issued to you are void.
JCOLWELL 06/05/2017 10:52:03
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3585
File ID: Type: Status: 2017-3585 Agenda Item Agenda Ready
1Version: Reference: In Control: Human Resources
09/18/2017File Created:
Final Action: Prudential Financial - FY2017-18File Name:
Title: Consider approval of the renewal contract for the procurement of Life,
Accidental Death and Dismemberment (AD&D) and Long-Term Disability
(LTD) with Prudential Financial in the amount of $272,989.18 as budgeted
and authorizing the City Manager to sign all necessary documents.
Notes:
Agenda Date: 09/26/2017
Agenda Number: G.
Sponsors: Enactment Date:
Memorandum FY2017-18.pdf, Contract FY2017-18.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 09/26/2017City Council
Text of Legislative File 2017-3585
Title
Consider approval of the renewal contract for the procurement of Life, Accidental Death and
Dismemberment (AD&D) and Long-Term Disability (LTD) with Prudential Financial in the
amount of $272,989.18 as budgeted and authorizing the City Manager to sign all necessary
documents.
Summary
Please see attached Memorandum.
Fiscal Impact:
Funds are budgeted in the Self Insurance Fund for this renewal contract.
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3585)
Staff Recommendation:
Staff recommends approval.
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Vivyon V. Bowman, Director of Administration and Human Resources
Date: September 18, 2017
Reference: Approval of Life, Accidental Death & Dismemberment, and Long-Term Disability
Insurance Coverage
2030: Top Quality City Workforce
Introduction:
Consider approval of the renewal contract for the procurement of Life, Accidental Death and
Dismemberment (AD&D) and Long-Term Disability (LTD) Insurance with Prudential Financial in
the amount of $272,989 annually, based on current number of covered employees, as budgeted and
authorizing the City Manager to sign all necessary documents.
Analysis:
These plans cover employees, and in certain instances dependents, for loss of life, limbs, and
disability while covered under this plan. The premium renewal increase is +4% over current fiscal
year costs and reflective of the current and expected utilization of these coverages. This revised
renewal is a decrease of original renewal, which was for a +14% increase over current.
Legal Review:
This is a purchase of an insurance product and no agreement is warranted.
Fiscal Impact:
These costs have been budgeted in the City’s Insurance Fund.
Recommendation:
The city staff recommends the Mayor and City Council approval of the Prudential Life/AD&D/Long-
Term Disability renewal proposal as outlined above.
Matt Grizzaffi
Premier Sales Executive - Dallas
Group Insurance
The Prudential Insurance Company of America
17950 PRESTON RD, SUITE 300
DALLAS, TX 75252
Phone: 214-750-5056
Fax: 214-750-5080
Email: matthew.grizzaffi@prudential.com
August 1, 2017
KRISTEN BERNARD
HOLMES MURPHY & ASSOCIATES LLC
3001 WESTOWN PARKWAY
WEST DES MOINES, IA 50266
RE: Renewal Coverage: Basic Life, Basic AD&D, Optional Life, Optional AD&D, LTD
Control Number: 08033
Policyholder Name: City of Coppell
On behalf of Prudential, I would like to thank you for the opportunity to provide coverage over the recent
policy period. As is customary this time of year, we have reviewed the rating and plan design for City of
Coppell program with Prudential.
The renewal evaluation has been completed and effective 10/01/2017, the following renewal rates will
apply.
Coverage: Current Rate: Renewal Rate: Action:
Basic Life $0.120 Per $1000 Vol $0.138 Per $1000 Vol +15%
Coverage: Current Rate: Renewal Rate: Action:
Basic AD&D $0.019 Per $1000 Vol $0.019 Per $1000 Vol 0%
Matt Grizzaffi
Premier Sales Executive - Dallas
Group Insurance
The Prudential Insurance Company of America
17950 PRESTON RD, SUITE 300
DALLAS, TX 75252
Phone: 214-750-5056
Fax: 214-750-5080
Email: matthew.grizzaffi@prudential.com
Coverage: Current Rate: Renewal Rate: Action:
Optional Life/Opt. Dep. Life
0 - 19: $0.056
20 - 24: $0.068
25 - 29: $0.081
30 - 34: $0.086
35 - 39: $0.107
40 - 44: $0.142
45 - 49: $0.212
50 - 54: $0.345
55 - 59: $0.586
60 - 64: $0.928
65 - 69: $1.536
70 - 74: $2.668
75 - 79: $4.440
80 - 84: $7.624
85 +: $7.624
0 - 19: $0.056
20 - 24: $0.068
25 - 29: $0.081
30 - 34: $0.086
35 - 39: $0.107
40 - 44: $0.142
45 - 49: $0.212
50 - 54: $0.345
55 - 59: $0.586
60 - 64: $0.928
65 - 69: $1.536
70 - 74: $2.668
75 - 79: $4.440
80 - 84: $7.624
85 +: $7.624
0%
Coverage: Current Rate: Renewal Rate: Action:
Optional AD&D Continue Continue 0%
Coverage: Current Rate: Renewal Rate: Action:
LTD $0.220 Per $100 CP $0.242 Per $100 CP 0%
Basic Life Renewal
A census was used in our evaluation of the 10/01/2017 Basic Life renewal. Based on the current inforce
rate to new manual rate relationship, it has been determined that the basic life rate will increase from
0.120 per $1,000 to 0.138 per $1,000, as of the renewal effective date. A 24 month rate guarantee will
apply through 10/01/2019, subject to the terms and conditions of your group insurance contract.
Matt Grizzaffi
Premier Sales Executive - Dallas
Group Insurance
The Prudential Insurance Company of America
17950 PRESTON RD, SUITE 300
DALLAS, TX 75252
Phone: 214-750-5056
Fax: 214-750-5080
Email: matthew.grizzaffi@prudential.com
Optional Life Renewal
A census was used in our evaluation of the 10/01/2017 Optional Life renewal. Based on the current
inforce rate to new manual rate relationship, it has been determined that the optional life rate will continue
as of the renewal effective date. A 24 month rate guarantee will apply through 10/01/2019, subject to the
terms and conditions of your group insurance contract.
Long Term Disability Renewal
A census was used in our evaluation of the 10/01/2017 LTD renewal. Based on the current inforce rate to
new manual rate relationship, it has been determined that the LTD rate continue as of the renewal
effective date. A 24 month rate guarantee will apply through 10/01/2019, subject to the terms and
conditions of your group insurance contract.
We appreciate the opportunity to provide Group Life coverage to City of Coppell and we look forward to
continuing to work with you to meet our client's benefit needs.
Please review the attached "Notice Regarding Producer Compensation" and share it with your client. The
client's payment of premium after the renewal date indicates that you and your client have received the
notice and agree with its contents
Please feel free to contact me with any questions you may have regarding the renewal. For any service
related questions, please contact your Account Consultant at 1-888-598-5671.
Sincerely,
Matt Grizzaffi
Premier Sales Executive
GL.2008.148 ED. 8.2016
NOTICE REGARDING PRODUCER COMPENSATION
External Producers
This section applies only if your producer is receiving
commission and/or supplemental compensation.
External producers are individuals or entities who represent you, the client, in the solicitation, negotiation or effectuatio n of the sale
of insurance as their producer or consultant of record. The specific functions of external producer's may vary but ca n include
guidance through the proposal process and coordination of the client's data with one or more carriers. External producers are not
Prudential employees and may have brokerage relationships with other insurance carriers. Please contact your produce r for further
information regarding their role during the proposal process and for information about any possible alternative quotes receiv ed
from other insurance carriers.
Producers who place business with Prudential may be eligible to receive commissi ons and supplemental compensation unless
you advise us otherwise.
Commissions are payable as a percentage of paid premiums or a fixed dollar amount for as long as the producer is recognized a s
the Producer of Record on your policy.
Under Prudential's Supplemental Commission Program (SCP), supplemental compensation ranges from 0% to 10% of group
insurance premium on Critical Illness, Accident, and Voluntary AD&D products and 0% to 7% of group insurance premium on all
other products. The actual percentage payable under Prudential's SCP is determined based on the aggregate annual premium
due on eligible cases that your producer has inforce with Prudential. The cost of supplemental compensation is not charged directly
to policies. As a result, your rates are unaffected whether or not your producer receives supplemental compensation. You or your
producer can elect to opt out of Prudential's SCP.
More information about eligibility criteria and payment calculation under Prudential's SCP is available to clients on Prudential's
website at www.prudential.com/scp. Questions regarding producer compensation may be e-mailed to grpins@prudential.com. Or,
if you would like to speak with someone about producer compensation, contact your Prudential representative or call (888) 598-
5671 from 8am to 5pm Eastern time.
Internal Producers
This section only applies if your contract is issued in the State of New York
Internal producers, including without limitation, sales representatives, account executives and other empl oyees providing sales
support, are individuals employed by The Prudential Insurance Company of America (Prudential) who are responsible for
representing Prudential and our product portfolio during the proposal process. Prudential provides sales compensatio n to such
internal producers when business is placed with our clients. Compensation varies based on the products placed, volume of
premium and cases placed with Prudential but generally can be identified as production payments, goal based payments,
profitability, and/or direct or indirect compensation related to high achievement. An internal producer may be entitled to one or all
of these types of compensation. Prudential is providing this disclosure on behalf of any and all such internal producers empl oyed
by Prudential in connection with the sales activity described herein.
You may obtain information about expected producer compensation, including information about alternative quotes, if any, based
in whole or part on the sale and additional information about the specific internal producers involved in this transaction. This
additional information regarding internal producer compensation may be requested via e -mail by writing to
GICompensation@prudential.com, or by calling 973-548-5100.
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3586
File ID: Type: Status: 2017-3586 Agenda Item Agenda Ready
1Version: Reference: In Control: Parks and
Recreation
09/19/2017File Created:
Final Action: NTCOG InterlocalFile Name:
Title: Consider approval of an Interlocal Cooperation Agreement between the North
Central Texas Council of Governments (NCTCOG) and City of Coppell for a
Regional Trail Connections to Rail Stations Project; and authorizing the Mayor
to sign.
Notes:
Agenda Date: 09/26/2017
Agenda Number: H.
Sponsors: Enactment Date:
Memo.pdf, Map.pdf, Interlocal Cooperation
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 09/26/2017City Council
Text of Legislative File 2017-3586
Title
Consider approval of an Interlocal Cooperation Agreement between the North Central Texas
Council of Governments (NCTCOG) and City of Coppell for a Regional Trail Connections to
Rail Stations Project; and authorizing the Mayor to sign.
Summary
See attached memo.
Fiscal Impact:
There are funds available in the 2014 CRDC CIP account for this agreement.
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3586)
Staff Recommendation:
The Parks and Recreation Department recommends approval.
Goal Icon:
Sustainable City Government
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Brad Reid, Director of Parks and Recreation
Date: September 26, 2017
Reference: Consider approval of an Interlocal Cooperation Agreement Between the North
Central Texas Council of Governments (NCTCOG) and City of Coppell for design
services in support of a Regional Trail Connections to Rail Stations Project.
2030: Sustainable City Government Strategy: Excellent and Well-Maintained
Infrastructure and Facilities
Introduction:
On January 12, 2017, the Regional Transportation Council (RTC) approved Congestion Mitigation and Air
Quality Improvement Program funds and local matching funds, (to) conduct preliminary engineering of the
Lewisville-Carrollton-Coppell Regional Trail Connections to Rail Station Project. This project will prepare a
design development schematic and environmental summary for a Regional Veloweb shared-use path (trail)
facility from the Denton County Transportation Authority (DCTA) Hebron Station in Lewisville to the
Campion Trail in Irving, with additional regional path connections to the North Carrollton/Frankford Dallas
Area Rapid Transit (DART) station, the Trinity Mills DART station, and the existing North Levee Trail
along Denton Creek in Coppell west of MacArthur Blvd.
NCTCOG received interest from the City of Lewisville, City of Carrollton, City of Coppell, Dallas County,
Denton County, the Dallas Area Rapid Transit, and the Denton County Transit Authority (“contributing
partners”) to equally split the local match requirement for the federal funding to conduct preliminary
engineering of the Lewisville-Carrollton-Coppell Regional Trail Connections to Rail Station Project.
Analysis:
The 2009 Coppell Community-Wide Trails Implementation Plan “...considers regional planning efforts being
made by the North Central Texas Council of Governments and the Dallas Area Rapid Transit authority, as
well as efforts being made by cities surrounding Coppell’s municipal boundaries.” Three primary objectives
were derived from the comments and concerns expressed through the public input process of the Trails
Implementation Plan, the following which supports the desire to participate in this study:
• Connections: Not only is there a need for trails to connect to one another, but also to key City
destinations, to adjacent City trail systems and to future DART stations.
2
This project includes trail connections from the DCTA Hebron Station in Lewisville with two DART stations
in Carrollton, and connections to existing and funded regional trails in northern and southern Coppell. The
City will designate a Project Manager to work directly with the NCTCOG to coordinate schedules, review
milestones and deliverables, facilitate interaction with the various departments of the municipality, elected
officials, and key stakeholders. The City will participate in the procurement of a consultant, through review
of the RFP and participation in the consultant selection process, and other needed tasks.
The total project cost for this Agreement is $625,000 ($500,000 Federal Congestion Mitigation and Air
Quality Improvement Funds + $125,000 local match of the SPONSORS). The project costs include
anticipated consultant expenses for completion of duties defined in Article 3 of the Agreement. The City of
Coppell is being asked to provide a total of seventeen thousand, eight hundred and fifty-seven dollars
($17,857.00) to support the project.
Legal Review:
The attached agreement was reviewed and approved by legal counsel.
Fiscal Impact:
The fiscal impact of this Agenda item is $17,857.
Recommendation:
The Parks and Recreation Department recommends approval of this item.
I2
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DRAFT DATE: 3/17/2017Note: All planned bikeway facility alignments are conceptual and will be determined through the preliminary engineering process.
Prelim inary engineering will determineone preferred alignment with only one crossing of IH-35E and SH 121 (Sam Rayburn Tollway).
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Document Path: I:\Sustainable_Development\ArcGIS\Bike_Ped\Projects\Regional Trail Corridors\Denton-Dallas_Regional_Trail\2016-02\Corridor Handout_DS_08.23.2016.mxd
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Corridors for Preliminary EngineeringRegional Trail Connections to Rail Stations
Fort Worth - Plano Regional Trail
Comm unity Shared-Use P aths and BikewaysOff-Street, Existing
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Interlocal Cooperation Agreement, TRN4701 Page 1
NCTCOG and City of Coppell
INTERLOCAL COOPERATION AGREEMENT
Between
THE NORTH CENTRAL TEXAS COUNCIL OF GOVERNMENTS
and
CITY OF COPPELL
for a
REGIONAL TRAIL CONNECTIONS TO RAIL STATIONS PROJECT
WHEREAS, the North Central Texas Council of Governments (NCTCOG) has been designated
as the Metropolitan Planning Organization for the Dallas-Fort Worth Metropolitan Area by the
Governor of Texas in accordance with federal law; and,
WHEREAS, the Regional Transportation Council (RTC), comprised primarily of local elected
officials, is the regional transportation policy body associated with NCTCOG and has been and
continues to be a forum for cooperative decisions on transportation; and,
WHEREAS, in March 2016 the RTC adopted Mobility 2040, the Metropolitan Transportation
Plan for North Central Texas, which identifies a variety of transportation options now and into
the future for creating a high quality of life in the Dallas-Fort Worth area; and,
WHEREAS, Mobility 2040 includes the Regional Veloweb which is a network of off-street
shared-use paths (trails) designed for non-recreational trip purposes by bicyclists, pedestrians,
and other non-motorized forms of transportation; and,
WHEREAS, on January 12, 2017 the Regional Transportation Council (RTC) approved
Congestion Mitigation and Air Quality Improvement Program funds and local matching funds,
conduct preliminary engineering of the Lewisville-Carrollton-Coppell Regional Trail Connections
to Rail Station Project; and,
WHEREAS, this project will prepare a design development schematic and environmental
summary for a Regional Veloweb shared-use path (trail) facility from the Denton County
Transportation Authority (DCTA) Hebron Station in Lewisville to the Campion Trail in Irving, with
additional regional path connections to the North Carrollton/Frankford Dallas Area Rapid Transit
(DART) station, the Trinity Mills DART station, and the existing North Levee Trail along Denton
Creek in Coppell west of MacArthur Blvd; and,
WHEREAS, by facilitating non-motorized travel in the area the project will reduce congestion
and vehicle emissions and enhance non-motorized travel opportunities to numerous existing
and planned destinations, including rail stations; and,
WHEREAS, NCTCOG received interest from the City of Lewisville, City of Carrollton, City of
Coppell, Dallas County, Denton County, the Dallas Area Rapid Transit, and the Denton County
Transit Authority (“contributing partners”) to equally split the local match requirement for the
federal funding to conduct preliminary engineering of the Lewisville-Carrollton-Coppell Regional
Trail Connections to Rail Station Project; and,
WHEREAS, it is the intent of NCTCOG and contributing partners to enter into separate
companion agreements for each contributing partners share of local match; and,
Interlocal Cooperation Agreement, TRN4701 Page 2
NCTCOG and City of Coppell
WHEREAS, the Interlocal Cooperation Act, Chapter 791 of the Texas Government Code provides
authority for the North Central Texas Council of Governments and the City of Coppell to enter into
this agreement for the provision of governmental functions and services of mutual interest; and,
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained
herein, the parties agree as follows:
1. Parties
This Interlocal Agreement, hereinafter referred to as the “Agreement”, is made and entered into
by and between the North Central Texas Council of Governments, hereinafter referred to as
“NCTCOG”, the City of Coppell, hereinafter referred to as the “City”. The City of Lewisville, the
City of Carrollton, the City of Coppell, Denton County, Dallas County, Denton County
Transportation Authority, and the Dallas Area Rapid Transit are hereinafter collectively referred
to as the “SPONSORS”. NCTCOG and the City may each be referred to as a “Party”, and may
be collectively referred to as “Parties” to this Agreement.
2. Purpose
This Agreement defines the terms and conditions for the Lewisville-Carrollton-Coppell Regional
Trail Connections to Rail Stations Project. Scope of work activities include the preliminary design
of a wide hard surface path, bike/pedestrian bridges, various at -grade and/or grade separated
railroad crossings, and trailheads. The project includes trail connections from the DCTA Hebron
Station in Lewisville with two DART stations in Carrollton, and connections to existing and funded
regional trails in northern and southern Coppell.
3. Duties
3.1 NCTCOG and/or NCTCOG’s consultant(s) will perform the tasks identified in the agreed
upon Scope of Work, which shall be drafted jointly by all SPONSORS.
3.2 NCTCOG will designate a Project Manager to work directly with the SPONSORS and
consultant(s) to complete the project.
3.3 City will designate a Project Manager to work directly with the NCTCOG to coordinate
schedules, review milestones and deliverables, facilitate interaction with the various
departments of the municipality, elected officials, and key stakeholders.
3.4 NCTCOG will serve as the Contract Manager and Procurement Administrator for this
Project. NCTCOG will coordinate with the SPONSORS to appropriately advertise the
Request for Proposals (RFP).
3.5 The NCTCOG Project Manager will oversee the consultant(s), review and approve
invoices and progress reports, and coordinate with the NCTCOG Project Review
Committee regarding meetings, schedules, deliverables, and other key project milestones
and events. Monthly progress reports will be provided to the SPONSORS upon request.
Communication with the consultant(s) will be coordinated through the
Interlocal Cooperation Agreement, TRN4701 Page 3
NCTCOG and City of Coppell
NCTCOG Project Manager.
3.6 The SPONSORS shall participate in the creation/definition of a Scope of Work for the
Request for Proposal (RFP) in substantial conformance with the Scope of Work described
in Article 2. The SPONSORS shall participate in the procurement of a consultant, through
review of the RFP and participation in the consultant selection process, and other needed
tasks. After contract execution, any modifications to the Scope of Work and addition of
final deliverables that increase the cost of the consultant(s) contract shall be deemed as
cost overruns and shall be agreed upon in writing in advance by the benefitting
SPONSOR(S) and be paid for by the SPONSOR(S) benefitting from the modification or
split equally among the SPONSORS as agreed upon in writing prior to incurring the cost,
subject to the approval of the City’s governing body, if necessary.
3.7 The Scope of Work and other required project deliverables may be modified in writing
without requiring an amendment to the Agreement.
4. Funding
4.1 The total project costs for this Agreement is $625,000 ($500,000 Congestion Mitigation
and Air Quality Improvement Funds + $125,000 local match of the SPONSORS). The
project costs include anticipated consultant expenses for completion of duties defined as
part of Article 3.
4.2 The SPONSORS shall provide funds to NCTCOG to support the project by issuing a
check payable to the North Central Texas Council of Governments within 30 days of
execution of this agreement. Issuance of a Notice to Proceed to the selected consultant
is contingent on receipt of funds from the SPONSORS or as otherwise mutually agreed.
a. The City of Coppell shall provide a total of seventeen thousand, eight hundred
and fifty-seven dollars ($17,857) in funds to NCTCOG to support the project. Any
interest earned on these funds will be retained by NCTCOG.
b. NCTCOG will enter into companion agreements with other contributing partners to
secure remaining local match. Other contributing partners include the City of
Lewisville, the City of Carrollton, Denton County, Dallas County, the Denton County
Transit Authority, and the Dallas Area Rapid Transit.
4.3 NCTCOG will return any unused portion of the funds to the SPONSORS at the completion
of the project.
4.4 Cost overruns approved by NCTCOG and the SPONSORS shall be funded in total by the
SPONSORS as set forth above in Article 3.4. SPONSORS shall provide a check payable
to the NCTCOG in the amount of the agreed upon cost overruns prior to such costs being
incurred or as otherwise mutually agreed. NCTCOG is not responsible for any costs other
than as outlined herein.
4.5 Each party paying for services under this Agreement must make those payments from
current revenues available to the paying party.
Interlocal Cooperation Agreement, TRN4701 Page 4
NCTCOG and City of Coppell
5. Term
5.1 This Agreement shall take effect on the date executed by the Parties and shall remain in
effect until it is terminated, subject to Article 4.2 above.
5.2 Either Party may terminate this Agreement by giving 30 days written notice to the other
Party, which terminates any obligation for further funding. The Parties may terminate
this Agreement at any time by mutual written concurrence.
5.3 This Agreement shall automatically terminate upon completion of the project.
6. Modification, Waiver and Severability
6.1 This Agreement and any exhibits, which may be attached, constitute the entire agreement
among the Parties. No waiver or modification of this Agreement shall be valid unless in
writing and signed by both Parties. Failure of the Parties to enforce or insist upon
compliance with any of the terms and conditions of this Agreement shall not constitute a
waiver or relinquishment of any such terms and conditions.
6.2 In the event that any one or more or the provisions of this Agreement shall for any reason
be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provisions thereof, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision had never been contained
herein.
6.3 This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original.
IN WITNESS HEREOF, the Parties have executed this Agreement in duplicate originals.
CITY OF COPPELL
Karen Selbo Hunt Date
Mayor
NORTH CENTRAL TEXAS COUNCIL OF
GOVERNMENTS
Mike Eastland Date
Executive Director
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3501
File ID: Type: Status: 2017-3501 Agenda Item Agenda Ready
2Version: Reference: In Control: Planning & Zoning
Commission
08/04/2017File Created:
Final Action: S-1029R-LI, Mechanical GarageFile Name:
Title: PUBLIC HEARING:
Consider approval of Case No. S-1029R-LI, Mechanical Garage (Northlake
635 Business Center, Lot 3, Block D), a rezoning from S-1029-LI (Special
Use Permit 1029-Light Industrial) to S-1029R-LI (Special Use Permit 1029
Revised-Light Industrial) to amend the SUP conditions and site plan to allow
the relocation and expansion of car repair facility to a total of 8,734 square
feet, to be located in Suite 160, 1203 Crestside Drive, at the request of
Anvant Vista II, LLC, being represented by Tho Lo.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 11.
Sponsors: Enactment Date:
Cover Memo.pdf, Staff Report.pdf, Site Plan.pdf,
Ordinance 297-A-66.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 PassApproved08/17/2017Planning & Zoning
Commission
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3501)
Marcie Diamond, Assistant Director of Community Development/Planning, introduced the case with
exhibits. Ms. Diamond stated that staff is recommending approval subject to the following conditions:
1. Automobile repair shall be limited to minor repair or replacement of parts, tires, tubes, and
batteries; diagnostic services; minor motor services such as grease, oil, spark plug, and filter
changing; tune-ups; emergency road service; replacement of starters, alternators, hoses, brake
parts; mufflers; performing state inspections and making minor repairs necessary to pass said
inspection; servicing of air-conditioning systems, and other similar minor services for motor vehicles
except heavy load vehicles, but shall not include major repair, rebuilding, or reconditioning of
engines or transmissions for motor vehicles; wrecker service with vehicle storage; collision services
including body, frame or fender straightening or repair; customizing; overall painting or paint shop.
2. Vehicle repair shall not occur outside of the building.
3. No vehicles shall be permitted to be parked in the fire lane at any time.
Tho Lo, Avant Vista II, LLC, P.O. Box 2481, Coppell, TX, 75019, was present to address questions
and concerns from the commission. Mr. Lo agreed with the conditions presented by staff.
Chairman Haas opened the Public Hearing and advised that no one signed up to speak and nobody
wished to speak. Chairman Haas closed the Public Hearing.
A motion was made by Vice Chairman Portman to recommend approval of this agenda item with the
conditions outlined by staff. Seconded by Commissioner Robinson; motion carried (7-0).
Aye: 7 - Chair Edmund Haas, Vice Chair Glenn Portman, Commissioner Sue Blankenship,
Commissioner Freddie Guerra, Commissioner Doug Robinson, Commissioner Vijay Sarma, and
Commissioner George Williford.
Action Text:
Chair Edmund Haas, Vice Chair Glenn Portman, Commissioner Sue
Blankenship, Commissioner Doug Robinson, Commissioner Vijay
Sarma, Commissioner George Williford, and Commissioner Freddie
Guerra
7Aye:
2 09/26/2017City Council
Text of Legislative File 2017-3501
Title
PUBLIC HEARING:
Consider approval of Case No. S-1029R-LI, Mechanical Garage (Northlake 635 Business
Center, Lot 3, Block D), a rezoning from S-1029-LI (Special Use Permit 1029-Light Industrial)
to S-1029R-LI (Special Use Permit 1029 Revised-Light Industrial) to amend the SUP
conditions and site plan to allow the relocation and expansion of car repair facility to a total of
8,734 square feet, to be located in Suite 160, 1203 Crestside Drive, at the request of Anvant
Vista II, LLC, being represented by Tho Lo.
Summary
Fiscal Impact:
None
Staff Recommendation:
On August 17, 2017, the Planning and Zoning Commission recommended approval of
S-1029R-LI, Mechanical Garage, subject to the following conditions:
Page 2City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3501)
1.Automobile repair shall be limited to minor repair or replacement of parts, tires, tubes,
and batteries; diagnostic services; minor motor services such as grease, oil, spark plug,
and filter changing; tune-ups; emergency road service; replacement of starters,
alternators, hoses, brake parts; mufflers; performing state inspections and making minor
repairs necessary to pass said inspection; servicing of air-conditioning systems, and
other similar minor services for motor vehicles except heavy load vehicles, but shall not
include major repair, rebuilding, or reconditioning of engines or transmissions for motor
vehicles; wrecker service with vehicle storage; collision services including body, frame
or fender straightening or repair; customizing; overall painting or paint shop.
2.Vehicle repair shall not occur outside of the building.
3.No vehicles shall be permitted to be parked in the fire lane at any time.
Goal Icon:
Business Prosperity
Page 3City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Mindi Hurley, Director of Community Development
Date: September 26, 2017
Reference: Consider approval of S-1029R-LI, Mechanical Garage (Northlake 635 Business Center,
Lot 3, Block D) to amend the SUP conditions and site plan to allow the relocation and
expansion of car repair facility to a total of 8,734 square feet, to be located in Suite 160,
1203 Crestside Drive
2030: Business Prosperity
Executive Summary:
Coppell Tire and Auto currently occupies a 2,400-sq. ft. space in one building and 5,758-square feet in
the adjacent building. They desire to vacate the existing 2,400 square foot space and consolidate into
one 8,734 square-foot facility.
Introduction:
Car repair activities have been occurring within this development for the past 27 years. The existing SUP
limits the car repair and sales activities to “Collector Types Automobile” subject to no outside sales or
storage. The consolidation of these two lease spaces will allow this company to function more efficiently.
There will be not changes to the existing exterior of the building except the relocation of the existing
customer doors north side of the building. The service bays will continue to be accessed from the west
side of the building. The signage will remain as is. An updated definition of minor car repair has been
added to the existing conditions that no vehicle repair shall occur outside of the building, and no vehicles
shall be permitted to be parked in the fire lane at any time.
Analysis:
On August 17, 2017, the Planning and Zoning Commission recommended approval of S-1029R-LI,
Mechanical Garage, subject to the following conditions:
1. Automobile repair shall be limited to minor repair or replacement of parts, tires, tubes, and
batteries; diagnostic services; minor motor services such as grease, oil, spark plug, and filter
changing; tune-ups; emergency road service; replacement of starters, alternators, hoses, brake
parts; mufflers; performing state inspections and making minor repairs necessary to pass said
inspection; servicing of air-conditioning systems, and other similar minor services for motor
vehicles except heavy load vehicles, but shall not include major repair, rebuilding, or
reconditioning of engines or transmissions for motor vehicles; wrecker service with vehicle
storage; collision services including body, frame or fender straightening or repair; customizing;
overall painting or paint shop.
2. Vehicle repair shall not occur outside of the building.
2
3. No vehicles shall be permitted to be parked in the fire lane at any time.
Legal Review:
This did not require city attorney review
Fiscal Impact:
None
Recommendation:
The Planning Department recommends approval.
Attachments:
1. Staff Report
2. Ordinance 297-A-66
3. Site Plan
ITEM # 04
Page 1 of 3
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
S-1029R-LI, Mechanical Garage (Northlake 635 Business Center, Lot 3, Block D)
P&Z HEARING DATE: August 17, 2017
C.C. HEARING DATE: September 26, 2017
STAFF REP.: Marcie Diamond
LOCATION: 1203 Crestside Dr, Suite 160
SIZE OF AREA: 3 acres of property
CURRENT ZONING: S-1029-LI (Special Use Permit 1029-Light Industrial)
REQUEST: To amend the SUP conditions and site plan to allow the relocation and expansion
of car repair facility to a total of 8,734 square feet.
APPLICANT: Tho Lo
Avant Vista II, LLC
P.O. Box 2481
Coppell, Texas 75019
972-897-7482
camelot_tl@hotmail.com
HISTORY: This three-building, office/retail/warehouse development was constructed in 1986.
Crestside Business Center is occupied with a variety of uses, from day care, dance
studio, to office and warehouse and a car repair facility. In 1989, City Council
approved an SUP for Jay’s Mechanical to allow “Collector Types Automobile
Sales” in Suite 160, subject to the following conditions:
1. Use restricted to collector type auto sales
2. No outside sales or storage
3. No mechanical work performed on site.
And, in Suite 210, an SUP was approved for “Auto Repair Shop for Collector Type
Vehicles” subject to:
1. Auto repair restricted to collector types autos
2. No Outside sales or storage.
Auto repair has been an active use in this center for over 27 years, and is currently
operating as Coppell Tire and Auto in both lease spaces.
HISTORIC COMMENT: There is no historic significance related to the subject property.
ITEM # 04
Page 2 of 3
TRANSPORTATION: Crestside Drive is a two lane-undivided street built within 60’ of right-of-way.
SURROUNDING LAND USE & ZONING:
North – Office/warehouse; LI (light Industrial)
South – Office/warehouse; LI (light Industrial)
East - Office/warehouse; LI (light Industrial)
West - Middle School West/9th Grade Center; C (Commercial)
COMPREHENSIVE PLAN: The Coppell 2030 Comprehensive Master Plan, adopted March 22, 2011, shows
the property as suitable for Industrial Special District uses.
DISCUSSION: As discussed in the History Section, car repair activities have been occurring within
this development for the past 27 years. The tenant currently occupies a 2,400-sq.
ft. space in one building and 5,758-square feet in the adjacent building. The tenant
is desiring to vacate the existing 2,400 square foot space and consolidate the two
lease spaces, in two buildings, into one 8,734 square-foot facility. This will allow
12 service bays as well as enlarged office and waiting areas. There will be not
changes to the existing exterior of the building except the relocation of the existing
customer doors on the north side of the building. The service bays will continue to
be accessed from the west side of the building. The signage will remain as is. The
existing SUP conditions which limit the use of this facility to sales and service of
“collector vehicles” will be replaced with a limitation of the repairs to be minor in
nature as defined in the Zoning Ordinance, and that the vehicle repair shall not
occur outside of the building and no vehicles shall be permitted to be parked in the
fire lane at any time”.
As indicated on the attached Site Plan this consolidation/expansion will result in
the reduction of the square footage devoted to the existing 10,499 square foot day
care center to 7,523 square feet. The Coppell Child Development Center has been
at this location for over 25 years, however does not require an SUP. Building code
requires a fire rated wall to provide adequate separation between these two uses.
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of S-1029R-LI, Mechanical Garage, subject to the following
conditions:
1. Automobile repair shall be limited to minor repair or replacement of parts, tires,
tubes, and batteries; diagnostic services; minor motor services such as grease, oil,
spark plug, and filter changing; tune-ups; emergency road service; replacement of
starters, alternators, hoses, brake parts; mufflers; performing state inspections and
making minor repairs necessary to pass said inspection; servicing of air-
conditioning systems, and other similar minor services for motor vehicles except
heavy load vehicles, but shall not include major repair, rebuilding, or
reconditioning of engines or transmissions for motor vehicles; wrecker service with
vehicle storage; collision services including body, frame or fender straightening or
repair; customizing; overall painting or paint shop.
ITEM # 04
Page 3 of 3
2. Vehicle repair shall not occur outside of the building.
3. No vehicles shall be permitted to be parked in the fire lane at any time.
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. Ordinance 297-A-66
2. Site Plan
Automobile repair shall be limited to minor repair or
replacement of parts, tires, tubes, and batteries;
diagnostic services; minor motor services such as grease,
oil, spark plug, and filter changing; tune-ups; emergency
road service; replacement of starters, alternators, hoses,
brake parts; mufflers; performing state inspections and
making minor repairs necessary to pass said inspection;
servicing of air-conditioning systems, and other similar
minor services for motor vehicles except heavy load
vehicles, but shall not include major repair, rebuilding,
or reconditioning of engines or transmissions for motor
vehicles; wrecker service with vehicle storage; collision
services including body, frame or fender straightening or
repair; customizing; overall painting or paint shop.
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3506
File ID: Type: Status: 2017-3506 Agenda Item Agenda Ready
2Version: Reference: In Control: Planning & Zoning
Commission
08/08/2017File Created:
Final Action: PD-240R4R2-HC, North Gateway CenterFile Name:
Title: PUBLIC HEARING:
Consider approval of Case No. PD-240R4R2-HC, North Gateway Plaza, a
zoning change request from PD-240R4R-HC (Planned Development-240
Revision 4 Revised-Highway Commercial) to PD-240R4R2-HC (Planned
Development-240 Revision 4 Revision 2-Highway Commercial), to revise the
Concept Plan for an approximate 41,000 square foot commercial
development (a fitness center) on 5.3 acres of property located north of S.H.
121, approximately 420 feet west of N. Denton Tap Road, at the request of
Gateway, Ltd, being represented by Don Harrelson, Baird, Hampton & Brown
Engineers.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 12.
Sponsors: Enactment Date:
Cover Memo.pdf, Staff Report.pdf, CONCEPT SITE
PLAN.pdf, CONCEPT LANDSCAPE PLAN.pdf, TREE
SURVEY.pdf, CONCEPT ELEVATION.pdf, EXTERIOR
ELEVATION MATERIALS.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 PassApproved08/17/2017Planning & Zoning
Commission
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3506)
Ms. Diamond introduced the case with exhibits. Ms. Diamond stated that staff is recommending
approval subject to the following conditions:
1. The Detail Plan shall be in accordance with the Development Regulations established in this
Concept Plan and overall PD conditions.
2. Tree Mitigation Plan/Tree Removal Permit shall be required to the removal of any trees.
3. Final Plat indicating all required easements and fire lanes shall be required.
4. The deceleration lane on Denton Tap serving the southern mutual access easement shall be
constructed and accepted by the city prior to the issuance of a Certificate of Occupancy for this
development.
5. Signage shall be in accordance with the Sign Ordinance. LA Fitness signage may be included on
the multi-tenant monument sign as approved on Lot 4 (Carl Jr's).
6. The brick screening wall shall be in place prior to vertical construction on-site.
Commissioner Portman asked Ms. Diamond if the screening wall is adequate to screen the faciliity
from the adjacent subdivision. Ms. Diamond stated that privacy will still be maintained by extending
the screening walls, and window placements, and that the facility will have to adhere to the City's
glare and lighting standards.
Don Harrelson, PE, Baird, Hampton & Brown, 4550 SH 360, Suite 180, Grapevine, Texas, 76051,
was present to address questions and concerns from the commission. Mr. Harrelson spoke about
the height of the windows in the facility and the concern for privacy of the neighbors. Mr. Harrelson
reassured the commission that there would be no issue with privacy.
Commissioner Guerra asked Mr. Harrelson if there would be any outdoor play areas around the
facility. Mr Harrelson stated that there is no plan to put in outdoor play areas.
Commissioner Robinson asked Mr. Harrelson about the elevation of the facility and the elevation of
the houses in the subdivision. Mr. Harrelson stated that the elevation of the facility will help to lessen
the visual impact of those homes.
Chairman Haas asked about the hours of operation for this facility. Mr. Harrelson stated that the
standard operating hours are from 8 A.M. to 10 P.M.
Chairman Sarma asked if they are using the same color brick as the rest of the commercial
buildings. Mr. Harrelson stated that it is the owner's intention to match the existing materials on the
color board.
Mr. Harrelson agreed with the conditions presented by staff.
Chairman Haas opened the Public Hearing. The following person spoke:
Sheryl Griffin, 747 Kilbridge Ln, Coppell, Texas, 75019. Ms. Griffin wanted to know how the zoning
change will affect the homeowners' property values in the adjacent subdivision. Ms. Diamond let Ms.
Griffin know that the zoning change will only affect the property on that lot, not the homes in the
subdivision.
Chairman Hass closed the Public Hearing.
A motion was made by Commissioner Robinson to recommend approval of this agenda item with
the conditions outlined by staff. Seconded by Commissioner Blankenship; motion carried (7-0).
Aye: 7 - Chair Edmund Haas, Vice Chair Glenn Portman, Commissioner Sue Blankenship,
Commissioner Freddie Guerra, Commissioner Doug Robinson, Commissioner Vijay Sarma, and
Commissioner George Williford.
Action Text:
Page 2City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3506)
Chair Edmund Haas, Vice Chair Glenn Portman, Commissioner Sue
Blankenship, Commissioner Doug Robinson, Commissioner Vijay
Sarma, Commissioner George Williford, and Commissioner Freddie
Guerra
7Aye:
2 09/26/2017City Council
Text of Legislative File 2017-3506
Title
PUBLIC HEARING:
Consider approval of Case No. PD-240R4R2-HC, North Gateway Plaza, a zoning change
request from PD-240R4R-HC (Planned Development-240 Revision 4 Revised-Highway
Commercial) to PD-240R4R2-HC (Planned Development-240 Revision 4 Revision 2-Highway
Commercial), to revise the Concept Plan for an approximate 41,000 square foot commercial
development (a fitness center) on 5.3 acres of property located north of S.H. 121,
approximately 420 feet west of N. Denton Tap Road, at the request of Gateway, Ltd, being
represented by Don Harrelson, Baird, Hampton & Brown Engineers.
Summary
Fiscal Impact:
None
Staff Recommendation:
On August 17, 2017, the Planning and Zoning Commission recommended approval of
PD-240R4R2-HC, North Gateway Plaza, subject to the following conditions:
1.The Detail Plan shall be in accordance with the Development Regulations
established in this Concept Plan and overall PD conditions.
2.Tree Mitigation Plan/Tree Removal Permit shall be required to the removal of any
trees.
3.Final Plat indicating all required easements and fire lanes shall be required.
4.The deceleration lane on Denton Tap serving the southern mutual access easement
shall be constructed and accepted by the city prior to the issuance of a Certificate of
Occupancy for this development.
5.Signage shall be in accordance with the Sign Ordinance. LA Fitness signage may
be included on the multi-tenant monument sign as approved on Lot 4 (Carl Jr’s).
6.The brick screening wall shall be in place prior to vertical construction on-site.
Goal Icon:
Business Prosperity
Community Wellness and Enrichment
Page 3City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3506)
Page 4City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To : Mayor and City Council
From: Mindi Hurley, Director of Community Development
Date : September 26, 2017
Reference : Consider approval of PD-240R4R2-HC, North Gateway Plaza to revise the Concept Plan
for an approximate 41,000 square foot commercial development (a fitness center) on 5.3
acres of property located north to allow a fitness center located north of S.H. 121,
approximately 420 feet west of N. Denton Tap Road,
2030: Business Prosperity
Executive Summary:
The purpose of this Concept Plan Amendment is to combine three lots most recently designated for one
and two story offices and a drive-though restaurant into one lot for a fitness facility. If the Detail Site
Plan meets all the requirements and conditions of the PD, then it will be eligible for Administrate
Approval.
Introduction:
This request is to permit an approximate 41,000 square foot LA Fitness facility. Access will be via the
established mutual access easements from Denton Tap Road and S.H. 121. The 281 park ing spaces
provided exceeds the one to 200 square foot ratio required by zoning, however it addresses the
requirements of this user. The landscaped areas meet the requirements of the Landscape Ordinance and
the PD. The elevations of this building indicate the same materials and colors as established within this
PD. Given the residential adjacency to the north of this property, extra care has been given to window
placement and transparency. The windows which are closest to the ground are opaque glass bloc k, and
the clear windows are elevated to 9’ 8” from the ground, protecting the privacy of the abutting residences.
The existing brick screening wall separating this development from the residential neighborhood to the
north will be continued along this common property line.
Analysis:
On August 17, 2017, the Planning and Zoning Commission recommended approval of PD-240R4R2-
HC, North Gateway Plaza, subject to the following conditions:
1. The Detail Plan shall be in accordance with the Development Regulations established in this
Concept Plan and overall PD conditions.
2. Tree Mitigation Plan/Tree Removal Permit shall be required to the removal of any trees.
3. Final Plat indicating all required easements and fire lanes shall be required.
4. The deceleration lane on Denton Tap serving the southern mutual access easement shall be
constructed and accepted by the city prior to the issuance of a Certificate of Occupancy for
this development.
2
5. Signage shall be in accordance with the Sign Ordinance. LA Fitness signage may be included
on the multi-tenant monument sign as approved on Lot 4 (Carl Jr’s).
6. The brick screening wall shall be in place prior to vertical construction on-site
Legal Review:
This did not require city attorney review
Fiscal Impact:
None
Recommendation:
The Planning Department recommends approval.
Attachments:
1. Staff Report
2. Concept Site Plan
3. Concept Landscape Plan
4. Tree Survey
5. Concept Elevations
6. Exterior Elevation Materials
ITEM # 5
Page 1 of 3
CITY OF COPPELL
PLANNING DEPARTMENT
STAFF REPORT
PD-240R4R2-HC, North Gateway Plaza, Lot 1R, Block A
P&Z HEARING DATE: August 17, 2017
C.C. HEARING DATE: September 26, 2017
STAFF REP.: Marcie Diamond, Assistant Director of Community Development/Planning
LOCATION: North of S.H. 121, approximately 420 feet west of N. Denton Tap Road
SIZE OF AREA: 5.3 acres of property
CURRENT ZONING: PD-240R4R-HC (Planned Development-240 Revision 4-Highway Commercial)
REQUEST: Revise the Concept Plan to allow an approximate 41,000 square foot commercial
development (fitness center).
APPLICANT:
Owner: Engineer:
Legacy Gateway Baird, Hampton & Brown
Steve Saxon Don Harrelson, PE
2929 Carlisle Street, Suite 365 4550 SH 360, Suite 180
Dallas, Texas 75204 Grapevine, Texas 76051
Phone: 214-361-5000 817-251-8550 x311
sds@legacycap.com dharrelson@bhbinc.com
HISTORY: The Conceptual PD and Preliminary Plat were approved on April 14, 2009, for a
nine-lot commercial development on 12.36 acres. A Detail Plan was approved to
allow the development of a 6,468-square-foot restaurant (Rosa’s Café) with a drive-
thru on 2.07 acres for Lot 5, Block A. A Detail Plan was also approved to allow
the development of an 8,100-square-foot structure with professional/medical office
uses (ENT for Children and Adair Allergy & Asthma) on 1.62 acres for Lot 9, Block
A. In May 2011, Lot 6, Block A, was approved for a 4,200-square foot medical
office building (Wilken Family Eye Care) on .67 acres. A restaurant/retail building
was approved on Lot 7R, Block A (1.88 acres), in June 2013 (Black Walnut Café
and Floyd’s Barber Shop). Each of these sites has since been developed and are
occupied.
In January 2013, a Detail Planned Development for the westernmost vacant
property was approved allowing for a two-story medical/office building with a
19,929-square-foot Emerus hospital and an 18,986-square-foot medical office.
This property was never final platted and no construction took place. In June 2016,
ITEM # 5
Page 2 of 3
the property was rezoned to the previously approved conceptual plan which allowed
a four-lot (five building) commercial development. Most recently, in August 2016,
the Detail Planned Development allowing for a Carl’s Jr., 2,656-square-foot drive-
thru restaurant was administratively approved by the Planning Director. The Final
Plat of Lot 4, Block A, for Carl Jr.’s was approved by the Planning and Zoning
Commission on September 15, 2016.
HISTORIC COMMENT: There is no historic significance related to the subject property.
TRANSPORTATION: State Highway 121 is a 140-foot, six-lane divided highway within a 450-foot right-
of-way.
SURROUNDING LAND USE & ZONING:
North – vacant; PD-240R4R-HC (Planned Development 240 Revision 4- Revised-
Highway Commercial)
South – vacant & Legacy Texas Bank; PD-133–HC (Planned Development-133–
Highway Commercial)
East - Rosa’s Café; PD-240R-HC (Planned Development 240 Revised - Highway
Commercial)
West - vacant; PD-240R4R-HC (Planned Development 240 Revision 4- Revised-
Highway Commercial)
COMPREHENSIVE PLAN: The Coppell 2030 Comprehensive Master Plan, adopted March 22, 2011, shows
the property as suitable for Freeway Special District uses.
DISCUSSION: As discussed above, there has been a significant amount of zoning, rezoning and
platting activities on this 12-acre tract since 2009. North Gateway Plaza currently
contains to two restaurants (Black Walnut Café and Rosa’s Café), medical and
general offices, a barber shop and a third proposed restaurant, Carl Jr’s which is
anticipated to be under construction in the near future. The subject 5-acre tract is
the last remaining tract to be developed.
The purpose of this Concept Plan Amendment is to combine three lots most recently
designated for one and two story offices and a drive-though restaurant into one lot
for a fitness facility. If the Detail Site Plan meets all the requirements and
conditions of the PD, then it will be eligible for Administrate Approval.
Specifically, this request is to permit an approximate 41,000 square foot LA Fitness
facility. This use will complement the other uses in this development. Access
will be via the established mutual access easements from Denton Tap Road and
S.H. 121. The 281 parking spaces provided exceeds the one to 200 square foot
ratio required by zoning, however it addresses the requirements of this user. The
landscaped areas meet the requirements of the Landscape Ordinance and the PD
provisions and are further enhanced due to the retention of the treed drainage area
ITEM # 5
Page 3 of 3
which is perpendicular to SH 121. A Tree Survey has been submitted with this
request and indicates that less trees will be removed than the previous proposal for
a free-standing emergency room on this site. However, a specific Mitigation Plan
will be required with the Detail Site Plan approval and prior to the removal of any
trees from this site.
The elevations of this building indicate the same materials and colors as established
within this PD. A majority of the façade is brick and stone, with a limited amount
of EFIS as an accent material. Given that there is residential adjacency to the north
of this property, extra care has been given to window placement and transparency.
The windows which are closest to the ground (approx. 7 feet) are opaque glass
block, and the clear windows are elevated to 9’ 8’ feet from the ground, protecting
the privacy of the abutting residences. The existing brick screening wall separating
this development from the residential neighborhood to the north will be continued
along this common property line.
RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION:
Staff is recommending APPROVAL of PD-240R4R2-HC, North Gateway Plaza, subject to the following
conditions:
1. The Detail Plan shall be in accordance with the Development Regulations established in this Concept
Plan and overall PD conditions.
2. Tree Mitigation Plan/Tree Removal Permit shall be required to the removal of any trees.
3. Final Plat indicating all required easements and fire lanes shall be required.
4. The deceleration lane on Denton Tap serving the southern mutual access easement shall be constructed
and accepted by the city prior to the issuance of a Certificate of Occupancy for this development.
5. Signage shall be in accordance with the Sign Ordinance. LA Fitness signage may be included on the
multi-tenant monument sign as approved on Lot 4 (Carl Jr’s).
6. The brick screening wall shall be in place prior to vertical construction on-site
ALTERNATIVES:
1. Approval of the request
2. Denial of the request
3. Modification of the request
4. Hold this request under advisement
ATTACHMENTS:
1. Concept Site Plan
2. Concept Landscape Plan
3. Tree Survey
4. Concept Elevations
5. Exterior Elevation Materials
EXIST
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SIGN COPPELL GREENS PHASE 1ZONED PD-134R-SF-7RESIDENTIALCLARINDA SQUIRESABS 1324 PG 155TR 1.6 ACS 1.5465VOL 20032424143ZONED HC - VACANTHIGHLANDDRIVEEFHEFH
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'EX. AREA DRAINSanitary Sewer Easement Volume 98146,Page 4736, D.R.Dallas,C.T., Volume4155, Page 21, D.R.Denton,C.T.10' Easement to Denton County ElectricCooperative, Inc. d/b/a COSERVElectric Doc # 2004-138839,D.R.Denton,C.T. (Tract 2)EFHEFH4804704
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470CONCEPT SITE PLANNORTH GATEWAY PLAZA5.32 ACRESLOT 1R, BLOCK 1NORTH GATEWAY PLAZA ADDITIONCLARINDA SQUIRES SURVEYABSTRACT NO. 1327DALLAS COUNTYCITY OF COPPELL, TEXASPD-240R4R2OWNER: LEGACY GATEWAY, LTD.2929 CARLISLE ST., SUITE 365DALLAS, TEXAS 75204(214) 361-5000CONTACT: STEVE SAXONSDS@LEGACYCAP.COMOWNER/APPLICANT: FITNESS INTERNATIONAL, LLC550 SILICON DR., SUITE 103SOUTHLAKE, TX 76092(817) 601-3509CONTACT: ROBERT LEEROBERTL@FITNESSINTL.COMENGINEER / REPRESENTATIVE: BAIRD, HAMPTON, & BROWN, INC.4550 SH 360, Suite 180GRAPEVINE, TX 76051(817) 251-8550CONTACT: DON HARRELSON, P.E.DHARRELSON@BHBINC.COM
WESTBOUND ACCESS ROADSTATE HIGHWAY 121DENTON TAP ROAD164.46'N89°48'36"W133.93'N60°32'54"W1
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NO.DESCRIPTION DATEDATE:PROJECT NUMBER:DRAWN BY:CHECKED BY:DESIGN BY:SHEETFITNESS INTERNATIONAL
LOT 1R, BLOCK A
NORTH GATEWAY PLAZA
SH-121 & DENTON TAP RD.
COPPELL, TX2017.715.0004550 State Hwy 360, Suite 180
Grapevine, TX 76051
mail@bhbinc.com 817.251.8550 bhbinc.com
TBPE Firm #44 TBPLS FIRM #10011302
Engineering & Surveying
Baird, Hampton & BrownAug 07, 2017Aug 07, 2017NWSECONCEPT LANDSCAPE PLAN
02
N89°4
8'
3
6
"
W
N89°5
4'
5
4
"
E
66.38'328.54'N23°26'05"EN24°04'21"E808.14'
N60°36'29"W
426.7
1'NO.DESCRIPTIONDATEDATE:
PROJECT NUMBER:
DRAWN BY:
CHECKED BY:DESIGN BY:
SHEETFITNESS INTERNATIONALLOT 1R, BLOCK ANORTH GATEWAY PLAZASH-121 & DENTON TAP RD.COPPELL, TX2017.715.0004550 State Hwy 360, Suite 180Grapevine, TX 76051mail@bhbinc.com 817.251.8550 bhbinc.comTBPE Firm #44 TBPLS FIRM #10011302Engineering & SurveyingBaird, Hampton & BrownAug 07, 2017
Aug 07, 2017TREE SURVEY03
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TK
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3580
File ID: Type: Status: 2017-3580 Agenda Item Agenda Ready
1Version: Reference: In Control: City Council
09/18/2017File Created:
Final Action: Wilson Family TrustFile Name:
Title: Consider and authorize City Manager to negotiate and execute a Purchase
and Sale Agreement, and any necessary agreements and instruments related
thereto, for the purchase of Lot 1R, Block A of the Wilson-Kirkland-Minyard
Addition, approximately .72 acres of land; and authorize the Mayor to execute
any acknowledgements.
Notes:
Agenda Date: 09/26/2017
Agenda Number: 13.
Sponsors: Enactment Date:
Wilson Family Trust - Memorandum.pdf, Wilson
Family Trust - Purchase and Sale Agreement .pdf,
Wilson Family Trust - Special Warranty Deed .pdf,
Wilson Family Trust - Deed Restriction.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3580
Title
Consider and authorize City Manager to negotiate and execute a Purchase and Sale
Agreement, and any necessary agreements and instruments related thereto, for the purchase of
Lot 1R, Block A of the Wilson-Kirkland-Minyard Addition, approximately .72 acres of land; and
authorize the Mayor to execute any acknowledgements.
Summary
The City has been leasing land owned by the Wilson family to house the Kirkland House and the
replica Minyard Store. Both buildings serve as museums that are maintained by the City but
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3580)
operated by the Coppell Historical Society. The Lease Agreement approved by City Council in
2014 stated the City would purchase all the land and structures owned by the Wilson family
when the Wilson family was ready to divest of the property.
Fiscal Impact:
The purchase price is $390,000 and will be provided by the General Fund - Undesignated Fund
Balance.
Staff Recommendation:
Staff recommends approval.
Goal Icon:
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
1
MEMORANDUM
To: Mayor and City Council
From: Mindi Hurley, Director of Community Development
Date: September 20, 2017
Reference: Consider and authorize City Manager to negotiate and execute a Purchase and Sale
Agreement, and any necessary agreements and instruments related thereto, for the
purchase of Lot 1R, Block A of the Wilson-Kirkland-Minyard Addition,
approximately .72 acres of land.
2030: Community Wellness and Enrichment, Sense of Community and Special Place to
Live
Executive Summary:
The Purchase and Sale Agreement will authorize the purchase of the .72 acres of land located at the
southeast corner of Bethel Road and S. Coppell Road.
Introduction:
The City entered into a Lease Agreement with the Wilson family in 2014. The Lease Agreement
allowed the City to use the family’s land located at the southeast corner of S. Coppell Road and
Bethel Road to relocate the Kirkland House and the replica Minyard Store. Both buildings serve as
museums that are maintained by the City but operated by the Coppell Historical Society.
The Lease Agreement states that the City will purchase the land where the Kirkland House and
replica Minyard Store are located when the Lease Agreement expires unless the Wilson family
request the purchase to happen sooner. It also states that the Wilson family will notify the City if
the family would like to divest of the remaining family property, which includes their family
homestead located at 417 W. Bethel Road. The Wilson family has notified the City that they are
ready to divest of all their family property, excluding Lot 2R, Block A of the Wilson-Kirkland-
Minyard Addition.
2
Analysis:
This item authorizes the City Manager to negotiate and execute a Purchase and Sale Agreement,
and all necessary agreements and instruments, to purchase the property the City is obligated to
purchase as well as the Wilson family homestead, which is located at 417 W. Bethel Road. The
City will be purchasing .72 acres of land. The structure located at 417 W. Bethel Road will also be
used as a museum that is maintained by the City.
Legal Review:
The documents were created by Bob Hager.
Fiscal Impact:
The purchase price is $390,000.
Recommendation:
Staff recommends approval.
Page 1 Purchase and Sale Agreement: City of Coppell
(TM 81884)
PURCHASE AND SALE AGREEMENT
This Purchase and Sales Agreement (“Agreement”) to buy and sell real property is entered between
Seller and Purchaser as identified below and is effective on the date (“Effective Date”) of the last of the
signatures by Seller and Purchaser as parties to this Agreement and acknowledgement by Title Company of
receipt of the Agreement.
Seller:
Wilson Family Trust by William Harlin Wilson, Trustee (collectively, “Seller”)
Seller’s Address: 417 West Bethel Road
Coppell, Texas 75019
Seller’s Attorney:
___________________________________
___________________________________
___________________________________
___________________________________
Telephone: (___) ___________________
Fax: (___) _________________
Email: _____________________
Seller’s Broker: None
Purchaser: City of Coppell, a Texas home rule municipality
Purchaser’s
Address:
Attn: Mike Land, City Manager
255 Parkway
Coppell, Texas
Purchaser’s
Attorney
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N. Akard, Suite 1800
Dallas, Texas 75201
Telephone: (214) 965-9900
Facsimile: (214) 965-0010
E-mail: rhager@njdhs.com
Purchaser’s
Broker:
None
Property: Lot 1R of Block A of the Wilson-Kirkland-Minyard Addition, an addition to the
City of Coppell, Dallas County, Texas
Inspection Period: The period commencing on the Effective Date and ending forty-five (45) days
after the Effective Date.
Earnest Money: $10,000.00, to be delivered to the Title Company not later than the fifth (5th)
business day after the Effective Date, which amount shall be applied to the
Purchase Price, and which, save and except $100.00 (which shall constitute the
non-refundable Option Fee) may be refundable as provided in this Agreement.
Page 2 Purchase and Sale Agreement: City of Coppell
(TM 81884)
Option Fee: $100.00, being the non-refundable portion of the Earnest Money (which amount
shall be non-refundable, except as may be otherwise expressly provided in this
Agreement), but which shall be applied to the Purchase Price.)
Closing Date: On or before thirty (30) days after the end of the Inspection Period, or other date
mutually agreed to by the parties in writing or on the date to which the Closing
Date is extended as authorized by this Agreement.
Purchase Price: THREE HUNDRED NINETY THOUSANDAND NO/100 DOLLARS
($390,000.00)
NOW, THEREFORE, in consideration of the sum of the payment of the Purchase Price and other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and
Purchaser agree as follows:
1. Sale and Purchase. Seller agrees to sell, and Purchaser agrees to purchase the Property as provided
in this Purchase and Sale Agreement (“Agreement”) for the Purchase Price and subject to additional
consideration set forth in this Agreement.
2. Title, Survey, Environmental Reports, and Lease.
(a) Not later than ten (10) days after the Effective Date, Seller shall, at Seller’s cost, deliver or
caused to be delivered to Purchaser:
(i) legible copies of all documents referenced in the Title Commitment;
(ii) any environmental or geotechnical studies or reports that Seller may have in
Seller’s possession as of the Effective Date with respect to the Property;
(iii) the most recent survey and plat of the Property that Seller has in its possession, if
any. Seller shall not be required to obtain a new survey of the Property;
(iv) copies of all tenant leases and rental agreement relating to tenants occupying the
Property and the additional information relating to such leases set forth in Exhibit “B,” attached
hereto and incorporated herein by reference;
(v) notices or other documents regarding any uncured violation of applicable laws,
rules, regulations, codes or ordinances regarding the Property, or relating to any actual or claimed
existence, release or disposal of any toxic or hazardous substance or waste in, upon or affecting the
Property, or relating to any pending or threatened litigation affecting the Property, if any; and
(vi) any other documents or written information in Seller’s possession relating to the
Property which may be reasonably requested by Purchaser.
(b) Not later than ten (10) days after the Effective Date, Purchaser shall, at Purchaser’s cost,
cause the Title Company to issue (i) a current commitment for an Owner’s Policy of Title Insurance for the
Property from in the amount of the Purchase Price, committing to insure to Purchaser the title to the
Property, subject to any easements or restrictions (existing or created pursuant hereto) benefiting or
burdening the Property, together with all exceptions or conditions to such title and (ii) tax certificate(s)
regarding the payment of ad valorem taxes owed on the Property for current and prior years.
Page 3 Purchase and Sale Agreement: City of Coppell
(TM 81884)
(c) Not later than thirty (30) days after the Effective Date hereof, Purchaser, at Purchaser’s
sole option, cost and expense (even if the Closing does not occur), may have a survey (the “Survey”) of the
Property prepared by a duly licensed Texas Registered Public Land Surveyor. The Survey shall be staked
on the ground, and the plat shall show the location of all improvements, highways, streets, roads, railroads,
rivers, creeks, or other water courses, fences, easements, and rights-of-way on or adjacent to the Property,
if any, and shall contain the surveyor's certification that there are no encroachments on the Property other
than what are listed on the Title Commitment and shall set forth a metes and bounds description of the
Property. Upon approval of the Survey by Seller, the legal description contained in said Survey shall be
used by the Parties as the legal description contained in the Special Warranty Deed and all other documents
related to this Agreement without the necessity of amending this Agreement. Notwithstanding the above,
Seller shall deliver to Purchaser the most recent survey obtained by Seller with respect to the Property, if
such is in Seller’s possession, and Purchaser may, at Purchaser’s sole option and in lieu of obtaining a new
survey, obtain a certificate from a surveyor subject to approval of the Title Company certifying that no
changes have occurred since the prior survey. Purchaser shall pay all costs and expenses in connect ion
with any Survey or survey modifications or certificates obtained by Purchaser in connection with the
Property, and such obligation of Purchaser shall survive any termination of this Agreement.
(d) Purchaser shall, not later than ten (10) days after Purchaser’s receipt of the last of the
Survey and Title Commitment (or after the expiration of the period for obtaining the Survey, if a Survey is
not obtained), notify Seller and Title Company of any objections to the Survey or Title Commitment related
to the Property. If there are objections by Purchaser, Seller may attempt to satisfy them prior to Closing,
but Seller shall not be required to do so. If Seller delivers written notice to Purchaser not later than the fifth
(5th) calendar day after Seller’s receipt of Purchaser’s objections that Seller is unable or unwilling to satisfy
such objections, Purchaser may, as its sole and exclusive remedies hereunder, either (i) waive such
objections and accept title as Seller is able or willing to convey, or terminate this Agreement by written
notice to Seller and the Title Company prior to the expiration of the Inspection Period or (ii) terminate this
Agreement without further liability to either Party, except as otherwise provided herein. If Purchaser elects
to terminate this Agreement pursuant to this Paragraph 2(d), the Earnest Money, less the Option Fee, shall
be refunded to Purchaser.
3. Inspection Period.
(a) During the Inspection Period, Purchaser and its agents, contractors, representatives,
consultants or employees shall have the right to enter upon the Property during regular business hours upon
reasonable notice and conduct such inspections, tests and studies as they may deem necessary. Seller be
responsible for securing from Seller’s tenants for Purchaser, its agents, contractors, representatives,
consultants or employees the right to enter any leased space to conduct Purchaser’s inspections of the
Property. If for any reason Purchaser determines not to purchase the Property, Purchaser may terminate this
Agreement by notifying Seller and Title Company in writing prior to the end of the Inspection Period, in
which event, neither Party shall have any further claim against the other under this Agreement, except as
otherwise provided herein, and Purchaser shall be entitled to a refund of the Earnest Money, but not the
Option Fee. If Purchaser does not timely terminate this Agreement under this Section 3, it shall have no
further right to do so under this Section 3; and Purchaser shall have waived its right to terminate this
Agreement for any reason whatsoever except for Seller’s default.
(b) Purchaser may enter the Property to conduct its inspection, but shall be solely responsible
for and shall promptly pay for any damages caused thereby. Purchaser shall repair any damage to the
Property it causes or that is caused by its agents, contractors, representatives, consultants or
employees, or any other party acting by or under the direction of Purchaser (the “Purchaser
Parties”), and shall hold Seller, its representatives, officers, directors, and agents harmless from and
Page 4 Purchase and Sale Agreement: City of Coppell
(TM 81884)
against any and all claims, liabilities or damages to the Property or against Seller caused by the
intentional or negligent acts or omissions of the Purchaser Parties; provided, that Purchaser shall
not be required to hold Seller harmless for Purchaser’s discovery of any violations of any applicable
law, statute, rule, regulation, code or ordinance during such inspection, or discovery of any
preexisting conditions present at the Property. In the event Purchaser determines a violation of any
applicable law, statute, rule, regulation, code, or ordinance during inspection of the Property by the
Purchaser Parties, Purchaser agrees to hold Seller harmless from any such violations which are
determined to exist or have occurred without Seller’s knowledge.
In the event of any termination of this Agreement by any party, Purchaser shall restore the Property
to substantially the same condition which existed on the Effective Date to the extent in any changes to the
condition of the Property were made by the Purchaser Parties.
The provisions of this paragraph 3 shall expressly survive any termination of this Agreement or
any Closing.
4. Closing Date.
The closing of the sale of the Property shall occur on the Closing Date at the Title Company, or at
such other time as may be agreeable to the parties.
5. Closing Deliverables.
(a) At the closing of the Property, Seller shall deliver to the Title Company:
(i) a special warranty deed in form and substance reasonably acceptable to Seller and
Purchaser, conveying good and indefeasible title to the Property to Purchaser, free and clear of any
and all encumbrances except the Permitted Exceptions;
(ii) such documents as may be reasonably required by Title Company in order to cause
Title Company to issue a Texas owner’s policy of title insurance (or equivalent) in the amount of
the Purchase Price, insuring such title to the Purchaser, at Seller’s expense; and
(iii) possession of the Property, free of parties in possession, save and except Seller
shall be authorized to occupy and operate on and within the Property until December 31, 2017,
subject to the terms and conditions of a lease between Seller and Purchaser, the form and substance
of which shall be as set forth in the Seller’s Temporary Post-Closing Lease attached hereto as
Exhibit “A-1” and incorporated herein by reference, which Seller shall sign and deliver at Closing;
and further save and except such subtenants as authorized pursuant to Section 11 of the Agreement;
and
(iv) signed copies of all subleases and the early lease termination agreement as required
by Section 11, below, if not already delivered to Purchaser.
(b) At the Closing, Purchaser shall deliver to Seller through the Title Company:
(i) the Purchase Price in “good funds” as defined by Procedural Rule P-27 of the
Texas Title Insurance Basic Manual of the Texas Department of Insurance, less any funds on
deposit/in escrow with Title Company;
(ii) the Seller’s Temporary Post-Closing Lease, signed by Purchaser as Landlord; and
Page 5 Purchase and Sale Agreement: City of Coppell
(TM 81884)
(iii) such other documents as may be reasonably required by Title Company to close
the contemplated transaction.
6. Taxes.
Seller shall pay at or before Closing all ad valorem taxes, plus any penalties, interest, court costs,
and attorney’s fees, if any, due on delinquent amounts not paid, for tax years prior to the year in which
Closing occurs. In addition, Seller will pay at Closing the pro-rated amount of ad valorem taxes for the
Property for the calendar year of Closing in accordance with Texas Tax Code §26.11. PURCHASER IS A
POLITICAL SUBDIVISION OF THE STATE OF TEXAS AND EXEMPT FROM PAYMENT OF AD
VALOREM TAXES ON PROPERTY OWNED BY IT FROM AND AFTER THE DATE OF ITS
CONVEYANCE TO PURCHASER. Seller shall be responsible for payment of any rollback, open space
or other similar taxes applicable to the Property with respect to any period prior to Closing.
7. Closing Costs.
(a) Seller hereby agrees to pay and be responsible for the following closing costs, which
amounts may be deducted from the Purchase Price notwithstanding anything in this Agreement to the
contrary:
(i) All costs related to obtaining any release of mortgage, liens, or security interests
on the Property, including the costs or preparation and recording of any related releases of liens,
and the recording on any other instruments necessary to cure title matters including the recording
of the Wilson Deed or the replacement deed, as the case may be, as referenced in Section 2(e),
above;
(ii) All costs and expenses incurred by or on behalf of Seller, including Seller’s
attorney’s fees; and
(iii) Such other incidental costs and fees customarily paid by sellers of real property in
Dallas County, Texas, for transactions of a similar nature to the transaction contemplated herein.
(b) Purchaser hereby agrees to pay and be responsible for the following closing costs:
(i) All fees and costs for the Survey;
(ii) Title Company’s escrow fees;
(iii) All costs and expenses incurred by or on behalf of Purchaser, including Purchaser’s
attorneys’ fees and Broker fees as provided in Section 14(h);
(iv) All premiums and fees for the Owner’s Policy of Title Insurance, including any
optional endorsements, deletions and amendments requested by Purchaser, if any, including any
“survey amendment” coverage;
(v) The cost of all tax certificates relating to all taxes and other assessments incurred
or arising in relation to the Property;
(vi) Recording fees for the special warranty deed; and
Page 6 Purchase and Sale Agreement: City of Coppell
(TM 81884)
(vii) Such other incidental costs and fees customarily paid by purchasers of property in
Dallas County, Texas, for transactions of a similar nature to the transaction contemplated herein.
8. Permitted Exceptions.
The (i) lien for current taxes not yet due and payable, (ii) any matters shown on the Title
Commitment which are promulgated by law to appear in any title insurance commitment or policy, and (iii)
appropriate matters appearing on Schedule B of the Title Commitment that were not cured and to which
Purchaser failed to object or otherwise waived objection shall be deemed to be Permitted Exceptions.
Notwithstanding anything to the contrary herein, as a condition of Closing, Seller must resolve at Seller’s
sole cost the items that are listed on Schedule C of the Title Commitment which are by their nature Seller’s
responsibility, remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after
the Effective Date of this Agreement, and use due diligence to cure the title and survey objections that
Seller has agreed to cure.
9. Representations and Covenants.
(a) Seller's Warranties. Seller makes the following representations and warranties which are
true and accurate as of the Effective Date and as of Closing:
(1) Seller has no knowledge of any violations of city, county, state, federal, building,
land use, fire, health, safety, environmental, hazardous materials or other governmental or public
agency codes, ordinances, regulations, or orders with respect to the Property.
(2) No litigation is pending, and to the best of Seller’s knowledge, threatened with
respect to the Property or Seller's interest therein, or which would inhibit Buyer obtaining clear title
to the Property.
(3) To the best of Seller's knowledge, the Property is not contaminated with, nor
threatened with contamination from any chemical, material or substance to which exposure is
prohibited, limited or regulated by any federal, state, county, local or regional authority or which
is known to pose a hazard to health and safety and, to the best of Seller's knowledge, the Property
has never been used for a landfill, dump site, underground improvements, storage of hazardous or
regulated substances, or by a manufacturer of any product or for any other industrial use, nor, to
the best of Seller's knowledge, is the Property subject to any wetlands or other environmental
limitation (collectively, "Contamination") (the foregoing being the “Environmental Warranty”).
(4) Except as disclosed to Purchaser in writing, Seller has no knowledge of any
unrecorded leases, arrangements, agreements, understandings, options, contracts, or rights of first
refusal affecting or relating to the Property in any way other than the leases provided to Purchaser
pursuant to Section 2(a)(iv) of this Agreement.
(5) Except to the extent this Agreement provides otherwise or upon the agreement of
Seller, Seller will take no action to alter the condition of the Property as of the Effective Date of
this Agreement until Closing.
(6) The individuals signing this Agreement on behalf of Seller have the authority to
bind the Seller to the agreements set forth herein.
(b) Environmental Remediation Obligations. In the event the Environmental Warranty is
untrue, Seller agrees, at its sole cost and expense, to perform all acts necessary to cause the Property to
comply with all federal, state and local environmental laws, rules and regulations. Purchaser may postpone
Page 7 Purchase and Sale Agreement: City of Coppell
(TM 81884)
Closing until Seller does so, or postpone Closing and undertake actions necessary to fulfill Seller's
obligations hereunder and receive a credit against the Purchase Price for the expenses incurred by Purchaser
in fulfilling Seller's duties hereunder.
(c) Purchaser represents that it has authority to enter into this Agreement and that this
Agreement represents the legal, valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms.
The only representations made by any party concerning the Property and this Agreement are as set out in
this Section 9. The representations set forth in this Section 9 shall survive Closing.
10. Property Sold As Is.
(a) Purchaser represents that as of the Closing Date that it:
(i) will have fully inspected, or been provided the opportunity to inspect, the Property;
and
(ii) will have made all investigations as it deems necessary or appropriate and will be
relying solely upon its inspection and investigation of the Property for all purposes whatsoever,
including, but not limited to, the determination of the condition of the structures, improvements,
soils, subsurface, drainage, surface and groundwater quality, and all other physical characteristics;
availability and adequacy of utilities; compliance with governmental laws and regulations; access;
encroachments; acreage and other survey matters and the character and suitability of the Property.
(b) Purchaser acknowledges and agrees that the Property is being purchased and will be
conveyed “AS IS” with all faults and defects, whether patent or latent, as of the Closing.
(c) Except with respect to the special warranty of title contained in the deed from Seller
pursuant to this Agreement, Purchaser acknowledges and agrees that Seller has made no representations,
warranties, guarantees, statements or information, express or implied, pertaining to the Property, its
condition, any items, documents or other deliveries given to Seller, or any other matters whatsoever, made
to or furnished to Purchaser by Seller or any employee or agent of Seller, except as specifically set forth in
this Agreement.
(d) Condition of the Property until Closing; Cooperation; No Recording of Agreement
(1) Maintenance and Operation. Until closing, Seller will (i) maintain the Property
as it existed on the Effective Date, except for reasonable wear and tear and casualty damage; (ii)
use the Property in the same manner as it was used on the Effective Date; and (iii) comply with all
contracts, laws, and governmental regulations affecting the Property. Until the end of the Inspection
Period, Seller will not enter into, amend, or terminate any contract that affects the Property other
than in the ordinary course of operating the Property and will promptly give notice to Purchaser of
each new, amended, or terminated contract, including a copy of the contract, in sufficient time so
that Purchaser may consider the new information before the end of the Inspection Period. If Seller’s
notice is given within three (3) days before the end of the Inspection Period, the Inspection Period
will be extended for three (3) days. After the end of the Inspection Period, Seller may not enter
into, amend, or terminate any contract that affects the Property without first obtaining Purchaser’s
written consent.
Page 8 Purchase and Sale Agreement: City of Coppell
(TM 81884)
(2) Casualty Damage. Seller will notify Purchaser promptly after discovery of any
casualty damage to the Property. Seller will have no obligation to repair or replace the Property if
it is damaged by casualty before Closing and Buyer shall have no right to terminate this Agreement
as the result of such damage; provided, however, (i) Seller will convey the Property to Buyer in its
damaged condition, (b) Buyer shall receive a credit against the Purchaser Price in an amount equal
to the proceeds of any property insurance policies covering the Property to the extent of the amount
of such proceeds attributable to the cost to repair the casualty damage; and (c) Seller shall not be
entitled to continued possession and occupancy of the Property after Closing as provided in Section
5(a)(iii).
11. Additional Condition of Closing – Existing Leases:
(a) Purchaser acknowledges and understands that as of the Effective Date, the Property is
occupied by tenants of whom Seller represents are presently leasing space in the Property without benefit
of a written lease agreement and on a month-to-month basis (“the Month to Month Tenants”) the Property
pursuant to written lease agreement dated ______________ (“the Wilson Family Lease”). Purchaser agrees
to Close on the purchase of the Property subject to the Month to Month Tenants and the Wilson Family
Lease continued possession of the Property the Purchasing Tenant Lease, subject to Seller’s satisfaction of
the following conditions on or before the fifth (5th) business day before end of the Inspection Period:
(1) Seller has entered into a written lease agreement between Seller and each of the
Month to Month Tenants in a form reasonably satisfactory to Purchaser which contains
substantially the same terms set forth in Exhibit A-2, attached hereto and incorporated herein by
reference, the final form of which shall be subject to approval of Purchaser, which approval shall
not be unreasonably withheld;
(2) Seller has entered into an agreement with the tenant under the Wilson Family Lease
agreeing to terminate the Wilson Family Lease not later than December 31, 2017, by which date
the tenant under the Wilson Family Lease agrees to vacate the Property; and
(3) Seller has delivered to Purchaser fully signed copies of the agreements described
in (1) and (2), above.
In the event the foregoing conditions have not been satisfied on or before the fifth (5th) day before end of
the Inspection Period, the Inspection Period shall be automatically extended for a period of fifteen (15)
additional calendar days. In the event the foregoing conditions have not been satisfied on or before the fifth
(5th) day before end of the Inspection Period as extended by said 15-day period, Purchaser may, at its sole
option and discretion and before the end of the Inspection Period as extended, notify Seller that the
Inspection Period is to be extended for a period of up to thirty (30) additional days. In the event the
foregoing conditions have not been satisfied on or before the fifth (5th) day before end of the Inspection
Period as extended the second time, Purchaser shall have the right to terminate this Agreement and be
refunded the Earnest Money less the Option Fee, at which time the parties shall have no further liability to
each other pursuant to this Agreement.
(b) Seller shall have the right to retain all rent paid, if any, by the Month-to-Month Tenants
and the tenants after the Closing.
(c) Seller agrees that part of the Purchase Price is in consideration of Purchaser’s Agreement
to rent a portion of the premises under the Wilson Family Lease any costs related to relocation assistance
to which they may be entitled. Seller agrees to indemnify, defend, and hold Purchaser harmless with respect
Page 9 Purchase and Sale Agreement: City of Coppell
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to any claims made by the Month-to-Month Tenants and the tenant under the Wilson Family Lease for such
relocation assistance.
(d) The provisions of this Section 11 shall survive the Closing.
12. Remedies.
Except with respect to any indemnities and obligations set forth in Paragraph 3, and Seller’s right
to reasonable attorney’s fees in enforcing any part of this Agreement, if Purchaser defaults, Seller’s sole
remedy shall be to terminate this Agreement and retain the Earnest Money. If Seller defaults, Purchaser’s
sole remedy shall be to terminate this Agreement and obtain a refund of the Earnest Money and the Option
Fee. No termination shall occur pursuant to a default until the non -defaulting party has provided written
notice of default not less than ten (10) days prior to the proposed date of termination and the defaulting
party has failed to cure the default.
13. Notices.
Notices must be in writing and may be hand delivered and/or mailed by certified mail with return
receipt requested, or sent by facsimile transmission, to the addresses stated above. Notice given by delivery
service shall be effective upon receipt at the address of the addressee; notice given by mail shall be effective
upon earlier of actual receipt or three (3) days after placing the notice in a receptacle of the United States
Postal Service, postage prepaid and properly addressed, and notice sent by facsimile transmission shall be
effective upon electronic confirmation of receipt. In addition, copies of notices shall be provided to the
party’s attorney at the addresses indicated above.
14. Miscellaneous. This Agreement is subject to the following additional provisions and
conditions:
(a) Entireties. This Agreement, contain the entire agreement of the parties pertaining to the
purchase and sale, of the Property. The parties agree that there are no oral agreements, understandings,
representations or warranties made by the parties that are not expressly set forth in this Agreement. Any
prior written agreements, understandings, representations or warranties between the parties will be deemed
merged into and superseded by this Agreement, unless it is clear from the written document that the intent
of the parties is for the previous written agreement, understanding, representation or warranty to survive
the execution of this Agreement.
(b) Modifications. This Agreement may only be modified by a written document signed by
both parties.
(c) Assignment. Purchaser may not assign its rights under this Agreement, except (i) to any
entity controlling, controlled by, or under common control with, Purchaser, or (ii) to any person or entity
with the express written consent of Seller (which consent shall not be unreasonably withheld).
(d) Time is of the Essence. Time is of the essence with respect to the performance by the
parties of their respective obligations hereunder.
(e) Effective Date. The Effective Date of this Agreement shall be the last date on whi ch the
authorized representatives of all Parties have signed this Agreement, and the Title Company has
acknowledged in writing its receipt of this Agreement as so signed.
Page 10 Purchase and Sale Agreement: City of Coppell
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(f) Non-Business Day. If the final date of any period provided herein for the performance of
an obligation or for the taking of any action falls on a Saturday, Sunday, federal holiday, or a day on which
Seller’s main offices are not open for regular business, then the end of such period shall be extended to the
next day that is not one of the foregoing described days.
(g) Zoning. Seller assumes no obligation to change the current zoning on the Property.
(h) Brokers. Purchase and Seller acknowledge and agree that Purchaser’s Broker will be paid
a fee by Purchaser pursuant to a separate agreement between Purchaser and Purchaser’s Broker. Except as
provided in the foregoing sentence, both parties represent and warrant they have worked with no other
broker relative to this transaction and that no brokerage commission is due and payable upon the Closing.
To the extent allowed by law, each party agrees to indemnify, defend, and hold the other party harmless
from and against any costs, expenses or liability for any compensation, commission, fee, or charges that
may be claimed by any agent, finder or other similar party, other than the named Seller’s Broker, by reason
of any dealings or acts of the indemnifying party.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original for all purposes and constitute one and the same instrument; but in
making proof of this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
(j) Legal Construction. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions, and the Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained in it.
(k) Law Governing. This Agreement shall be construed under and in accordance with the laws
of the State of Texas; and venue for any action arising from this Agreement shall be in the State District
Court of Dallas County, Texas. The parties agree to submit to the personal and subject matter jurisdiction
of said court in any such action.
(l) 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.
(m) Attorneys’ Fees. The prevailing party in any legal proceeding brought to enforce this
Agreement, or brought relating to the transaction contemplated by this Agreement, will be entitled to
recover from the non-prevailing party’s court costs, reasonable attorneys’ fees and all other reasonable
related expenses.
(n) Recordation Not Permitted. In no event will this Agreement or any memorandum of this
Agreement be recorded by Purchaser in the Official Records. Any such recordation will constitute a default
under this Agreement by Purchaser entitling Seller to the remedies provided by Paragraph 12.
(o) Conveyance In Lieu of Eminent Domain Proceedings; Relocation Assistance. The Parties
understand, acknowledge, and agree that (i) Purchaser is a Texas home rule municipality which has the
power of eminent domain pursuant to the Constitution and laws of the State of Texas and (ii) Purchaser has
advised Seller that Purchaser desires to acquire the Property for a public purpose. The Parties further agree
that this Agreement constitutes a negotiated agreement between the Parties for the sale of the Property by
Seller to Purchaser order to avoid the time and expense that would be involved if Purchaser were required
to exercise it power of eminent domain to acquire the Property. Seller acknowledges and agrees that a
Page 11 Purchase and Sale Agreement: City of Coppell
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portion of the Purchase Price constitutes the complete and full satisfaction of the payment by Purchaser of
costs related to relocation assistance to which Seller might otherwise be entitled under Texas Property Code
§21.046, in association with the displacement of Seller from the Property pursuant to an acquisition of the
Property by Purchaser pursuant a petition in eminent domain.
[Signatures follow on immediately subsequent pages.]
Page 12 Purchase and Sale Agreement: City of Coppell
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SELLERS’ SIGNATURE PAGE
SIGNED AND AGREED this the _______ day of ___________________, 2017.
Seller:
Wilson Family Trust
By:
_______________________________________
William Harlin Wilson, Trustee
ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of _________________,
2017, by William Harlin Wilson.
[SEAL]
__________________________________________
Notary Public, State of Texas
My commission expires: _____________________
Page 13 Purchase and Sale Agreement: City of Coppell
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PURCHASER’S SIGNATURE PAGE
SIGNED AND AGREED this the ________ day of __________________, 2017.
CITY OF COPPELL, TEXAS
By: ___________________________________
Mike Land, City Manager
ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of _________________,
2017, by Mike Land.
[SEAL]
__________________________________________
Notary Public, State of Texas
My commission expires: _____________________
Page 14 Purchase and Sale Agreement: City of Coppell
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TITLE COMPANY RECEIPT OF AGREEMENT
Title Company acknowledges receipt of a copy of this Agreement executed by both Seller and
Purchaser on the ___ day of _______________________, 2017.
By:______________________________________
Page 15 Purchase and Sale Agreement: City of Coppell
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Exhibit A
Property Description
Page 16 Purchase and Sale Agreement: City of Coppell
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Exhibit “A-1” to Purchase and Sale Agreement
Form of Seller’s Temporary Post-Closing Lease
SELLER'S TEMPORARY POST-CLOSING LEASE
This Seller’s Temporary Post-Closing Lease (“Lease”) is entered into by and between the City
of Coppell, Texas (“Landlord”) and William Harlin Wilson (collectively “Tenant”) as of the Effective
Date.
Recitals
A. Pursuant to that certain Purchase and Sale Agreement dated and effective March __, 2017, between
Tenant and Landlord (“the Purchase Agreement”), Tenant has sold the following described
property to Landlord:
See Exhibit A
(also known as 417 West Bethel Road, Coppell, Texas) (“the Property”)
B. Pursuant to the provisions of the Purchase Agreement, Landlord agreed to lease the Property to
Tenant for a period of time after the Closing as additional consideration for the purchase of the
Property by Landlord, and now desires to enter into this Lease to set forth the agreement of the
parties regarding the leasing of the Property to Tenant.
NOW, THEREFORE, for and in consideration of the consideration stated in the Purchase
Agreement and the terms and conditions of this Lease, Landlord leases the Property to Tenant pursuant to
the following terms and conditions:
1. TERM: The term of this Lease commences on the date the sale covered by the Purchase Agreement
is closed and funded (“the Effective Date”) and terminates on December 31, 2017 unless terminated earlier
by reason of other provisions.
2. RENTAL: Tenant shall pay to Landlord no rental, it being expressly understood that continued
lease of the Property by Tenant after Closing was and is part of the consideration paid by Landlord for the
purchase of the Property.
3. DEPOSIT: Tenant shall not be required to pay to Landlord a Security Deposit.
4. UTILITIES: Tenant shall be solely responsible for payment of all charges for utilities provided to
and used on the Property during Tenant’s lease of the Property.
5. USE OF PROPERTY: Tenant may use the Property only for the purposes for which Tenant was
using the Property prior to Closing. Tenant may not assign this Lease or sublet any part of the Pro perty
except as authorized in the Purchase Agreement. Under no circumstances during the term of this Lease
shall the Tenant use, or authorize the use of, the Property in any manner which includes the use of any
hazardous or toxic substances or materials, or involves the storage or disposal of any such substances or
materials on the Property.
6. ANIMALS: Tenant may not keep any animals on the Property.
7. CONDITION OF PROPERTY: Tenant accepts the Property in its present condition and state of
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repair at the commencement of the Lease. Upon termination, Tenant shall surrender the Property to
Landlord in the condition required under the Purchase Agreement, except normal wear and tear and any
casualty loss. Notwithstanding anything to the contrary in this Section 7 or Section 8, below, Tenant may
retain ownership and remove any furniture, fixtures, equipment, and other personal property used by Tenant
in the operation of Tenant’s business which Tenant desires to retain; provided, however, Tenant shall not
remove any components of the electrical, heating, ventilation and air conditioning, or plumbing systems or
other components of the building including, but not limited to, windows, doors, and light and other electrical
fixtures without the written consent of Landlord. Notwithstanding the foregoing, Tenant may not remove
any fixture or equipment if doing so will result in damage to the structural integrity of the building, create
any condition that will constitute a violation of the environmental laws, rules, and/or regulations cited in
Section 11, below, or otherwise increase Landlord’s cost of demolishing the buildings on the Property.
8. ALTERATIONS: Tenant may not alter the Property or install improvements or fixtures without
the prior written consent of the Landlord. Any improvements or fixtures placed on the Property during the
Lease become the Property of Landlord.
9. INSPECTIONS: Tenant shall grant Landlord entry into the Property at reasonable times and with
notice of not less than one business day to inspect the Property. Tenant may be present at the times when
Landlord inspects the Property.
10. LAWS: Tenant shall, at Tenant’s sole expense: (a) comply with all laws, orders, ordinances, and
regulations of federal, state, county, and municipal authorities having jurisdiction over the Property arising
out of Tenant’s particular manner of use, (b) comply with any directive, order or citation made pursuant to
law by any public officer requiring abatement of any nuisance or which imposes upon Landlord or Tenant
any duty or obligation arising from Tenant’s occupancy or use of the Property, or required by reason of a
breach of any of Tenant’s obligations hereunder or by or through other fault of Tenant, (c) comply with all
insurance requirements applicable to the Property set forth in Section 14, and (d) indemnify and hold
Landlord harmless from any loss, cost, claim or expense which Landlord incurs or suffers by reason of
Tenant’s failure to comply with its obligations under clauses (a), (b), (c) or (d) above. If Tenant receives
notice of any such directive, order citation or of any violation of any law, order, ordinance, regulation or
any insurance requirements, Tenant shall promptly notify Landlord in writing of such alleged violation and
furnish Landlord with a copy of such notice.
11. ENVIRONMENTAL MATTERS. Tenant expressly assumes all risks associated with the
environmental condition of the Property caused by Tenant and Tenant’s officers, employees, contractors,
and guests. Tenant agrees it will comply strictly with all environmental laws, rules and regulations
pertaining to the Property, including but not limited to those rules and regulations found in 42 U.S.C. §§
6901-6987 (1982 & Supp. IV 1986); 40 CFR § 280; 53 Fed. Reg. 37,082 (1988); 53 Fed. Reg. 43322
(1988); 53 Fed Reg. 51,273 (1988); 42 U.S.C. §§ 9601-9675 (1982 & Supp. IV 1986); Tex. Water Code
Ann. § 26.343 (Vernon 1972); Tex. Admin. Code § 334; and Chapter 361 Texas Health and Safety Code
and all amendments and revisions thereto. Subject to Section 2.3, Tenant agrees to indemnify and save
harmless Landlord, its agents, servants, officers, and employees from and against any and all liabilities,
damages, claims, suits, costs (including court costs, reasonable attorneys’ fees, costs of investigation, and
costs of any clean up or remediation of the Property) and actions of any kind arising or alleged to arise by
reason of any violation of any environmental law, rule or regulation applicable to the Property, regardless
of whether or not such violation is the result of an intentional or negligent act or omission of Tenant, its
officers, employees, agents, or contractors.. If Tenant receives any notice with regard to any environmental
matter relating to the Property from any person or entity (including, without limitation, any governmental
agency), then Tenant shall promptly notify Landlord orally and in writing of said notice.
Page 18 Purchase and Sale Agreement: City of Coppell
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12. REPAIRS AND MAINTENANCE: The parties acknowledge and agree that neither Landlord nor
Tenant shall be required to conduct repairs to any part of the walls, doors, windows, roof, floors, foundation
(whether slab or pier and beam), or other structural elements of the Property, or plumbing (including both
water and gas), heating, air conditioning, or electrical systems on the Property. Tenant may make such
repairs at Tenant’s sole option and expense without any obligation for Landlord to reimburse Tenant for
such costs. It is expressly agreed by Tenant that the foregoing provisions are made as part of the
consideration between Landlord and Tenant with respect to the sale of the Property by Tenant to Landlord.
Tenant shall keep and maintain at Tenant’s expense the yards and other landscaping in a healthy, growing
condition in accordance with applicable ordinances of the City of Coppell; provided, however, Tenant shall
not be required to replace any diseased or dead plant materials.
13. INDEMNITY: LANDLORD SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, OR
INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING FROM ANY
OCCURRENCE ON THE PROPERTY. TENANT HEREBY WAIVES ALL CLAIMS AGAINST
LANDLORD, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN
THIS SECTION 13 AS “LANDLORD”) FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR
DEATH OF, ANY PERSON IN, UPON, OR ABOUT THE PROPERTY ARISING AT ANY TIME AND
FROM ANY CAUSE (INCLUDING SPECIFICALLY, WITHOUT LIMITATION, THE NEGLIGENCE
OF LANDLORD) OTHER THAN SOLELY BY REASON OF THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF LANDLORD. TENANT, FOR ITSELF AND ITS AGENTS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBTENANTS, LICENSEES,
CONCESSIONAIRES, INVITEES, SUCCESSORS AND ASSIGNS, EXPRESSLY ASSUMES ALL
RISKS OF INJURY OR DAMAGE TO PERSON OR PROPERTY, EITHER PROXIMATE OR
REMOTE, RESULTING FROM THE CONDITION OF THE PREMISES OR ANY PART THEREOF.
TENANT AGREES TO INDEMNIFY AND SAVE HARMLESS LANDLORD FROM AND AGAINST
ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS,
ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) AND ACTIONS OF ANY KIND ARISING
OR ALLEGED TO ARISE BY REASON OF INJURY TO OR DEATH OF ANY PERSON OR DAMAGE
TO OR LOSS OF PROPERTY OCCURRING ON, IN OR ABOUT THE PROPERTY OR BY REASON
OF ANY OTHER CLAIM WHATSOEVER OF ANY PERSON OR PARTY OCCASIONED OR
ALLEGED TO BE OCCASIONED BY ANY ACT OR OMISSION ON THE PART OF TE NANT OR
ANY MANAGER, OFFICER, DIRECTOR, SERVANT, AGENT, EMPLOYEE, REPRESENTATIVE,
CONTRACTOR, SUBCONTRACTOR, SUBTENANT, LICENSEE, CONCESSIONAIRE, INVITEE,
SUCCESSOR OR ASSIGN, OR BY ANY BREACH, VIOLATION OR NONPERFORMANCE OF ANY
COVENANT OF TENANT UNDER THIS LEASE, WHETHER SUCH LIABILITY, CLAIMS, SUITS,
COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED TO THE
CONCURRENT NEGLIGENCE OF LANDLORD. IF ANY ACTION OR PROCEEDING SHALL BE
BROUGHT BY OR AGAINST LANDLORD IN CONNECTION WITH ANY SUCH LIAB ILITY OR
CLAIM, TENANT, ON NOTICE FROM LANDLORD, SHALL DEFEND SUCH ACTION OR
PROCEEDINGS AT TENANT’S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY
SATISFACTORY TO LANDLORD. THE PROVISIONS OF THIS SECTION SHALL APPLY TO ALL
ACTIVITIES OF TENANT WITH RESPECT TO THE PROPERTY, WHETHER OCCURRING
BEFORE OR AFTER EXECUTION OF THIS LEASE. TENANT OBLIGATIONS UNDER THIS
SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF INSURANCE
MAINTAINED OR REQUIRED TO BE MAINTAINED BY TENANT UNDER THIS LEASE. THIS
PROVISION SHALL SURVIVE THE TERMINATION OF THIS LEASE.
14. INSURANCE: Throughout the Lease Term, Tenant shall, at Tenant’s expense, maintain
Commercial general liability insurance for bodily injury, death or property damage, insuring Tenant and
naming Landlord as an additional insured, against all claims, demands, or actions relating to the Property
on an occurrence basis, issued by and binding upon a solvent insurance company licensed to do business in
Page 19 Purchase and Sale Agreement: City of Coppell
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Texas, with a minimum combined single limit of not less than $1,000,000 per occurrence for injury to
persons (including death), and for property damage or destruction, including loss of use with $1,000,000
aggregate. In addition to other remedies provided in this Lease, if Tenant fails to maintain the insurance
required by this Section 14, Landlord may, but is not obligated to, obtain such insurance and Tenant shall
pay to Landlord upon demand as additional rental the premium cost thereof plus interest at the Maximum
Rate from the date of payment by Landlord until repaid by Tenant. Such policies shall insure operations
hazards, independent contractor hazards, contractual liability and products and completed operation
liability, in limits not less than $1,000,000 combined single limit for each occurrence for bodily inju ry,
personal injury and property damage liability.
15. EVIDENCE OF INSURANCE. Prior to the Effective Date and not later than ten (10) days after
any renewal date of any required insurance policies, Tenant shall furnish to Landlord a certificate of
insurance, copies of policy endorsements or other evidence of insurance in some manner acceptable to
Landlord, showing that Tenant is in compliance with the insurance coverage requirements of Sections 14
and 15 indicating the exclusions from coverage, if any. All insurance required by Sections 14 and 15 shall
be primary and noncontributing with any insurance that may be carried by Landlord. Landlord reserves the
right, from time to time throughout the Lease Term, to increase the minimum insurance limits set out abo ve
to ensure that adequate insurance is being maintained to the extent such increases are consistent with
industry standards. All insurance companies providing the required insurance under Sections 14 and 15
shall be authorized to transact business in Texas with a Best’s Insurance Rating of A or A+ or better,
selected by Tenant and approved by Landlord. All insurance and certificate(s) of insurance shall contain
or be endorsed to provide the following provisions:
(a) Name the Landlord, its officers, agents and employees as additional insureds as to
all applicable coverages with the exception of workers compensation insurance.
(b) Provide for at least thirty (30) days prior written notice to Landlord for cancellation
or non-renewal of the insurance.
(c) Provide for a waiver of subrogation against the Landlord for injuries, including
death, property damage, or any other loss to the extent the same is covered by the proceeds of
insurance.
16. SUBLEASING: (a) Without the express prior written consent of Landlord, which Landlord may
withhold in its reasonable discretion, Tenant shall not Transfer (as defined below) this Lease or any interest
herein or in the Property or any portion thereof. For purposes of this Section 16 and this Lease, each of the
following shall be deemed a transfer, assignment, or sublease of this Lease and/or of the Property (referred
to herein as a “Transfer”): (i) any assignment of the Lease or estate therein (an “Assignment”); (ii) any
sublease of all or any portion of the Property (a “Sublease”); (iii) any merger, consolidation or other
reorganization of Tenant; (iv) any mortgage or encumbrance granted against this Lease or estate therein;
(v) any change in control of Tenant, if Tenant is a privately owned corporation, partnership, limited liability
company, trust or other entity; or (vi) the grant of any license, concession, or other right, whether voluntary
or involuntary, by operation of law or otherwise, to any party other than Tenant to use or occupy the
Property or any portion thereof.
(b) Notwithstanding Paragraph (a), above, Tenant shall be authorized to sublease the Property
to the extent authorized by the Purchase Agreement. Tenant shall be entitled to retain as its sole property
any rent collected from all authorized subtenants. Tenant shall further be solely responsible and liable to
each authorized subtenant relating to the collection, accounting for, and any return of any security deposit
paid by such subtenants. Tenant shall remain primarily liable for the payment of all utilities for the Property,
notwithstanding any obligation of any subtenant to pay for utilities related to their respective leased
Page 20 Purchase and Sale Agreement: City of Coppell
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premises. Tenant hereby agrees to indemnify, defend, and hold City, its officers, employees, and agents
harmless for all damages and costs, including reasonable attorney’s fees which may be incurred by City
relating to defense of any claims made by any subtenant for any breach or default by Tenant of any lease
agreement with such subtenant of the Property. This Section 16 shall survive termination of this Lease.
17. DEFAULT: If Tenant fails to perform or observe any provision of this Lease and fails, within 24
hours after notice by Landlord, to commence and diligently pursue to remedy such failure, Tenant will be
in default.
18. TERMINATION: This Lease terminates upon expiration of the term specified in Section 1, above,
or upon Tenant's default under this Lease.
19. HOLDING OVER: Tenant shall surrender possession of the Property upon termination of this
Lease. Any possession by Tenant after termination creates a tenancy at sufferance and will not operate to
renew or extend this Lease. Tenant shall pay $500.00 per day during the period of any possession after
termination as damages, in addition to any other remedies to which Landlord is entitled. The failure of any
subtenant to vacate the Property on or before the date of termination of this Lease shall be deemed a
holdover by Tenant for purposes of this Lease.
20. ATTORNEY'S FEES: The prevailing party in any legal proceeding brought under or with respect
to this Lease is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable
attorney's fees.
21. NOTICES: All notices from one party to the other must be in writing and are effective when mailed
to, hand-delivered at, or transmitted by facsimile or electronic transmission as follows or at such other
address as the parties shall request in writing:
If to Landlord:
City of Coppell
Attn: Mike Land
255 Parkway
Coppell, Texas
With copy to:
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
Attn: Robert E. Hager
500 N. Akard, Suite 1800
Dallas, Texas 75201
If to Tenant:
William Harlin Wilson
417 W. Bethel Road
Coppell, TX 75019
With copy to:
21. GOVERNING LAW. This Lease shall be construed under and in accordance with the laws of the
State of Texas, without regards to any conflict of law rules, and all obligations of the Parties created
hereunder are performable in Dallas County, Texas. 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
jurisdiction of said court.
Page 21 Purchase and Sale Agreement: City of Coppell
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22. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Lease shall be construed as if such
invalid, illegal, or unenforceable provisions had never been contained herein.
23. MODIFICATION. No amendment, modification, or alteration of the terms hereof shall be
binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the Parties
hereto.
24. HEADINGS. The headings contained in this Lease are for convenience only and shall not enlarge
or limit the scope or meaning of the various and several articles hereof. Words in the singular number shall
be held to include the plural, unless the context otherwise requires.
25. CONSENTS. Any consent or approval by Landlord required or authorized under this Lease shall
be by the City Manager for the City of Coppell, Texas or designee. Any consent or approval by Tenant
required or authorized under this Lease shall be by such person designated in writing by Tenant from time
to time.
(signatures on following pages)
Page 22 Purchase and Sale Agreement: City of Coppell
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LANDLORD SIGNATURE
SIGNED AND AGREED for Landlord on the ____ day of ______________________, 2017.
City of Coppell, Texas
By:_______________________________________
Karen Selbo Hunt, Mayor
TENANT SIGNATURE
SIGNED AND AGREED this the _______ day of ___________________, 2017.
By:____________________________________
William Harlin Wilson
Page 1 Exhibit A-2 to Purchase and Sale Agreement
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Exhibit A-2
Form of Sublease Agreement
LEASE AGREEMENT
This Lease Agreement (“Lease”) is entered into by and between William Harlin Wilson
(collectively “Lessor”) and ____________________ (“Lessee”) as of the Effective Date.
Recitals
WHEREAS, pursuant to that certain Purchase and Sale Agreement dated and effective
____________, 2017, (“the Purchase Agreement”) between Lessor and the City of Coppell, Texas (“City”),
Lessor has agreed to sell the following described property to City:
See Exhibit A
(also known as 417 West Bethel Road, Coppell, Texas) (“the Property”); and
WHEREAS, as additional consideration for the sale of the Property to City, City has agreed to
lease the Property back to Lessor for a period of time after the Closing pursuant to the provisions of the
Purchase Agreement; and
WHEREAS, Lessee presently occupies approximately _____ square feet of the building located
on the Property, commonly known as 417 West Bethel Road, a single family residence (“the Lease
Premises”) on a month-to-month tenancy basis without benefit of a written lease agreement; and
WHEREAS, pursuant to the provisions of the Purchase Agreement, City has further agreed to
allow Lessor to continue to sublease the Property to Lessee for a period of time after the Closing; provided
that Lessor and Lessee enter into a written lease agreement that provides for termination of Lessee’s month-
to-month tenancy not later than December 31, 2017; and
WHEREAS, Lessor and Lessee now desire to enter into this Lease to set forth the agreement of
the parties regarding the leasing of the Leased Premises to Lessee.
NOW, THEREFORE, for and in consideration of the consideration stated in the Purchase
Agreement and the terms and conditions of this Lease, Lessor leases the Leased Premises to Lessee pursuant
to the following terms and conditions:
1. TERM: The term of this Lease commences on the date the sale covered by the Purchase Agreement
is closed and funded (“the Effective Date”) and terminates on December 31, 2017 (“the Lease Term”),
unless terminated earlier by reason of other provisions.
2. RENTAL: Lessee shall pay to Lessor rent in the amount of $____________ per month during the
Lease Term. All rent shall be payable to Lessor at its offices at _____________________________.
3. DEPOSIT: Lessee shall be required to pay to Lessor a Security Deposit in the amount of
______________________. At the end of the Lease Term and within 30 days after Lessee vacates the
Leases Premises, Lessor shall return the Security Deposit to Lessee less any amount of unpaid Rent due at
the end of the Lease Term. Lessee shall look only to Lessor for the return of the Security Deposit, it being
understood that City does not possess and has no liability with respect to the Security Deposit.
Page 2 Exhibit A-2 to Purchase and Sale Agreement
(TM 81884)
4. UTILITIES: Lessee shall be solely responsible for payment of all charges for utilities provided to
and used in the Leased Premises during Lessee’s lease of the Leased Premises.
5. USE OF PROPERTY: Lessee may use the Leased Premises only for the purposes for which
Lessee was using the Leased Premises prior to Effective Date of the Lease Term. Lessee may not assign
this Lease or sublet any part of the Leased Premises. Under no circumstances during the Lease Term shall
Lessee use, or authorize the use of, the Leased Premises or any portion of the Property in any manner which
includes the use of any hazardous or toxic substances or materials, or involves the storage or disposal of
any such substances or materials on the Property.
6. ANIMALS: Lessee may not keep any animals on the Property.
7. CONDITION OF LEASED PREMISES: Lessee accepts the Leased Premises in its present
condition and state of repair at the commencement of the Lease. Upon termination, Lessee shall surrender
the Leased Premises to City in the condition required under the Purchase Agreement, except normal wear
and tear and any casualty loss. Notwithstanding anything to the contrary in this Section 7 or Section 8,
below, Lessee may retain ownership and remove any furniture, fixtures, equipment, and other personal
property used by Lessee in the operation of Lessee’s business which Lessee desires to retain; provided,
however, Lessee shall not remove any components of the electrical, heating, ventilation and air
conditioning, or plumbing systems or other components of the building including, but not li mited to,
windows, doors, and light and other electrical fixtures without the written consent of Lessor and City.
Notwithstanding the foregoing, Lessee may not remove any fixture or equipment if doing so will result in
damage to the structural integrity of the building, create any condition that will constitute a violation of the
environmental laws, rules, and/or regulations cited in Section 11, below, or otherwise increase City’s cost
of demolishing the buildings on the Property.
8. ALTERATIONS: Lessee may not alter the Leased Premises or install improvements or fixtures
without the prior written consent of Lessor and City. Any improvements or fixtures placed on the Leased
Premises during the Lease become the property of City.
9. INSPECTIONS: Lessee shall grant Lessor and City entry into the Leased Premises at reasonable
times and with notice of not less than one business day to inspect the Leased Premises. Lessee may be
present at the times when Lessor inspects the Leased Premises.
10. LAWS: Lessee shall, at Lessee’s sole expense: (a) comply with all laws, orders, ordinances, and
regulations of federal, state, county, and municipal authorities having jurisdiction over the Leased Premises
arising out of Lessee’s particular manner of use, (b) comply with any directive, order or citation made
pursuant to law by any public officer requiring abatement of any nuisance or which imposes upon Lessor
or Lessee any duty or obligation arising from Lessee’s occupancy or use of the Leased Premises, or required
by reason of a breach of any of Lessee’s obligations hereunder or by or through other fault of Lessee,
(c) comply with all insurance requirements applicable to the Leased Premises set forth in Section 14, and
(d) indemnify and hold Lessor and City harmless from any loss, cost, claim or expense which Lessor and/or
City incur or suffer by reason of Lessee’s failure to comply with its obligations under clauses (a), (b), (c)
or (d) above. If Lessee receives notice of any such directive, order citation or of any violation of any law,
order, ordinance, regulation or any insurance requirements, Lessee shall promptly notify Lessor and City
in writing of such alleged violation and furnish Lessor and City with a copy of such notice.
11. ENVIRONMENTAL MATTERS. Lessee expressly assumes all risks associated with the
environmental condition of the Leased Premises caused by Lessee and Lessee’s officers, employees,
contractors, and guests. Lessee agrees it will comply strictly with all environmental laws, rules and
Page 3 Exhibit A-2 to Purchase and Sale Agreement
(TM 81884)
regulations pertaining to the Leased Premises, including but not limited to those rules and regulations found
in 42 U.S.C. §§ 6901-6987 (1982 & Supp. IV 1986); 40 CFR § 280; 53 Fed. Reg. 37,082 (1988); 53 Fed.
Reg. 43322 (1988); 53 Fed Reg. 51,273 (1988); 42 U.S.C. §§ 9601-9675 (1982 & Supp. IV 1986); Tex.
Water Code Ann. § 26.343 (Vernon 1972); Tex. Admin. Code § 334; and Chapter 361 Texas Health and
Safety Code and all amendments and revisions thereto. Lessee agrees to indemnify and save harmless
Lessor and City and their respective agents, servants, officers, and employees from and against any and all
liabilities, damages, claims, suits, costs (including court costs, reasonable attorneys’ fees, costs of
investigation, and costs of any clean up or remediation of the Leased Premises and/or the Property) and
actions of any kind arising or alleged to arise by reason of any violation of any environmental law, rule or
regulation applicable to the Leased Premises and the Property, regardless of whether or not such violation
is the result of an intentional or negligent act or omission of Lessee, its officers, employees, agents, or
contractors. If Lessee receives any notice with regard to any environmental matter relating to the Leased
Premises or the Property from any person or entity (including, without limitation, any governmental
agency), then Lessee shall promptly notify Lessor and City orally and in writing of said notice.
12. REPAIRS AND MAINTENANCE: The Parties acknowledge and agree that neither City nor
Lessor shall be required to conduct repairs to any part of the walls, doors, windows, roof, floors, foundation
(whether slab or pier and beam), or other structural elements of the Leased Premises, or plumbing (including
both water and gas), heating, air conditioning, or electrical systems on the Leased Premises. Lessee may
make such repairs at Lessee’s sole option and expense without any obligation for Lessor or City to
reimburse Lessee for such costs. It is expressly agreed by Lessee that the foregoing provisions are made as
part of the consideration by Lessor to not terminate Lessee’s month-to-month tenancy prior to December
31, 2017.
13. INDEMNITY: NEITHER LESSOR NOR CITY SHALL BE LIABLE FOR ANY LOSS,
DAMAGE, OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY
ARISING FROM ANY OCCURRENCE ON THE PROPERTY. LESSEE HEREBY WAIVES ALL
CLAIMS AGAINST LESSOR, CITY, AND THEIR RESPECTIVE OFFICERS, AGENTS AND
EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION 13 AS “RELEASED PARTIES”)
FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY PERSON IN, UPON,
OR ABOUT THE PROPERTY ARISING AT ANY TIME AND FROM ANY CAUSE (INCLUDING
SPECIFICALLY, WITHOUT LIMITATION, THE NEGLIGENCE OF THE RELEASED PARTIES)
OTHER THAN SOLELY BY REASON OF THE GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT OF THE RELEASED PARTIES. LESSEE, FOR ITSELF AND ITS AGENTS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBLESSEES, LICENSEES,
CONCESSIONAIRES, INVITEES, SUCCESSORS AND ASSIGNS, EXPRESSLY ASSUMES ALL
RISKS OF INJURY OR DAMAGE TO PERSON OR PROPERTY, EITHER PROXIMATE OR
REMOTE, RESULTING FROM THE CONDITION OF THE LEASED PREMISES OR ANY PART
THEREOF. LESSEE AGREES TO INDEMNIFY AND SAVE HARMLESS THE RELEASED PARTIES
FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS
(INCLUDING COURT COSTS, ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) AND
ACTIONS OF ANY KIND ARISING OR ALLEGED TO ARISE BY REASON OF INJURY TO OR
DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY OCCURRING ON, IN OR
ABOUT THE PROPERTY OR BY REASON OF ANY OTHER CLAIM WHATSOEVER OF ANY
PERSON OR PARTY OCCASIONED OR ALLEGED TO BE OCCASIONED BY ANY ACT OR
OMISSION ON THE PART OF LESSEE OR ANY MANAGER, OFFICER, DIRECTOR, SERVANT,
AGENT, EMPLOYEE, REPRESENTATIVE, CONTRACTOR, SUBCONTRACTOR, LICENSEE,
CONCESSIONAIRE, INVITEE, SUCCESSOR OR ASSIGN, OR BY ANY BREACH, VIOLATION OR
NONPERFORMANCE OF ANY COVENANT OF LESSEE UNDER THIS LEASE, WHETHER SUCH
LIABILITY, CLAIMS, SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE
ATTRIBUTED TO THE CONCURRENT NEGLIGENCE OF THE RELEASED PARTIES. IF ANY
Page 4 Exhibit A-2 to Purchase and Sale Agreement
(TM 81884)
ACTION OR PROCEEDING SHALL BE BROUGHT BY OR AGAINST ONE OR MORE OF THE
RELEASED PARTIES IN CONNECTION WITH ANY SUCH LIABILITY OR CLAIM, LESSEE, ON
NOTICE FROM LESSOR OR CITY, SHALL DEFEND SUCH ACTION OR PROCEEDINGS AT
LESSEE’S EXPENSE, BY OR THROUGH ATTORNEYS REASONABLY SATISFACTORY TO
LESSOR (IF THE RELEASED PARTY IS LESSOR OR SOMEONE ASSOCIATED WITH LESSOR)
OR CITY (IF THE RELEASED PARTY IS CITY OR SOMEONE ASSOCIATED WITH CITY). THE
PROVISIONS OF THIS SECTION SHALL APPLY TO ALL ACTIVITIES OF LESSEE WITH
RESPECT TO THE PROPERTY, WHETHER OCCURRING BEFORE OR AFTER EXECUTION OF
THIS LEASE. LESSEE’S OBLIGATIONS UNDER THIS SECTION SHALL NOT BE LIMITED TO
THE LIMITS OF COVERAGE OF INSURANCE MAINTAINED OR REQUIRED TO BE
MAINTAINED BY LESSEE UNDER THIS LEASE. THIS PROVISION SHALL SURVIVE THE
TERMINATION OF THIS LEASE.
14. INSURANCE: Throughout the Lease Term, Lessee shall, at Lessee’s expense, maintain
Commercial General Liability insurance for bodily injury, death or property damage, insuring Lessee and
naming Lessor and City as additional insureds, against all claims, demands, or actions relating to the
Property on an occurrence basis, issued by and binding upon a solvent insurance company licensed to do
business in Texas, with a minimum combined single limit of not less than $1,000,000 per occurrence for
injury to persons (including death), and for property damage or destruction, including loss of use with
$1,000,000 aggregate. In addition to other remedies provided in this Lease, if Lessee fails to maintain the
insurance required by this Section 14, Lessor may, but is not obligated to, obtain such insurance and Lessee
shall pay to Lessor upon demand as additional rental the premium cost thereof plus interest at the Maximum
Rate from the date of payment by Lessor until repaid by Lessee. Such policies shall insure operations
hazards, independent contractor hazards, contractual liability and products and completed operation
liability, in limits not less than $1,000,000 combined single limit for each occurrence for bodily injury,
personal injury and property damage liability.
15. EVIDENCE OF INSURANCE. Prior to the Effective Date and not later than ten (10) days after
any renewal date of any required insurance policies, Lessee shall furnish to Lessor and City a certificate of
insurance, copies of policy endorsements or other evidence of insurance in some manner acceptable to
Lessor, showing that Lessee is in compliance with the insurance coverage requirements of Sections 14 and
15 indicating the exclusions from coverage, if any. All insurance required by Sections 14 and 15 shall be
primary and noncontributing with any insurance that may be carried by Lessor. All insurance and
certificate(s) of insurance shall contain or be endorsed to provide the following provisions:
(a) Name the Lessor, City, and their officers, agents and employees as additional
insureds as to all applicable coverage with the exception of workers compensation insurance.
(b) Provide for at least thirty (30) days prior written notice to Lessor and City for
cancellation or non-renewal of the insurance.
(c) Provide for a waiver of subrogation against Lessor and City for injuries, including
death, property damage, or any other loss to the extent the same is covered by the proceeds of
insurance.
16. ASSIGNMENT AND SUBLEASING: Lessee shall not be authorized to assign all or any portion
of this Lease or the obligations contained herein, nor shall Lessee sublease any portion of the Leased
Premises. Any assignment of this Lease or sublease the Leased Premises shall be void, shall constitute an
abandonment of this Lease, and shall result in the immediate termination of this Lease.
Page 5 Exhibit A-2 to Purchase and Sale Agreement
(TM 81884)
17. DEFAULT: If Lessee fails to perform or observe any provision of this Lease and fails, within 24
hours after notice by Lessor, to commence and diligently pursue to remedy such failure, Lessee will be in
default.
18. TERMINATION: This Lease terminates upon expiration of the term specified in Section 1, above,
or one (1) day after receipt of written notice of Lessee's default under this Lease.
19. HOLDING OVER: Lessee shall surrender possession of the Leased Premises upon termination of
this Lease. Any possession by Lessee after termination creates a tenancy at sufferance and will not operate
to renew or extend this Lease. Lessee shall pay $500.00 per day to City during the period of any possession
after termination as damages, in addition to any other remedies to which Lessor or City are entitled. The
failure of any Lessee to vacate the Leased Premises on or before the date of termination of this Lease shall
be deemed a holdover by Lessee for purposes of this Lease.
20. ATTORNEY'S FEES: The prevailing party in any legal proceeding brought under or with respect
to this Lease is entitled to recover from the non-prevailing party all costs of such proceeding and reasonable
attorney's fees.
21. NOTICES: All notices from one party to the other must be in writing and are effective when mailed
to, hand-delivered at, or transmitted by facsimile or electronic transmission as follows or at such other
address as the parties shall request in writing:
Page 6 Exhibit A-2 to Purchase and Sale Agreement
(TM 81884)
If to Lessor:
William Harlin Wilson
417 West Bethel Road
Coppell, Texas 75019
With copies to:
City of Coppell
Attn: Mike Land
255 Parkway
Coppell, Texas
and
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
Attn: Robert E. Hager
500 N. Akard, Suite 1800
Dallas, Texas 75201,
If to Lessee:
___________________________
____________________________
____________________________
21. GOVERNING LAW. This Lease shall be construed under and in accordance with the laws of the
State of Texas, without regards to any conflict of law rules, and all obligations of the Parties created
hereunder are performable in Dallas County, Texas. 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
jurisdiction of said court.
22. SEVERABILITY. In case any one or more of the provisions contained in this Lease shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or
unenforceability shall not affect any other provision thereof and this Lease shall be construed as if such
invalid, illegal, or unenforceable provisions had never been contained herein.
23. MODIFICATION. No amendment, modification, or alteration of the terms hereof shall be
binding unless the same be in writing, dated subsequent to the date hereof and duly executed by the Parties
hereto and approved in writing by City.
24. HEADINGS. The headings contained in this Lease are for convenience only and shall not enlarge
or limit the scope or meaning of the various and several articles hereof. Words in the singular number shall
be held to include the plural, unless the context otherwise requires.
25. CONSENTS. Any consent or approval by City required or authorized under this Lease shall be
by the City Manager for the City of Coppell, Texas or designee. Any consent or approval by Lessor or
Lessee required or authorized under this Lease shall be by such person designated in writing by Lessor or
Lessee, respectively, from time to time.
26. CITY’S AUTHORITY AND RIGHTS. The Parties understand, acknowledge, and agree that this
Lease is subject to the provisions of the Purchase Agreement and, after Closing, shall be subject to that
certain Seller's Temporary Post-Closing Lease between Lessor and City. The Parties further understand,
acknowledge, and agree that City is a third-party beneficiary to this Lease and shall have the right, but not
the obligation, to enforce the provisions of this Lease to the same extent as Lessor in addition to such rights
as City may have as owner of the Property after the Closing.
Page 7 Exhibit A-2 to Purchase and Sale Agreement
(TM 81884)
LESSOR SIGNATURES
SIGNED AND AGREED this the _______ day of ___________________, 2017.
Wilson Family Trust
By:____________________________________
William Wilson, Trustee
LESSEE SIGNATURE
SIGNED AND AGREED this the ___ day of ________________________, 2017.
_____________________________________
By:__________________________________
Name:_______________________________
Title:________________________________
Page 1 Exhibit B to Purchase and Sale Agreement
(TM 81884)
Exhibit “B” to Purchase and Sale Agreement
Lease Information
In accordance with Section 2(a)(iv) of this Agreement, not later than ten (10) days after the
Effective Date, Seller shall deliver to Purchaser true and correct copies of all leases and rental agreements,
and any amendments thereto, that presently in full force and effect and affecting any portion of the Property.
In addition, Seller shall, within the same ten day period, deliver to Purchaser the following with respect to
the Property:
1. Any commission and leasing agent agreements;
2. A rent roll setting forth for each Lease:
a. Tenant’s name
b. A description of the portion of the Property being leased
c. The date of expiration of the current and renewal terms
d. Any renewal options
e. Base rent and formula for any additional rents
f. The amount of any prepaid rent
g. The amount of delinquent rent and the tenant owing such delinquent rent
h. The amount of any security deposit being held by Seller
i. A description of any current tenant or landlord defaults, copies of any notices of default
sent or received by Seller, and the date such default should have been or will need to be
cured in accordance with the terms of the applicable Lease
3. Copies of agreements granting an option to purchase any portion of the Property
4. Copies of agreements granting a right of first refusal to a tenant to lease other space within the
Property
5. Copies of any agreements, if not contained in a lease, of tenant rights to rent concessions, tenant
improvements, or other allowances
6. Amounts of any unpaid or contingent brokerage commissions (including commission on renewals)
Page 1 Exhibit C to Purchase and Sale Agreement
(TM 81884)
EXHIBIT “C”
COPY OF THE WILSON DEED
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL
SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER
SPECIAL WARRANTY DEED
STATE OF TEXAS §
§ KNOW ALL MEN BY THESE PRESENTS
COUNTY OF DALLAS §
DATE: _________________________
GRANTOR: Wilson Family Trust, by William Harlin Wilson, Trustee.
GRANTOR’S MAILING ADDRESS: 417 West Bethel Road, Coppell, Texas 75019, being Lot
1Rof Block A of the Wilson-Kirkland-Minyard Addition, an Addition to the City of Coppell,
Dallas County Texas.
GRANTEE: City of Coppell, Texas, a Texas hoe rule municipality
GRANTEE’S MAILING ADDRESS: 255 Parkway, Coppell, Texas 75019
CONSIDERATION: Ten and No/100 Dollars ($10.00) and other good and valuable
consideration, the receipt and sufficiency of same herein acknowledged.
PROPERTY:
The fee simple title to the property described in Exhibit “A” attached hereto (the
“Property”), subject to exceptions noted herein.
RESERVATIONS FROM CONVEYANCE:
To the extent not previously reserved by prior Grantors, there is reserved for Grantors and
Grantors’ successors and assigns, all oil, gas, and other minerals, if any, owned by Grantors
located in and under, and that may be produced from, the Property; provided, however, to
the extend Grantors is the owner of the oil, gas, and minerals in, under and that may be
produces from the Property and the executive rights related to same, Grantors, for itself
and its successors and assigns, hereby waives all surface rights and other rights of ingress
After Recording, Return to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N. Akard, Suite 1800
Dallas, Texas 75201
PAGE 2 SPECIAL WARRANTY DEED – WILSON.
(TM 86220)
and egress in and to the Property related to such reserved mineral interest, and agree that
in conducting operations with respect to the exploration for and production, processing,
transporting, and marketing of oil, gas, and other minerals from the Property, that no
portion of the surface of the Property will be used or occupied and that fixtures, equipment,
buildings or structures used in connection with the exploitation of the reserved mineral, oil
and gas rights, shall not be placed on the surface of the Property. Nothing herein, however,
restricts or prohibits the pooling or unitization of the mineral estate owned by Grantors
with land other than the Property; or the exploration or production of the oil, gas, and other
minerals by means of wells that are drilled or mines that open on land other than the
Property but enter or bottom under the Property, provided that these operations in no
manner interfere with the surface or subsurface support of any improvements constructed
or to be constructed on the Property.
EXCEPTIONS TO CONVEYANCE AND WARRANTY:
Validly existing dedications, easements, rights-of-way, and prescriptive rights, whether of
record or not; all presently recorded and validly existing dedications, restrictions, reservations,
covenants, conditions, oil and gas leases, mineral interests, and water interests outstanding in
persons other than Grantor, and other instruments, other than conveyances of the surface fee estate,
that affect the Property; validly existing rights of adjoining owners in any walls and fences situated
on a common boundary; any discrepancies, conflicts, or shortages in area or boundary lines; any
encroachments or overlapping of improvements.
Grantors hereby assign to Grantee, without recourse or representation, any and all claims
or causes of action that Grantors may have for or related to any errors, omissions, defects in or
injury to the Property existing on the date of this deed, unless expressly reserved herein.
For the consideration stated herein and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, Grantors GRANT AND CONVEY to Grantee
the Property.
TO HAVE AND TO HOLD the Property, together with all and singular the rights and
appurtenances thereto in anywise belonging, by the Grantee and the Grantee’s successors and
assigns forever; and Grantors does hereby bind Grantors and Grantors’ successors and assigns to
WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee’s
successors and assigns, against every person whomsoever lawfully claiming or to claim the same
or any part thereof when the claim is by, through, or under Grantors but not otherwise.
(Signatures on Following Page)
EXECUTED the ______ day of ____________________, 2017, but effective the _____
PAGE 3 SPECIAL WARRANTY DEED – WILSON.
(TM 86220)
day of ___________________, 2017.
GRANTORS:
Wilson Family Trust
By: ______________________________________
William Harlin Wilson, Trustee
ACKNOWLEDGMENT
THE STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _____ day of _________________,
2017, by William Harlin Wilson.
[SEAL]
__________________________________________
Notary Public, State of Texas
My commission expires: _____________________
Page 1 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
WILSON FAMILY TRUST AND CITY OF COPPELL
86274
WHEN RECORDED RETURN TO:
Nichols, Jackson, Dillard, Hager & Smith, LLP
Attention: Robert E. Hager
500 N. Akard, Suite 1800
Dallas, Texas 75201
(Space Above For Recorder’s Use Only)
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU
MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION
FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY
BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOC IAL
SECURITY NUMBER OR YOUR DRIVER’S LICENSE NUMBER
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
RESTRICTION AGREEMENT
(With Option to Repurchase and Right of First Refusal)
This RESTRICTION AGREEMENT (“Restriction Agreement”) is made and entered
into as of the Effective Date by and between the Wilson Family Trust, by William Harlin
Wilson, Trustee (“Wilson”), and City of Coppell, Texas, (“City”) a Texas Home Rule
Municipality (Wilson and City sometimes hereafter collectively referred to as “Parties” or
separately as “a Party” or “the Party”)
RECITALS
WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, City has
purchased the Land from Wilson; and
WHEREAS, Wilson has, as a condition of the conveyance of the Land to City, restricted
the use of the improvements and required City to maintain the Land with the Improvements in
accordance with the terms and conditions set forth herein; and
WHEREAS, City desires to grant Wilson (i) an option to repurchase the Land in the event
City fails to utilize the improvements (hereinafter defined) of the Improvements in accordance this
Restriction Agreement and (ii) a Right of First Refusal (“ROFR”), in such case subject to the terms
and conditions hereafter set forth;
NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00) and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereby agree as follows:
Page 2 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
WILSON FAMILY TRUST AND CITY OF COPPELL
86274
Article I
Land Subject to Restrictions
For the term specified in Section 6.2, the Land shall be owned, held, leased, transferred,
sold, mortgaged and/or conveyed by City and any subsequent owners of all or any part of the Land
(as hereinafter defined), subject to the terms of this Restriction Agreement.
Article II
Definitions
For purposes of this Restriction Agreement, the following words and phrases shall have the
following meanings unless the context clearly indicates a different meaning:
“City” means the City of Coppell, a Texas Home Rule Municipality located in Dallas
County, Texas.
“Effective Date” means the date City acquires fee simple title to the Land from Wilson
pursuant to the Purchase Agreement.
“Force Majeure” shall mean (i) acts of war or terrorism, (ii) fire or other similar casualty
or unusual and extraordinary occurrence, (iii) explosion, (iv) riot or civil commotion or acts of
public enemy, (v) judicial or administrative writ, order or decree, (vi) legislative decisions or
actions of, or delays by, applicable local, state or Federal governments, including delays by the
City and/or Dallas County (and their respective political subdivisions), but only to the extent such
delays occur notwithstanding that City and its contractors and consultants have provided timely
responses to all requests and inquiries of the City and/or Dallas County arising during the zoning
and platting processes, (vii) strikes, lockouts or labor difficulty (including jurisdictional union
labor disputes), (viii) casualty at the job site or resulting in direct physical damage to the Property,
or occurring off-site but only if directly disrupting or delaying the supply chain of labor or
materials to the Property, (ix) moratoria on the issuance of permits or other governmental approvals
affecting construction projects generally in the Dallas-Fort Worth-Arlington Metropolitan
Statistical Area, and/or (x) inclement weather of sufficient severity as to reasonably cause a delay
in performance of the obligation to be performed.
“Improvements” collectively means the Wilson residential structure, curtilage, garage
structure thereto and on the eastern portion of the Land, not otherwise including the Minyard store,
Kirkland house, Windmill and public restrooms.
“Land” shall mean the real property being Lot 1R, Block A of the Wilson-Kirkland-
Minyard Addition an addition to the City of Coppell, Dallas County Texas, and any and all
improvements.
“Parking Area” means a surface designed for parking of motor vehicles.
“Property” collectively means the Land and any Improvements, or portion thereof,
following construction thereof on the Land.
Page 3 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
WILSON FAMILY TRUST AND CITY OF COPPELL
86274
“Purchase Agreement” shall mean that certain Purchase and Sale Agreement by and
between Wilson Family Trust, and City of Coppell, Texas.
“Repurchase Price” means an amount equal to the price per square foot for the Land at the
closing of the transactions contemplated in the Purchase Agreement, which is _______________
square foot.
“Required Use” means use of the Improvements as defined herein, to be used and
maintained as a historical residence museum and/or heritage park as permitted pursuant to the City
of Coppell Old Town Zoning and land use regulations, as codified and/or adopted, as amended.
Article III
Repurchase Option
3.1 Grant of Repurchase Option. In consideration of TEN AND NO/100 DOLLARS
($10.00), in hand paid by Wilson to City and other good and valuable consideration, the receipt
and sufficiency of which is acknowledged by City, and subject as hereinafter provided, City hereby
grants to Wilson an option to repurchase the Property upon the terms and conditions set forth in
this Article III (the “Option”).
3.2 Option to Repurchase for Failure to Comply with the Required Use. If City fails to
comply with the required use or causes the improvements to become substandard or otherwise
desires to sell the Improvements on or before October 1, 2037, subject to extension for events of
Force Majeure as set forth in Section 3.4 below, then Wilson shall have the right, but not the
obligation, to exercise the Option to repurchase the Improvements for the Repurchase Price. If
Wilson desires to exercise the Option, then Wilson shall give written notice of same to City and
City shall have an additional period of thirty (30) days following receipt of such written notice
within which to cause Commencement of Construction to occur. If City fails to comply within
such thirty (30) - day period, then Wilson may proceed to repurchase the Land for the Repurchase
Price in accordance with the provisions of Article V below.
3.3 Force Majeure Events. In the event restriction or required use results by events of Force
Majeure, City shall have additional time to cause Commencement of Construction to occur so long
as City is diligently and faithfully pursuing the same to the extent reasonably possible given the
nature of the applicable Force Majeure event(s) and presents such documentation as may be
reasonably required by Wilson to support the extension of the deadline for Commencement of
Construction. Any delay relating to the time for Commencement of Construction shall be the same
number of days in which the conditions causing the Force Majeure event(s) were in existence.
3.4 Sole Remedy. Wilson’s sole and exclusive remedy for City’s failure to comply with the
required use restriction set forth herein shall be the exercise of the Option and repurchase of the
Property in accordance with Article V, below.
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Article IV
Right of First Refusal
4.1 Grant. Subject to the terms and conditions hereinabove and hereinafter set forth, City
hereby agrees that Wilson shall have, and hereby grants to Wilson, during the period commencing
upon the Effective Date and ending upon the Commencement of Construction (“the ROFR
Period”), a right of first refusal (the “ROFR”) to purchase the Property, or portion thereof, on the
terms and conditions set forth herein. Notwithstanding the foregoing, the ROFR shall not apply
to any sale or transfer of the Property to (i) any entity wholly owned by or under common control
with City or (ii) by foreclosure or deed in lieu of foreclosure (collectively, an “Excluded Transfer”);
provided, however, the ROFR shall survive any Excluded Transfer and shall be binding upon the
party or parties acquiring title by way of such Excluded Transfer.
4.2 Notice of Third-Party Offer. If (i) City receives a bona fide offer for the purchase of any
portion of Property that it intends to accept, or (ii) City receives any offer to purchase the Property
or any portion thereof from any governmental exercise of the power of eminent domain with
respect to the Property, City shall give notice thereof in writing to Wilson (the “Third Party
Notice”). The Third Party Notice shall include a copy of any offer to be made or any offer received
by City, the proposed purchaser, whether the purchase price is to be paid in cash, securities or
evidenced by promissory notes, and the other material terms and conditions of such offer.
4.3 Wilson’s Exercise of ROFR. For a period of thirty (30) days after receipt by Wilson of
the Third Party Notice, Wilson shall have the right to repurchase the Property or portion thereof
which is the subject of the Third Party Notice, upon the same terms and price as set forth in the
Third Party Notice or for the Repurchase Price, whichever is deemed by Wilson to be more
favorable to Wilson (the “ROFR Price”). The ROFR may be exercised by Wilson by providing
written notice to City not later than thirty (30) days after Wilson’s receipt of the Third Party Notice.
Wilson’s notice shall indicate acceptance of the terms set forth in the offer as recited in the Third
Party Notice, and whether or not the repurchase will be subject to the price set forth in the Third
Party Notice or the Repurchase Price.
4.4 Wilson Fails to Exercise ROFR. In the event Wilson does not elect to exercise the ROFR
during the thirty (30) day period following its receipt of the Third Party Notice:
(a) City may sell the Property, or portion thereof, at the price and on the terms and
conditions described in the Third Party Notice during the one hundred eighty (180) day period
following the date of the Third Party Notice; and
(b) Wilson shall execute and deliver an acknowledgement, in recordable form,
evidencing its waiver of its ROFR with respect to such sale. City agrees not to sell the Property,
or portion thereof, during the ROFR Period at any price less than ninety-five percent (95%) of the
price reflected in the Third Party Notice, on any terms or conditions materially more favorable to
the buyer than those set forth in the Third Party Notice, or at any time after expiration of the one
hundred eighty (180) day period described above, without first giving Wilson the opportunity to
exercise the ROFR at such different price, on such altered terms and conditions, or at such later
time.
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4.5 No Release of Restrictions Required. Wilson’s failure to exercise the ROFR shall not
constitute a release of the Option, Wilson’s rights to repurchase the Property pursuant to the
Option, or the obligations of any subsequent owner of the Land to comply with the obligations of
this Restriction Agreement.
Article V
Terms of Sale Upon Exercise of Right
5.1 Effect of Exercise of the Right. Upon any timely exercise of the Option or ROFR
(collectively, “the Right”) by Wilson in accordance with the foregoing provisions, the conveyance
of the Property, or portion thereof, to Wilson shall be in accordance with the provisions in this
Article V.
5.2. Title, Survey, and Environmental Reports.
(a) Not later than the twentieth (20th) day after the exercise of the Right, City shall, at
City’s expense, deliver to Wilson (collectively, “Title Commitment”):
(i) a current commitment for an Owner’s Policy of Title Insurance from the
Title Company for the portion of the Property to be conveyed to Wilson, setting forth the
state of title to the Property or portion thereof together with any easements or restrictions
(existing or created pursuant hereto) benefiting or burdening the Property, together with
all exceptions or conditions to such title;
(ii) legible (to the extent available) copies of all documents referenced in the
Title Commitment;
(iii) any environmental studies or reports that City may have in its possession
with respect to the Property;
(iv) copies of all leases and rental agreements creating a leasehold interest in
any portion of the Property, if any; and
(v) tax certificate(s) regarding the payment of ad valorem taxes for current and
prior years.
(b) Upon any exercise of the Right, Wilson shall have the right, at its sole option, to
cause a boundary or “as-built” survey of the Property (“Survey”) to be made by a registered
professional land surveyor selected by Wilson. Such Survey shall be made at the sole cost and
expense of Wilson.
(c) Wilson shall, not later than twenty (20) days after Wilson’s receipt of the last of the
Survey and Title Commitment, notify City and Title Company of any objections to the Survey or
Title Commitment. If there are objections by Wilson, City shall in good faith attempt to satisfy
them prior to Closing, but City shall not be obligated to incur any cost in doing so. If City delivers
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written notice to Wilson not later than the tenth (10th) day after City’s receipt of Wilson’s
objections that City is unable to satisfy such objections, Wilson may either waive such objections
and accept title as City is able to convey or terminate the exercise of the Right by written notice to
City and the Title Company.
5.3 Closing.
(a) The closing of the sale of the Property or portion thereof identified in the notice
exercising the Right shall occur not later than sixty (60) calendar days following the date of
exercise of the Right unless otherwise extended by written agreement of City and Wilson.
(b) At the closing, City shall deliver to Wilson:
(i) a special warranty deed in form and substance substantially similar to the
form used to convey the Land, or portion thereof, and related rights and appurtenances to
City, conveying good and indefeasible fee title to the described in the notice exercising the
Right and/or the Survey (whichever is the most accurate description) to Wilson, free and
clear of any and all encumbrances except the Permitted Exceptions, save and except such
oil, gas, and other minerals as may have been reserved by prior grantors; and
(ii) possession of the portion of the Property described in the notice of the
exercise of the Right, free of parties in possession (except for any third party possessory
leases for the Building in existence as of such date).
(c) At closing, Wilson shall pay in cash or by certified or cashier’s check the
Repurchase Price or the ROFR Price as determined by Section 4.3, whichever is applicable, out of
which shall be paid, first, the outstanding balance of any loan secured by a deed of trust lien on
any portion of the Property until such loan is paid in full, and thereafter, all closing costs and other
costs and expenses to be paid by City pursuant to this Article.
5.4 Taxes. Ad valorem taxes, assessments, and any other charges against the Property and/or
Improvements conveyed to Wilson pursuant to this Article V shall be prorated as of the Closing
Date for the current year, such that City will be responsible for all such items which accrue prior
to the Closing Date during its tenure of ownership, and Wilson will be responsible for all such
items which accrue on and after the Closing Date. Taxes and assessments for all prior years for
City’s tenure of ownership shall be paid by City.
5.5 Closing Costs.
(a) City will pay and be responsible for the following closing costs, unless and to the
extent any Third Party Notice provides for the purchaser thereunder to pay such closing costs, in
which event Wilson, on the exercise of the ROFR, shall pay and be responsible for such closing
costs:
(i) the cost of all tax certificates relating to all taxes and other assessments
incurred or arising in relation to the Property;
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(ii) all fees and premiums for Basic Owner’s Title Policy, excluding any
deletions from, or modifications of or endorsements to the Basic Owner’s Title Policy;
(iii) one-half (½) of the Title Company’s escrow fees;
(iv) all recording fees;
(v) all costs and expenses incurred by or on behalf of City, including City’s
attorney’s fees;
(vi) all costs related to obtaining any releases of liens on the portion of the
Property conveyed relating to any loans secured by a deed of trust lien on said property;
and
(vii) such other incidental costs and fees customarily paid by sellers of real
property in Dallas County, Texas, for transactions of a similar nature to the transaction
contemplated herein.
(b) Wilson hereby agrees to pay and be responsible for the following closing costs:
(i) all fees and premiums for the Survey;
(ii) one-half (½) of the Title Company’s escrow fees;
(iii) all fees and premiums for any deletions from, or modifications of or
endorsements, to the Basic Owner’s Title Policy;
(iv) all costs and expenses incurred by or on behalf of Wilson, including
Wilson’s attorneys’ fees; and
(v) such other incidental costs and fees customarily paid by purchasers of
property in Dallas County, Texas, for transactions of a similar nature to the transaction
contemplated herein.
5.6 Permitted Exceptions. Wilson acknowledges and agrees that the Property conveyed
pursuant to this Article V will be conveyed by City at closing subject only to such easements,
conditions and restrictions as have been approved or deemed approved by Wilson, including; (i)
those matters of record in existence and applicable to the Property upon City’s acquisition of the
Property; (ii) utility easements granted by subdivision plat or instrument subsequent to the
purchase of the Land by City; and (ii) such other matters as Wilson may waive, or as City is not
otherwise obligated to cure or remove.
5.7 Conveyance As Is. Wilson acknowledges and agrees that the Property conveyed pursuant
to this Article V will be conveyed “AS IS” with all faults and defects, whether patent or latent,
existing as of the Closing. Except with respect to the quality of the title being conveyed by City
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as set forth in the Special Warranty Deed, and in the bill of sale and assignment, Wilson
acknowledges and agrees that City will be making no representations, warranties, guarantees,
statements or information, express or implied, pertaining to the Property, its condition, or any other
matters whatsoever, made to or furnished to Wilson by City or any employee or agent of City,
except as specifically set forth in this Restriction Agreement.
Article VI
Restrictions
6.1 Use of Property; Buildings. The improvement must be used and maintained in
conformance with definition of Required Use in Article IV hereof. The Improvements shall not
be used for any purpose other than the Required Use.
6.2 Term of Restrictions. The restrictions set forth in Section 6.1, above, shall commence on
the Effective Date and continue thereafter until the expiration of twenty (20) years thereafter (the
“Restriction Period”).
Article VII
Miscellaneous
7.1 Enforcement. Wilson shall have the right, but not the obligation, to enforce this
Restriction Agreement and any covenants and restrictions contained herein, as the same may be
amended as herein provided. Subject to the limitation set forth in Section 6.1, above, enforcement
of the provisions set forth in Section 6.1 contained herein may be exercised after failure of any
person or persons violating or attempting to violate any covenants or restrictions to cure such
violation or breach within two (2) consecutive thirty (30)-day notice and cure periods after receipt
of written notice thereof, by proceeding at law or in equity, against any person or persons violating
or attempting to violate any covenants or restrictions, to restrain violation or to recover damages,
and failure to enforce any covenant, restriction or condition shall not be deemed a waiver of the
right of enforcement either with respect to the violation in question or any other violation. This
Restriction Agreement is not intended to restrict the rights of the City Council of the City of
Coppell to exercise its legislative duties and powers insofar as the Property is concerned. For
further remedy, City, for itself, its successors, and assigns agrees that City, as a third party
beneficiary to this Restriction Agreement, may withhold building permits, development approvals,
certificates of occupancy and/or final inspection necessary for the lawful use of any portion of the
Property not then in compliance with the Required Use. Wilson’s right to repurchase the Property
pursuant to the exercise of the Right as set forth in this Restriction Agreement constitutes Wilson’s
sole and exclusive remedy for any failure by City use in conformance with Section 6.1 on the Land
in accordance with this Restriction Agreement. The rights of Wilson under this Restriction
Agreement may not be waived or released except pursuant to an amendment, termination or as
provided in Article IV in accordance with the provisions hereof, except by expiration of the
Restriction Period.
7.2 Amendment. No amendment or termination of this Restriction Agreement shall be
effective unless and until approved by City and Wilson; provided, however, Wilson may, without
the consent of City, terminate and release the restrictions set forth in Section 6.1. In the event City,
Page 9 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
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or subsequent owner of the Property, desires to change, amend or alter the covenants, conditions
or restrictions as set forth herein, City, or subsequent owner, as the case may be, shall file a written
application for such change or amendment with Wilson, which shall approve or deny such
application in whole or in part within thirty (30) days after receipt of such application. Any change
or amendment approved by Wilson shall not be effective unless and until an instrument executed
by Wilson’s President is recorded in the Official Public Records in the office of the Dallas County
Clerk in accordance with this Section.
7.3 Notices. All notices, requests, demands or other communications required or permitted
hereunder shall be in writing and shall be deemed to have been fully and completely made when
given by hand, by confirmed facsimile transmission, by overnight delivery by Federal Express or
other reliable courier or the mailing of such by registered or certified mail, addressed as follows:
If intended for Wilson, to:
Wilson Family
417 West Bethel Road
Coppell, Texas 75019
With a copy to:
If intended for the City, to:
City of Coppell, Texas
Mike Land, City Manager
255 Parkway
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, LLP.
1800 Ross Tower
500 North Akard
Dallas, Texas 75201
Facsimile No. (214) 965-0010
Any Party may at any time and from time to time by notice in writing to the other Party change
the name or address of the person to who notice is to be given as hereinbefore provided.
7.4 Successors and Assigns. This Restriction Agreement shall bind, and inure to the benefit
of, the Parties and their respective successors and assigns.
7.5 Governing Law. This Restriction Agreement is entered into and is intended to be
performed in the State of Texas, and the validity, enforceability, interpretation and construction
hereof shall be determined and governed by the laws (other than conflict of laws provisions) of the
State of Texas. Venue for any action under this Restriction Agreement shall be in the state district
court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter
jurisdiction of said court.
7.6 Recording. The Parties agree that Wilson may record this Restriction Agreement in the
Official Public Records in the office of the Dallas County Clerk. Wilson agrees to execute and file
a release of this Restriction Agreement, or the Option, ROFR or other applicable portion of this
Page 10 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
WILSON FAMILY TRUST AND CITY OF COPPELL
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Restriction Agreement, as appropriate, in said records upon request of City after the expiration or
termination of this Restriction Agreement, or the Option, ROFR, or other applicable portion of this
Restriction Agreement.
7.7 Covenants Run with the Property. This Restriction Agreement and the restrictions,
covenants, and conditions set forth herein are for the purpose of protecting the value and
desirability of the Property and accomplishing certain public purposes of the City of Coppell and,
consequently, shall run with the Property and be binding on the City and all parties having all right,
title, or interest in the Land, in whole or in part, and their heirs, successors and assigns. These
covenants, conditions and restrictions shall be for the benefit of Wilson and the City of Coppell,
Texas. This Restriction Agreement is binding upon City and each and every subsequent owner,
tenant, subtenant, licensee, manager, and occupant of all or any portion of the Property, but only
during the term of such party’s ownership, tenancy, license, management or occupancy of the
Property, for which such party shall remain liable and shall be binding upon and inure to the benefit
of Wilson, City, and their successors and assigns. It is expressly understood and agreed that
acceptance of title to all or a portion of the Property shall automatically, and without further
acknowledgement or confirmation from the owner, constitute such owner’s assumption of the
obligations of City hereunder.
7.8 Severability. Invalidation of any one of these covenants, conditions, or restrictions by
judgment or court order shall in no way affect any other provisions, and all other provisions shall
remain in full force and effect.
7.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties
with respect to the subject matter hereof, and no statement, promise, representation or modification
hereof by any person, if any, and whether oral or written, shall be binding upon any Party.
7.10 Counterparts. This Agreement may be executed by the Parties in separate counterparts;
each of which when so executed and delivered shall be an original, but all such counterparts shall
together constitute one and the same instrument. Each counterpart may consist of a number of
copies hereof each signed by less than all, but together signed by all of the Parties.
7.11 Expiration of Rights. At City’s request, upon the expiration or termination of either of
the Option or the ROFR, Wilson shall execute, in recordable form, a confirmation of the expiration
or termination of same.
(Signatures on Following Page)
Page 11 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
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86274
SIGNED AND AGREED on this ______ day of _______________, 2017.
WILSON FAMILY TRUST
By: _____________________________
William Harlin Wilson, Trustee
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Acknowledged before me, the undersigned authority, this _________ day of
____________, 2017, by William Harlin Wilson.
__________________________________________
Notary Public, State of Texas
My Commission expires:
__________________________________
Page 12 RESTRICTION AGREEMENT (WITH OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL):
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86274
SIGNED AND AGREED on this _____ day of ___________________, 2017.
CITY OF COPPELL, TEXAS
By: _________________________
Karen Selbo Hunt, Mayor
ACKNOWLEDGMENT
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _______ day of ______________,
2017, by Karen Selbo Hunt, Mayor of the City of Coppell, Texas a Texas Home Rule
Municipality.
__________________________________________
Notary Public, State of Texas
My Commission expires:
_______________________________
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3574
File ID: Type: Status: 2017-3574 Agenda Item Mayor and Council
Reports
1Version: Reference: In Control: City Secretary
09/17/2017File Created:
Final Action: Mayor and Council ReportsFile Name:
Title: Report by Mayor Hunt regarding upcoming events.
Notes:
Agenda Date: 09/26/2017
Agenda Number:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3574
Title
Report by Mayor Hunt regarding upcoming events.
Summary
Fiscal Impact:
Staff Recommendation:
Goal Icon:
Sustainable City Government
Business Prosperity
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3574)
Community Wellness and Enrichment
Sense of Community
Special Place to Live
Page 2City of Coppell, Texas Printed on 9/22/2017
Master
City of Coppell, Texas 255 Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2017-3558
File ID: Type: Status: 2017-3558 Agenda Item Council Committee
Reports
1Version: Reference: In Control: City Council
09/05/2017File Created:
Final Action: Committee ReportsFile Name:
Title: A.North Texas Council of Governments - Mayor Pro Tem Nancy Yingling
B.North Texas Commission - Councilmember Marvin Franklin
C.Historical Society - Councilmember Cliff Long
Notes:
Agenda Date: 09/26/2017
Agenda Number:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
1 09/26/2017City Council
Text of Legislative File 2017-3558
Title
A.North Texas Council of Governments - Mayor Pro Tem Nancy Yingling
B.North Texas Commission - Councilmember Marvin Franklin
C.Historical Society - Councilmember Cliff Long
Summary
Fiscal Impact:
[Enter Fiscal Impact Statement Here]
Staff Recommendation:
[Enter Staff Recommendation Here]
Page 1City of Coppell, Texas Printed on 9/22/2017
Master Continued (2017-3558)
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 9/22/2017