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CP 2018-12-11City Council City of Coppell, Texas Meeting Agenda 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers5:30 PMTuesday, December 11, 2018 KAREN HUNT CLIFF LONG Mayor Mayor Pro Tem BRIANNA HINOJOSA-SMITH NANCY YINGLING Place 2 Place 5 WES MAYS BIJU MATHEW Place 3 Place 6 GARY RODEN MARK HILL Place 4 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 5:30 p.m. for Executive Session, Work Session will follow immediately thereafter, and Regular Session will begin at 7:30 p.m., to be held at Town Center, 255 E. Parkway Boulevard, Coppell, Texas. As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein. The City of Coppell reserves the right to reconvene, recess or realign the Work Session or called Executive Session or order of business at any time prior to adjournment. The purpose of the meeting is to consider the following items: 1.Call to Order 2.Executive Session (Closed to the Public) 1st Floor Conference Room Section 551.087, Texas Government Code - Economic Development Negotiations. Discussion regarding economic development prospects north of Airline and west of Denton Tap. 3.Work Session (Open to the Public) 1st Floor Conference Room Page 1 City of Coppell, Texas Printed on 12/7/2018 December 11, 2018City Council Meeting Agenda A.Discussion regarding the Fire Department SAFER grant. B.Discussion regarding the software conversion for court case management. C.Update on Volunteer Program improvements. D.Discussion of agenda items. SAFER Grant Staff Memo 12.11.2018.pdf Software Conversion memo.pdf Memo-VolunteerUpdate.pdf Attachments: Regular Session (Open to the Public) 4.BOARD & COMMISSION RECEPTION IN ATRIUM FROM 6:30 P.M. TO 7:30 P.M. 5.Invocation 7:30 p.m. 6.Pledge of Allegiance 7.Swearing in of Police Chief Danny Barton. 8.Consider approval of Proclamation naming December 11, 2018, as “Kim Nesbitt Appreciation Day;” and authorizing the Mayor to sign. Kim Nesbitt Appreciation Day.pdfAttachments: 9.Swearing in of newly appointed Board/Commission/Committee members. 10.Citizens’ Appearance 11.Consent Agenda A.Consider approval of the minutes: November 13, 2018. CM 2018-11-13.pdfAttachments: B.Consider approval of an Ordinance for PD-273R2-C, 7 Eleven, a zoning change request from PD-273R-C (Planned Development-273 Revised-Commercial) to PD-273R2-C (Planned Development-273 Revision 2-Commercial) to establish a Detail Site Plan for a convenience store and gas pumps on 0.97 acres of property located at the northeast corner of S. Denton Tap and E. Belt Line Roads (890 S. Denton Tap Road); and authorizing the Mayor to sign. Council Cover Memo.pdf Ordinance.pdf Exhibit A - Legal Description.pdf Exhibit B - Site Plan.pdf Exhibit C - Landscape Plan.pdf Attachments: Page 2 City of Coppell, Texas Printed on 12/7/2018 December 11, 2018City Council Meeting Agenda Exhibit D - Elevations.pdf Exhibit E - Sign Package.pdf C.Consider approval of an Ordinance amending Chapter 6, Article 6-15, Section 6-15-7 (B) to repeal this subsection in its entirety to eliminate reference to real estate signs and sign zones; and authorize the Mayor to sign. Council Memo.pdf Ord Amending Chapter 6 Section 6-15-7 Subsection B.pdf Attachments: D.Consider approval of a purchase from Deere & Company, through Buyboard Contract No. 529-17, for four (4) utility vehicles: two (2) John Deere 2030 Diesel ProGators and two (2) John Deere HPX815E Diesel Gators, in the amount of $84,852.12, as budgeted; and authorizing the City Manager to sign any necessary documents. Memo.pdf Buyboard Quote.pdf Attachments: End of Consent Agenda 12.Consider approval of a Resolution amending Resolution No. 010996.3 as amended, amending the Master Fee Schedule for Solid Waste Collection Fees and authorizing the Mayor to sign. Memo Fee Resolution December 2018.pdf Master Fee Resolution 12-11-18.pdf Attachments: 13.CONTINUED PUBLIC HEARING: Consider approval of PD-259R-SF-7&9, Blackberry Farm, being a zoning change request from PD-259-SF-7&9 (Planned Development 259-Single Family-7 & 9) to PD-259R-SF-7&9 (Planned Development Revised 259-Single Family-7 & 9), to revise the Detail Site Plan and Conditions, to permit the development of 74 single-family lots and nine (9) common area lots on 54.8 acres of land located on the north side of Sandy Lake Road, approximately 750 feet northeast of Starleaf Road (extended), at the request of Denton Creek Land Company Ltd. and Blackberry Farm Ltd., being represented by L. Lynn Kadleck, Kadleck & Associates. Letter from the applicant.pdf Staff Report PD-259R SF-7 & 9.pdf Exhibit A - PD Conditions.pdf Site Plan.pdf Landscape Plan.pdf Retaining and Screening Wall Exhibit.pdf Erosion Control Hazard Setback Exhibit.pdf Bridge Exhibit.pdf Attachments: Page 3 City of Coppell, Texas Printed on 12/7/2018 December 11, 2018City Council Meeting Agenda Entry Feature and Common Area Lot 2X.pdf 14.PUBLIC HEARING: Consider approval of PD-296-LI, Samaritan’s Purse, a zoning change request from LI (Light Industrial) to PD-296-LI (Planned Development-296- Light Industrial) to allow a 85,220 square foot office warehouse building on 10.683-acres of land located on the west side of Creekview Drive, approximately 500 feet north of Bethel Road (adjacent the gas well site), at the request of Samaritan’s Purse, being represented by David Bond, Spiars Engineering, Inc. Council Cover memo.pdf Staff Report.pdf Variance Request Letter.pdf Rendering.pdf Detail Site Plan.pdf Landscape & Tree Survey & Mitigation.pdf Elavations and Signage.pdf Samaritan's Purse Letter.pdf Attachments: 15.Consider approval of an Economic Development Agreement by and between the City of Coppell and Little Raymond’s Print Shop, Inc., and authorizing the Mayor to sign. Little Raymond's Print Shop Eco Dev Agreement - MEMO.pdf Little Raymond's Print Shop - Chapter 380 Rebate - Agreement.pdf Attachments: 16.Consider approval of an Economic Development Agreement by and between the City of Coppell and GS 777 Freeport Parkway, LLC, and authorizing the Mayor to sign. GS 777 Freeport Parkway LLC Tax Abatement - MEMO.pdf GS 777 Freeport Parkway Chapter 380 Rebate - Agreement.pdf Attachments: 17.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Norwex USA, Inc., and authorizing the Mayor to sign. Norwex Tax Abatement 2018 - Resolution Memo.pdf Norwex 2018 Abatement 220 N Freeport - Resolution.pdf Norwex 2018 Abatement 220 N Freeport - Agreement.pdf Attachments: 18.Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and EMP Manufacturing Inc., and authorizing the Mayor to sign. EMP Manufacturing Resolution 2018 - Memo.pdf EMP Manufacturing 2018 - Resolution.pdf EMP Tax Abatement 2018 - Agreement.pdf Attachments: Page 4 City of Coppell, Texas Printed on 12/7/2018 December 11, 2018City Council Meeting Agenda 19.Consider approval of two (2) Resolutions approving Amended and Restated Tax Abatement Agreements between the City of Coppell and Prologis, and authorizing the Mayor to sign. Prologis Amended and Restated Tax Abatement Buildings1&2- Memo.pdf ProLogis Bldg 1 Resolution.pdf Amended and Restated Tax Abatement Agreement 2018-Building 1.pdf ProLogis Bldg 2 Resolution.pdf Amended and Restated Tax Abatement Agreement 2018-Building 2.pdf Attachments: 20.Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Prologis, and authorizing the Mayor to sign. First Amendment to Tax Abatement - Bldg 3 - 2018 - MEMO.pdf ProLogis Bldg 3 Resolution.pdf First Amendment to Tax Abatement - Bldg 3 - 2018 - Agreement.pdf Attachments: 21.Consider approval of two (2) Resolutions approving Tax Abatement Agreements between the City of Coppell and Prologis, L.P., and authorizing the Mayor to sign. Prologis Tax Abatement Agreements - Bldgs 5a and 5b - 2018 - MEMO.pdf Building 5a Resolution 2018 - Resolution.pdf Tax Abatement Agreement 2018 - Building 5a - Agreement - FINAL.pdf Building 5b Resolution 2018 - Resolution.pdf Tax Abatement AGreement 2018 - Building 5b - Agreement.pdf Attachments: 22.Consider approval of an Economic Development Agreement by and between the City of Coppell and ATP SciencePty, Ltd., and authorizing the Mayor to sign. ATP Science Eco Dev Agreement- Memo.pdf ATP Science - Chapter 380 - Agreement.pdf Attachments: 23.Consider approval of a Resolution approving a letter of support for the creation of a Foreign Trade Zone to be located at 410 N. Freeport Parkway in Coppell, Texas, and authorizing the Mayor to sign. ATP Science - FTZ Resolution Memo.pdf ATP Science FTZ 2018 Resolution.pdf ATP Science FTZ Letter of Support 2018.pdf Attachments: 24.City Manager Reports - Project Updates and Future Agendas 25.Mayor and Council Reports Report by the City Council on recent and upcoming events. Page 5 City of Coppell, Texas Printed on 12/7/2018 December 11, 2018City Council Meeting Agenda 26.Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. A)North Central Texas Council of Governments - Councilmember Mays B)North Texas Commission - Councilmember Nancy Yingling C)Historical Society - Mayor Pro Tem Long 27.Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 28.Necessary Action from Executive Session 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 7th day of December, 2018, 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 Kori Konon, 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 6 City of Coppell, Texas Printed on 12/7/2018 MEMORANDUM To: Mayor and City Council From: Kevin Richardson, Fire Department Date: December 11, 2018 Re: City Council Work Session: Review FEMA SAFER Grant Award to the CFD 2030: Sustainable City Government Introduction: Extensive growth and development experienced within the City of Coppell has led to a Fire/Rescue/EMS model that no longer meets safe and effective emergency response levels. The Coppell Fire Department is unable to meet the National Fire Protection Association’s NFPA 1710, Standard for the Organization and Deployment of Fire Suppression Operations, Emergency Medical Operations, and Special Operations. For the past twenty-two (22) months, actions have been taken to address Fire/Rescue/EMS service needs culminating in a formal Standards of Cover Study conducted by Emergency Services Consultants International. On August 29, 2017, City Council selected to move forward with implementing the addition of Fire Station #4, relocation of Fire Station #1, and relocation of the Resource Storage Facility. A multi- year plan was developed with specific milestones including the hiring of 8 FTE Firefighters FY 2018-19 and additional 8 FTE Firefighters FY 2019-20 (16 total). Analysis: The Federal Emergency Management Agency (FEMA) recently awarded the Coppell Fire Department approximately $2.9 million as part of its Staffing for Adequate Fire & Emergency Response (SAFER Grant program. This grant will allow the Fire Department to expand its team as well as proceed with its four-year improvement plan — which includes the development of a new fire station that will improve emergency services to Coppell’s west side and help the City maintain its ISO Class 1 rating that reduces insurance premiums for Coppell residents. The SAFER Grant allows fire departments to increase the number of firefighters available to service a city and improves upon their capabilities, response times, and operational standards to better defend against fire-related hazards and other emergencies. The grant award authorizes the CFD to hire 16 Firefighters beginning March 15, 2019 for a 3-year salary supplement; Year 1=75%, Year 2=75%, Year 3=35%. The Grant period does not coincide with the City of Coppell Fiscal Year and may result in loss of Grant Funding. Legal Review: No legal review required. Fiscal Impact: Year 1 - $1,173.096.00 Federal Share Year 2 - $1,173.096.00 Federal Share Year 3 - $547,445.00 Federal Share Total Federal Share $2,893,637 Recommendation: The Coppell Fire Department recommends accepting the implementation schedule associated with the Grant and move forward with a budget amendment to authorize the hiring of 16 firefighters FY2018-19. The adopted budget along with the authorized Grant Award will be sufficient and not require additional funding. 1 MEMORANDUM To: Mayor and City Council Through: Mike Land, City Manager From: Traci E. Leach, Deputy City Manager Date: December 11, 2018 Reference: Software Conversion for Court Case Management 2030: Sense of Community, Special Place to Live, Business Prosperity, Sustainable City Government Introduction: The purpose of this agenda item is to discuss moving forward with the software conversion of the court’s case management software. The conversion would be beneficial for a number of reasons: • Allow the court to reach its goal of using automation to streamline processes and improve efficiencies, which will help the department save time and money; and • Improve the customer experience and save defendants money when utilizing the online payment module; and • Meet CJIS compliance standards; and • Creates a unified Incode experience with the four cities currently utilizing NTECC The conversion project will require the purchase of a new case management software. The staff recommends purchasing Tyler Technologies’ Incode 10, along with all of the necessary interfaces and applications needed. The total cost of the conversion ($217,727.29) will be split between two fiscal years, as there are some maintenance and final interface costs that are paid once the software is live, which will be next year. Legal: None. Fiscal Impact: A budget amendment of $161,198.29 must be approved by City Council to fund this project for the current fiscal year. There is available money in the Court Technology Fund and the Court’s Judicial Efficiency Fund to pay for this project. 2 Recommendation: Staff recommends approval of the budget amendment for the software conversion. MEMORANDUM To: Mayor and Council Through: Traci Leach, Deputy City Manager From: Matthew Hitt, City Manager’s Office Intern Date: December 3, 2018 Reference: Volunteer Update 2030: Sense of Community: Goal #2, residents volunteer, contribute, and support community events and organizations Introduction: In accordance with the 2030 sense of community plan objective, Staff has been revamping the volunteer program city wide. This has been done to help ensure that the City of Coppell’s volunteer program is as easy and accessible to the community as possible, in addition to supporting and integrating with Allies in Community. Actions: To this end staff has carried out numerous steps to break down silos, make the application process more customer friendly, and create more volunteer opportunities . Staff has made great progress towards this goal by completing the following actions : • Met with the City of Plano volunteer department to research best practices • Met with all the departments that use volunteers for one-on-one meetings to find areas for improvement in the volunteer process • Formed a Volunteer Committee with members from every department that uses volunteers • Created the first city wide volunteer policy and handbook (currently being reviewed) • Streamlined the application process so it is all online, with one standardized volunteer application form for all departments (being tested internally before going live) • Started a new volunteer program at the Animal Shelter in accordance with citizen requests • Made a master list of all current volunteers that can be viewed by every department • Scheduled a volunteer software training in January Next Steps: The remaining items are projects that have been identified as a part of this process for continued improvement. • Be able to give background checks via driver’s license numbers to allow community members who may not have Social Security numbers the ability to volunteer • Create a quarterly new volunteer orientation • Finalize the policy and handbook • Go live with the new Laserfiche application form • Complete integration with Allies in Community • Launch the volunteer program at the animal shelter Conclusion: Staff has made a lot of progress on this project and continues to identify ways to improve the volunteer process to make it easier, more rewarding, and more inclusive to the community. Staff does this w hile also enhancing and streamlining operations on the cities side to make volunteers as effective as possible. PROCLAMATION WHEREAS, Judge Kim Nesbitt graduated law school from the Texas Tech University School of Law in 1989, began her law career as a Briefing Attorney for the 5th District Court of Appeals in Dallas and thereafter with the Dallas County District Attorney’s Office as a prosecutor; and WHEREAS, the duly elected City Council of the City of Coppell, unanimously appointed her on December of 1995, as Alternate Municipal Judge of the City’s Municipal Court; and WHEREAS, Judge Nesbitt oversaw the trial and disposition of misdemeanor offenses within the jurisdiction, with the power and duties as provided for by the Constitution and laws of the State of Texas for such a court; and WHEREAS, Judge Nesbitt provided magistrate duties for the Coppell Police Department which included many nights and weekends on call; and WHEREAS, during her 23-year tenure as a magistrate and Judge on the bench, Judge Nesbitt was known for following her principles and performing her duties according to the law; and WHEREAS, Judge Nesbitt is recognized for the high principles she has brought forth to the Coppell Municipal Court, dispensing justice and high integrity to the citizenry of our city, and upon all who came before her bench; and WHEREAS, the most important aspects in Judge Nesbitt’s life are her family, husband of 28 years Earl, daughter Sarah, and son Andrew. NOW, THEREFORE, I, Karen Selbo Hunt, Mayor of the City of Coppell, do hereby proclaim December 11, 2018 as “KIM NESBITT APPRECIATION DAY” ____________________________ Karen Selbo Hunt, Mayor ATTEST: ______________________________ Christel Pettinos, City Secretary 255 E. Parkway Boulevard Coppell, Texas 75019-9478 City of Coppell, Texas Minutes City Council 5:30 PM Council ChambersTuesday, November 13, 2018 KAREN HUNT CLIFF LONG Mayor Mayor Pro Tem BRIANNA HINOJOSA-SMITH NANCY YINGLING Place 2 Place 5 WES MAYS BIJU MATHEW Place 3 Place 6 GARY RODEN MARK HILL Place 4 Place 7 MIKE LAND City Manager Karen Hunt;Cliff Long;Brianna Hinojosa-Smith;Wes Mays;Gary Roden;Nancy Yingling;Biju Mathew and Mark Hill Present 8 - Also present were Deputy City Managers Traci Leach and Vicki Chiavetta, City Secretary Christel Pettinos and City Attorney Robert Hager. The City Council of the City of Coppell met in Regular Called Session on Tuesday, November 13, 2018, at 5:30 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. Call to Order1. Mayor Hunt called the meeting to order, determined that a quorum was present and convened into the Executive Session at 5:38 p.m. Councilmember Hinojosa-Smith arrived during Executive Session at 6:17 p.m. Executive Session (Closed to the Public) 1st Floor Conference Room2. Section 551.071, Texas Government Code - Consultation with City Attorney. A.Consultation with City Attorney to seek legal advice regarding the firearm and solicitors ordinances. Discussed under Executive Session Page 1City of Coppell, Texas November 13, 2018City Council Minutes Section 551.087, Texas Government Code - Economic Development Negotiations. B.Discussion regarding economic development prospects north of Airline and west of Denton Tap. Discussed under Executive Session Section 551.072, Texas Government Code - Deliberation regarding sale, purchase or exchange of Real Property. C.Discussion regarding real property located south of East Belt Line and east of South Belt Line. Discussed under Executive Session Work Session (Open to the Public) 1st Floor Conference Room3. Mayor Hunt adjourned the Executive Session at 6:26 p.m. and convened into the Work Session. A.Discussion regarding Board and Commission Appointments. B.Discussion regarding possible Blue Zone assessment process. C.Discussion regarding Workforce Transit. D.Discussion regarding Arts Center Change Order #1. E.Discussion regarding Agenda Items. Presented in Work Session Councilmember Roden arrived during Work Session at 7:06 p.m. Regular Session (Open to the Public) Mayor Hunt recessed the Work Session at 7:25 p.m. and reconvened into the Regular Session at 7:30 p.m. Invocation 7:30 p.m.4. Police Chaplain Steve Gibson gave the invocation. Pledge of Allegiance5. The Police Honor Guard presented the colors and led those present in the Pledge of Allegiance. 6.Consider approval of a proclamation naming November 30, 2018, as “Macario Tristan Appreciation Day,” and authorizing the Mayor to sign. Mayor Hunt read the proclamation into the record and presented the same to Police Chief Mac Tristan. A motion was made by Councilmember Brianna Hinojosa-Smith, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. Page 2City of Coppell, Texas November 13, 2018City Council Minutes Citizens’ Appearance7. Mayor Hunt announced no one signed up to speak. Consent Agenda8. A.Consider approval of the minutes: October 23, 2018. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. B.Consider approval for the purchase of Thermal Imaging Cameras for each Self-Contained Breathing Apparatus “air packs” from Casco Industries, Inc., through Buyboard Contract No. 524-17, in the amount of $51,450.00; as budgeted; and authorizing the City Manager to sign all necessary documentation. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. C.Consider approval to purchase sixty-eight (68) Taser Black X2’s from Axon Enterprise in the amount of $127,731.00 as budgeted in FY 18/19 and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. D.Consider approval of an Ordinance for PD-285R-C, Andy’s Frozen Custard, to attach a Detail Site Plan for a 1,168 sq. ft. drive-through and walk up restaurant, with no indoor seating, on 1.21 acres of property located at 180 W. Sandy Lake, and authorizing the Mayor to sign. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. Enactment No: OR 91500-A-732 E.Consider approval of an ordinance for PD-214R8-C, Arbor Manors Office - 3 Denton Tap, LLC, a zoning change request from PD-214R2-C (Planned Development-214 Revision 2 - Commercial) to attach a Detail Site Plan for a 3,035-square foot building on 0.701 acres of land (Lot 3), located on Denton Tap Road, approximately 400 feet south of W. Sandy Lake Road; and authorizing the Mayor to sign. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. Page 3City of Coppell, Texas November 13, 2018City Council Minutes Enactment No: OR 91500-A-733 F.Consider approval of an Ordinance for PD-205R3-HC, Vista Ridge Addition, Lot 3R, Block D (The Plaza), a zoning change request from PD-205R2-HC (Planned Development-205 Revision 2-Highway Commercial) to PD-205R3-HC (Planned Development-205 Revision 3-Highway Commercial), to amend the Planned Development to attach a Detail Site Plan to allow a 6,520-square-foot medical building on 1.39 acres of property located north of the northwest corner of S.H. 121 and Plaza Blvd; and authorizing the Mayor to sign A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. Enactment No: OR 91500-A-734 G.Consider approval of an Ordinance for PD-221R9R2-HC, Homewood Suites, a zoning change request from PD-221R9R-HC (Planned Development-221 Revision 9 Revised-Highway Commercial) to PD-221R9R2-HC (Planned Development-205 Revision 9 Revision 2 -Highway Commercial), to amend the Planned Development to attach a Detail Site Plan to allow a 129-room suite (residence) hotel on 3.024 acres of property located on Point West Boulevard, approximately 100 feet south of Dividend Drive; and authorizing the Mayor to sign. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. Enactment No: OR 91500-A-735 H.Consider approval to award bid # Q-1019-1, “Southwestern Water Tower Rehabilitation” to Tank Pro, Inc. in the amount of$ 1,051,679 as provided for in the bond proceeds and authorizing the City Manager to sign necessary documents. Councilmember Wes Mays asked questions of Consent Agenda Item H. Mike Garza, Assistant Director of Public Works, was available for questions. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. I.Consider approval to enter into a Project Specific Agreement with Dallas County for maintenance and improvements to roads and drainage ways in the amount of $150,000, as budgeted in the Infrastructure Maintenance and Drainage Utility District funds; and authorizing the City Manager to execute necessary documents. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The Page 4City of Coppell, Texas November 13, 2018City Council Minutes motion passed by an unanimous vote. J.Consider approval of a renewal contract with Nortex Concrete Lifting and Stabilization, Inc., to perform annual street repair/mud jacking program, in the amount of $100,000.00 through an Interlocal agreement with the City of Grand Prairie; as budgeted in the Infrastructure Maintenance Fund; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Wes Mays, seconded by Councilmember Gary Roden, to approve Consent Agenda Items A-J. The motion passed by an unanimous vote. End of Consent Agenda 9.CONTINUED PUBLIC HEARING: Consider approval of PD-259R-SF-7&9, Blackberry Farm, being a zoning change request from PD-259-SF-7&9 (Planned Development 259-Single Family-7 & 9) to PD-259R-SF-7&9 (Planned Development Revised 259-Single Family-7 & 9), to revise the Detail Site Plan and Conditions, to permit the development of 74 single-family lots and nine (9) common area lots on 54.8 acres of land located on the north side of Sandy Lake Road, approximately 750 feet northeast of Starleaf Road (extended), at the request of Denton Creek Land Company Ltd. and Blackberry Farm Ltd., being represented by L. Lynn Kadleck, Kadleck & Associates. Presentation: Marcie Diamond, Assistant Director of Community Development and Planning, made a presentation to the City Council. The applicant has requested that the Public Hearing be continued until December 11, 2018. A motion was made by Councilmember Brianna Hinojosa-Smith, seconded by Mayor Pro Tem Cliff Long, to postpone this item until December 11, 2018. The motion passed by an unanimous vote. 10.Consider approval of an Ordinance for PD-273R2-C, 7 Eleven, a zoning change request from PD-273R-C (Planned Development-273 Revised-Commercial) to PD-273R2-C (Planned Development-273 Revision 2-Commercial) to establish a Detail Site Plan for a convenience store and gas pumps on 0.97 acres of property located at the northeast corner of S. Denton Tap and E. Belt Line Roads (890 S. Denton Tap Road); and authorizing the Mayor to sign. Presentation: Marcie Diamond, Assistant Director of Community Development and Planning, made a presentation to the City Council. The applicant was available for questions. Mayor Hunt opened the Public Hearing and announced no one signed up to speak. A motion was made by Councilmember Nancy Yingling, seconded by Mayor Pro Tem Cliff Long, to close the Public Hearing and approve this item subject Page 5City of Coppell, Texas November 13, 2018City Council Minutes to the following conditions: 1) Additional engineering comments will be generated upon detail engineering plan review. 2) A tree removal permit is required prior to construction. 3) This property shall be replatted prior to the issuance of any engineering or building permits. 4) Entering into a license agreement with the City of Coppell to allow for the landscaping and maintenance of the 1,237 square feet of land to achieve the 30% landscape requirement. The motion passed by an unanimous vote. 11.PUBLIC HEARING: Consider approval of an Ordinance designating Northpoint Hotel Group, LLC, Reinvestment Zone No. 102 pursuant to Section 312.201 of the Property Redevelopment and Tax Abatement Act, and authorizing the Mayor to sign. Mayor Hunt read Agenda Items 11-13 into the record to be considered at the same time. Presentation: Mindi Hurley, Director of Community Development, made a presentation to the City Council. Mayor Hunt opened the Public Hearing for Agenda Item 11 and announced no one signed up to speak. A motion was made by Councilmember Gary Roden, seconded by Councilmember Mark Hill, to close the Public Hearing for Agenda Item 11 and approve Agenda Items 11-13. The motion passed by an unanimous vote. Enactment No: OR 2018-1504 12.Consider approval of two Resolutions approving two Tax Abatement Agreements between the City of Coppell and Northpoint Hotel Group, LLC, and authorizing the Mayor to sign. Mayor Hunt read Agenda Items 11-13 into the record to be considered at the same time. Presentation: Mindi Hurley, Director of Community Development, made a presentation to the City Council. A motion was made by Councilmember Gary Roden, seconded by Councilmember Mark Hill, to close the Public Hearing for Agenda Item 11 and approve Agenda Items 11-13. The motion passed by an unanimous vote. Enactment No: RE 2018-1113.1 and RE 2018-1113.2 13.Consider approval of two Civic Center Agreements by and between the City of Coppell and Northpoint Hotel Group, LLC, and authorizing the City Manager to sign. Page 6City of Coppell, Texas November 13, 2018City Council Minutes Mayor Hunt read Agenda Items 11-13 into the record to be considered at the same time. Presentation: Mindi Hurley, Director of Community Development, made a presentation to the City Council. A motion was made by Councilmember Gary Roden, seconded by Councilmember Mark Hill, to close the Public Hearing for Agenda Item 11 and approve Agenda Items 11-13. The motion passed by an unanimous vote. 14.Consider approval of an Omnibus Settlement Agreement and Release and Termination of Landscape Easement between the City of Coppell and Main Street Coppell, Ltd., et. al., and authorizing the City Manager to sign. Presentation: Mindi Hurley, Director of Community Development, made a presentation to the City Council. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. 15.Consider approval of Freeport Parkway Change Order #1 with Texas Sterling Construction Company, in an amount of $156,234.26 and authorizing the City Manager to sign all necessary documents. Presentation: Kent Collins, Director of Public Works, made a presentation to the City Council. A motion was made by Councilmember Wes Mays, seconded by Councilmember Mark Hill, that this Agenda Item be approved. The motion passed by an unanimous vote. 16.Consider approval renewal of the contract for two separate contractors performing a share of the ADA sidewalk repairs and annual street & alley pavement repair program in the amounts of $900,000.00 to F&F Construction and $600,000.00 to NPL Construction Company, respectively, totaling $1,500,000.00; as budgeted in the Infrastructure Maintenance Fund; and authorizing the City Manager to sign all necessary documents. Presentation: Jamie Brierton, CIP Coordinator and Project Manager, made a presentation to the City Council. A motion was made by Councilmember Nancy Yingling, seconded by Councilmember Gary Roden, that this Agenda Item be approved. The motion passed by an unanimous vote. 17.Consider approval of an Agreement between the City of Coppell (Owner) and Byrne Construction Services (Construction Manager) for the construction of Fire Station #4 and Resource Center including Preconstruction Services for $25,000 and authorizing the City Manager Page 7City of Coppell, Texas November 13, 2018City Council Minutes to sign any necessary documents. Presentation: Fire Chief Kevin Richardson made a presentation to the City Council. A motion was made by Councilmember Mark Hill, seconded by Councilmember Wes Mays, that this Agenda Item be approved. The motion passed by an unanimous vote. 18.Consider approval to purchase Fire Truck (Quint) Model #300205-751 Pierce Velocity 107` through an Interlocal Agreement with Houston Galveston Area Council (H-GAC) in an amount not to exceed $1,200,000; and authorizing the Mayor to sign. Presentation: Fire Chief Kevin Richardson made a presentation to the City Council. A motion was made by Councilmember Biju Mathew, seconded by Councilmember Nancy Yingling, that this Agenda Item be approved. The motion passed by an unanimous vote. 19.Consider approval of Change Order to the Guaranteed Maximum Price for the construction of the City of Coppell Arts Center, in the amount of $1,781,925.00 for additional seating for the Coppell Arts Center; and authorizing the City Manager to sign. Presentation: Deputy City Manager Vicki Chiavetta made a presentation to the City Council. Kirk Johnson with Corgan, was available for questions. A motion was made by Councilmember Wes Mays, seconded by Councilmember Nancy Yingling, that this Agenda Item be approved. The motion passed by an unanimous vote. 20.Consider approval of the Legislative Agenda for the upcoming 86th Regular Legislative Session. Presentation: Deputy City Manager Traci Leach made a presentation to the City Council. She requested the City Council to consider the reauthorization of Chapter 312 of the Texas Tax Code which is up for Sunset Review. This useful economic development tool has been successful for Coppell, and the State, in the recruitment of businesses. A motion was made by Councilmember Wes Mays, seconded by Councilmember Mark Hill, that this Agenda Item be approved with the inclusion as read into the record. The motion passed by an unanimous vote. 21.Consider appointments to the City’s Boards and Commissions. Presentation: Deputy City Secretary Ashley Owens read the following names into the record as proposed Board and Commission appointments: ANIMAL SERVICES ADVISORY & APPEALS BOARD 1 Veterinarian (2-year term of office) - Dr. Reid Garfield Page 8City of Coppell, Texas November 13, 2018City Council Minutes BOARD OF ADJUSTMENT 3 Regular Members (2-year term of office) - Mark LeGros, Kimberly Grubb, and Nancy Dugan 1 Alternate Member (2-year term of office) - Laura Ketchum COPPELL RECREATION DEVELOPMENT CORPORATION 7 Regular Members (2-year term of office) - CC: Wes Mays and Cliff Long, Mahbuba Khan, Noah Webster, Thomas Dwyer, Majid Husain and Mark Tepper COPPELL ECONOMIC DEVELOPMENT COMMITTEE 5 Regular Members (1-year term of office) - Michael Colon, Jeff Varnell, Aaron Straach, Mani Raveendran, and Adam Phillips LIBRARY BOARD 4 Regular Members (2-year term of office) - Frank Gasparro, Janet Koester, Madeleine White and Mathew Ittoop LIBRARY BOARD - YOUTH ADVISOR 2 Students (1-year term of office) - Tharani Muthukumar and Aditya Dixit PARKS AND RECREATION BOARD 4 Regular Members (2-year term of office) - Ed Guignon, Earl Nesbitt, Nicholas Paschal and Lisa Reynolds 2 Alternate Members (2-year term of office) - Brian Olsen and Maheshika Ratnayake PARKS AND RECREATION BOARD – YOUTH ADVISOR 2 Students (1-year term of office) - Priya Marella and Jonathan Henley PLANNING AND ZONING COMMISSION 3 Regular Members (2-year term of office) - Freddie Guerra, Douglas Robinson and James Walker SPECIAL COUNSEL Minimum of 1 Regular Member (2-year term of office) - Kimberly Grubb and David Crawford A motion was made by Councilmember Biju Mathew, seconded by Councilmember Nancy Yingling, that this Agenda Item be approved. The motion passed by an unanimous vote. City Manager Reports - Project Updates and Future Agendas22. Page 9City of Coppell, Texas November 13, 2018City Council Minutes Deputy City Manager Traci Leach made the following report: Small Business Saturday will be held on November 24th. Please patronize Coppell's small businesses. Vintage Christmas will be held in Old Town on December 1st from 10 a.m.-noon. Please see the City's website for details. Finally, trash collection regularly scheduled for Thursday, November 22nd will be picked up on Friday, November 23rd due to the Thanksgiving holiday. Mayor and Council Reports23. Report by Mayor Hunt on upcoming events. The City of Coppell Parks and Recreation and Public Works Departments will hold a Public Input Meeting at 6:30 pm on Wednesday, November 14 at Town Center, 255 Parkway Blvd., to discuss the proposed concepts for on-street bike lanes and gather public feedback. The City plans to install on-street bike lanes throughout the community. The project will consist of signage and pavement markings depicting on-street bicycle lanes with supporting directional signage consistent with the bikeway recommendations laid out in the City's Bicycle and Pedestrian Master Plan. On November 19, from 3:30 to 6 p.m., we will be celebrating Judge Kim Nesbitt’s retirement in the Town Center Atrium. Remarks will start at 4:45 p.m. All City of Coppell administrative offices, Coppell Municipal Court, Coppell Animal Services, Coppell Senior and Community Center at Grapevine Springs, and the Cozby Library and Community Commons will close at noon on Wednesday, November 21 and will remain closed all day on Thursday, November 22 and Friday, November 23, in observance of the Thanksgiving holiday. The Cozby Library and Community Commons, Senior and Community Center and Coppell Animal Services will resume regular operating hours on Saturday, November 24. City administrative offices will resume normal operating hours on Monday, November 26. Don't miss Coppell's annual kick-off to the holidays on December 1st from 5 to 8 p.m.! Head to Town Center for fun winter activities, live music, giveaways and our annual tree lighting! Visit with Santa and Mrs. Claus, enjoy holiday treats and more! Holiday fun is hidden all over the city! Figure out the clues and find each of the six holiday bears hidden around town, pose for a photo with each bear, and upload the pictures to social media with the hashtag #coppellidays. Be sure to also tag the City of Coppell on Facebook, Instagram and Twitter. Once you snap a photo at each location, head to Town Center, 255 Parkway Blvd., to claim your prize (while supplies last)! Participants have from December 1 through January 4, 2019 to pose with our special Holiday Bears. Beginning at the end of November 2018, Hunterwood Park and Playground will be closed as a part of a creek stabilization project at the park. It is anticipated that the project will be completed by late Spring 2019. To find other great parks and playgrounds you can visit during that time, visit: http://www.coppelltx.gov/parks/parks-trails. Page 10City of Coppell, Texas November 13, 2018City Council Minutes Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. 24. A.Dallas Regional Mobility Coalition - Councilmember Roden B.Woven Health Clinic - Councilmember Hill C.Metrocrest Services - Councilmember Mays A) Councilmember Roden reported on DRMC's efforts of focusing their legislative agenda on maintaining the existing transportation revenue streams. B) Councilmember Hill reported the Woven Clinic held its inaugural luncheon with the theme "Healthy lives means healthy communities." Coppell's very own Living Well in Coppell was awarded the Community Impact Award with co-chair Ed Guignon available to accept it on the committee's behalf. C) Councilmember Mays reported Metrocrest Services served 252 families last month at the food pantry. They will also provide tax assistance services to clients this next year. The next Board Meeting will be November 14th at 7:30 a.m. Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 25. Nothing to report. Necessary Action from Executive Session26. Nothing to report. At this time, the City Council recessed the Regular Session and reconvened into the Work Session at 9:00 p.m. Mayor Hunt adjourned the Work Session at 9:24 p.m. Adjournment There being no further business before the City Council, the meeting was adjourned at 9:33 p.m. ________________________ Karen Selbo Hunt, Mayor ATTEST: ______________________________ Christel Pettinos, City Secretary Page 11City of Coppell, Texas 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of an Ordinance for PD-273R2-C to establish a Detail Site Plan for a convenience store and gas pumps on 0.97 acres located at 890 S. Denton Tap Road and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: This request is to redevelop the site for a 2,991 square foot convenience store with a 3,096 square foot canopy over 6 gas pump islands. A deceleration lane is being provided along northbound Denton Tap and one driveway is being eliminated which will provide safer movements into this site. Introduction: The redevelopment of this corner property for a convenience store with gas pumps faces several challenges to adhere to the Commercial District and Landscaping requirements, however the redevelopment of this site will positively impact the aesthetics of this intersection and therefore is supported. To address the shortage in landscaped areas, the applicant is entering into a License Agreement with the city to allow landscaping (ground cover and seasonal color) and maintenance of the 1,237 square foot of city owned land at the corner of E. Belt Line and S. Denton Tap. Part of that approval would allow the monument sign to be placed at the property line, instead of 10 feet behind the property line which would be approximately 50 feet from the intersection. If this property is enhanced with ground cover and seasonal color, it could be used to fulfill the landscaping requirement which would achieve the 30% landscaping threshold. Rather than window signage, the applicant is requesting signage on the gas canopy. Specifically, three - 9 square foot, 7-ELEVEN full color logo medallions are proposed on the canopy. Notes have been added to the Site Plan to assure that the canopy lighting will be fully recessed, and compliance with the with the regulations on Outside Storage and Display in the Zoning Ordinance. Analysis: On November 13, 2018 the City Council unanimously approved PD-273RC-C, 7-Eleven, the Planning and Zoning’s outstanding conditions have been incorporated into the Ordinance, as appropriate. 2 On October 12, 2018, the Planning and Zoning Commission unanimously recommended APPROVAL of PD-273R2-C, 7-Eleven, the following conditions remain outstanding: 1. Additional engineering comments will be generated upon detail engineering plan review. 2. A tree removal permit is required prior to construction. 3. This property shall be replatted prior to the issuance of any engineering or building permits. 4. Entering into a license agreement with the City of Coppell to allow for the landscaping and maintenance of the 1,237 square feet of land to achieve the 30% landscape requirement. Legal Review: The City Attorney reviewed this Ordinance Fiscal Impact: None Recommendation: The Planning Department recommended APPROVAL. Attachments: 1. Ordinance 2. Exhibit A – Legal Description 3. Exhibit B - Detailed Site Plan 4. Exhibit C - Landscape Plan 5. Exhibit D - Building Elevations 6. Exhibit E - Sign Package (5 pages) City of Coppell Ordinance Pg 1 TM 104576 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. ________ AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE AND MAP OF THE CITY OF COPPELL, TEXAS, AS HERETOFORE AMENDED, BY GRANTING A CHANGE IN ZONING FROM PD-273R-C (PLANNED DEVELOPMENT-273 REVISED -COMMERCIAL) TO PD-273R2-C (PLANNED DEVELOPMENT- 273 REVISION 2-COMMERCIAL) TO ESTABLISH A DETAIL SITE PLAN FOR A CONVENIENCE STORE WITH GAS PUMPS ON 0.97 ACRES OF PROPERTY LOCATED AT 890 S. DENTON TAP ROAD, AND BEING MORE PARTICULARLY DESCRIBED IN EXHIBIT “A” ATTACHED HERETO AND INCORPORATED HEREIN; PROVIDING FOR APPROVAL OF THE DETAIL SITE PLAN, LANDSCAPE PLAN/TREE SURVEY, BUILDING ELEVATIONS AND SIGN PLAN ATTACHED HERETO AS EXHIBITS “B” THOUGH “E”; AND PROVIDING FOR DEVELOPMENT REGULATIONS; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Planning and Zoning Commission and the governing body of the City of Coppell, Texas, in compliance with the laws of the State of Texas and pursuant to the Comprehensive Zoning Ordinance of the City of Coppell, have given requisite notices by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally, and to all persons interested and situated in the affected area and in the vicinity thereof, the said governing body is of the opinion that Zoning Application No. PD-273R2-C should be approved, and in the exercise of legislative discretion have concluded that the Comprehensive Zoning Ordinance and Map should be amended. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Comprehensive Zoning Ordinance and Map of the City of Coppell, Texas, duly passed by the governing body of the City of Coppell, Texas, as heretofore amended, be and the same is hereby amended by granting a change in zoning from PD-273R-C (Planned Development-273 Revised -Commercial) to PD-273R2-C (Planned Development-273 Revision 2- Commercial) to establish a Detail Site Plan for a convenience store with gas pumps on 0.97 acres of property located at 890 S. Denton Tap Road, for the property described in Exhibit “A” attached hereto and made a part hereof for all purposes. City of Coppell Ordinance Pg 2 TM 104576 SECTION 2. That the Property will be used and developed for Commercial purposes and as a convenience store with gas pumps as provided in the Code of Ordinances, is hereby approved subject to the following development regulations: 1. The canopy lighting shall be fully recessed so that no light fixture extends or is otherwise visible below the canopy as viewed from the adjacent public right-of-way. 2. Three - 9 square foot, lit or unlit, 7-ELEVEN full color logo medallions signs are permitted on the gas canopy as provided on the Sign Plan (Exhibit E) and Elevation Plan (Exhibit D). 3. Signage on the elevation widows shall be prohibited. 4. This site shall comply with the regulations on Outside Storage and Display in Section 42 of the Zoning Ordinance, Chapter 12, Coppell Code of Ordinances. 5. A license agreement shall be entered into with the City of Coppell, approved by the City Manager, to allow for the landscaping, irrigation and maintenance of the 1,237 square feet of land located at the corner of S. Denton Tap and E. Belt Line Road to achieve the thirty percent (30%) landscape requirement, and as depicted on Detailed Site Plan; Exhibit B, which must be executed prior to issuance of any building permit. 6. A tree removal permit is required prior to issuance of building permit. 7. The property and site shall be replatted in conformity with the Coppell subdivision ordinance and regulation prior to the issuance of any engineering or building permits. SECTION 3. That the Detail Site Plan, Landscape Plan/Tree Survey, and Building Elevations and Sign Plan, and respective notes thereon, attached hereto as Exhibits “B” though “E”; respectively shall be deemed as development regulations to this development. SECTION 4. That the above property shall be used only in the manner and for the purpose provided for by the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and as amended herein. City of Coppell Ordinance Pg 3 TM 104576 SECTION 5. That the development of the property herein shall be in accordance with building regulations, zoning ordinances, and any applicable ordinances except as may be specifically altered or amended herein. SECTION 6. That all provisions of the Ordinances of the City of Coppell, Texas, in conflict with the provisions of this ordinance be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this ordinance shall remain in full force and effect. SECTION 7. That should any sentence, paragraph, subdivision, clause, phrase or section of this ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this ordinance as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Comprehensive Zoning Ordinance as a whole. SECTION 8. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Comprehensive Zoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 9. That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Coppell, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of Two Thousand Dollars ($2,000.00) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. SECTION 10. That this ordinance shall take effect immediately from and after its passage and the publication of its caption, as the law and charter in such cases provide. City of Coppell Ordinance Pg 4 TM 104576 DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2018. APPROVED: _____________________________________ KAREN SELBO HUNT ATTEST: ___________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: ________________________________ CITY ATTORNEY EXHIBIT “A” PROPERTY DESCRIPTION Being all of Mobil Site Plan, an addition to the City of Coppell, Dallas County, Texas, according to the Plat thereof recorded in Volume 84110, Page 2833, Map Records, Dallas County, Texas, being all of that same tract of land conveyed to VP Fuel Mart, Inc. by deed recorded in Document No. 201700197501, Official Public Records of Dallas County, Texas (O.P.R.D.C.T.), and being more particularly described by metes and bounds as follows (): BEGINNING at a 1/2 inch rebar found for the southernmost Southwest corner of Lot 1, Block A of Chicken Express, an addition to the City of Coppell, Dallas County, Texas, according to the map thereof recorded in Instrument No. 20080385260, O.P.R.D.C.T., same being the Southeast corner of said VP Fuel Mart, Inc. tract and lying on the North right-of-way line of Belt Line Road (variable width right-of-way); THENCE South 89 Degrees 35 Minutes 43 Seconds West, with the North right-of-way line of said Belt Line Road, a distance of 115.10 feet to a 1/2 inch rebar with a cap stamped "ASC" set for corner at the east end of a corner clip at the intersection of the North right-of-way line of said Belt Line Road with the East right-of-way line of S. Denton Tap Road (120 foot right-of-way); THENCE North 45 Degrees 31 Minutes 17 Seconds West, with the Northeast line of said corner clip, a distance of 84.95 feet to a 1/2 inch rebar with a cap stamped "ASC" set for corner at the west end of said corner clip and lying on the East right-of-way line of said S. Denton Tap Road; THENCE North 00 Degrees 41 Minutes 17 Seconds West, with the East right-of-way line of said S. Denton Tap Road, a distance of 188.99 feet to a 1/2 inch rebar with a cap stamped "ASC" set for the Northwest corner of said Mobil Site Plan, same being the westernmost Southwest corner of said Lot 1; THENCE North 89 Degrees 18 Minutes 43 Seconds East, departing the East right-of-way line of said S. Denton Tap Road, a with the westernmost South line of said Lot 1, a distance of 175.00 feet to a 1/2 inch rebar with a cap stamped "ASC" set for the Northeast corner of said Mobil Site Plan, same being an interior "ell" corner of said Lot 1; THENCE South 00 Degrees 41 Minutes 17 Seconds East, with the southernmost West line of said Lot 1, passing a 5/8 inch rebar found for the Southeast corner of said Mobil Site Plan at a distance of 215.40 feet and continuing for a total distance of 249.80 feet to the POINT OF BEGINNING and containing 41,843 square feet or 0.961 acres of land, more or less. CALLED 0.176 ACRES DEDICATED TO THE CITY OF COPPELL FOR STREET RIGHT-OF-WAY VOL. 84110, PG. 2833, M.R.D.C.T. LOT 1, BLOCK A CHICKEN EXPRESS INST.# 20080385260, O.P.R.D.C.T. LOT 1, BLOCK A THE MERCANTILE ADDITION VOL. 2003117, PG. 88, M.R.D.C.T.S. DENTON TAP ROAD120' RIGHT-OF-WAYBELT LINE ROAD VARIABLE WIDTH RIGHT-OF-WAY D S EX. TURN SIGNAL 5'12'12'12'100' TURN LANE50' TAPER15' LANDSCAPESETBACK 10' LANDSCAPE SETBACK10' LANDSCAPESETBACK± EX. SIDEWALK EX. POWER POLE & ELECTRIC EQUIPMENT TO BE RELOCATED PROP. DUMPSTER ENCLOSURE W/8' MASONRY ENCLOSURE. REFER TO ARCH. PLANS FOR DETAILS. PROP. B.F.R. PROP. UNDERGROUND FUEL TANKS PROP. FUEL CANOPY PROP. 2,991 SF CONVENIENCE STORE FFE=516.50 PROP. STREET & PEDESTRIAN ESMT. ZONING: PD 232C (COMMERCIAL) ZONING: (COMMERCIAL) PROP. FH 119.9'44.92'53.14'PROP. BRICK PAVERS PER CITY STANDARDS PROP. BRICK PAVERS PER CITY STANDARDS ±104.49' TO NEXT DRIVEWAY PROP. MONUMENT SIGN PROP. B.F.R. EX. MONUMENT SIGN63.65'PROP. B.F.R. 30'30'20' BUILIDNG LINE20' BUILDING LINE 24' FIRE LANE 20.5' R30' R54' R50' R50'60' BUILDING LINE18'24'FIRE LANE10'36'40.98'18'34'24' MOBIL SITE PLAN VOL. 84110, PG. 2833, M.R.D.C.T.R54'R30'9'T Y P . 9' T Y P . 8 6 '18'12'8'15'20'20'83.33'28.01'28.01'158.13'R15' R74'R30'9' TYP. EX. SIDEWALK PROP. PAD MOUNTED TRANSFORMER 9' 9'34'4.29' 5' 4.5' PROP. AIR/WATER STATION FUEL VENTS 60' BUILDING LINE R30'R2 5 'R30'R10' 1,237 SF LICENSE AGREEMENT AREA DATENo.REVISIONBYDATE: SHEET File No. 2018-098 CHECKED:MM DRAWN:JEV DESIGN:JEV7 ELEVEN890 S. DENTON TAP RD.COPPELL, TEXASTEXAS REGISTRATION #14199 PRELIMINARY CLAYMOORE ENGINEERING1903 CENTRAL DRIVE, SUITE #406PHONE: 817.281.0572BEDFORD, TX 76021 WWW.CLAYMOOREENG.COM10/31/2018 BENCHMARK: 1. A 60D NAIL SET ON NATURAL GROUND, APPROXIMATELY 13' EAST AND 14' SOUTH OF THE NORTHEAST CORNER OF THE SUBJECT PROPERTY. ELEVATION=514.41' 2. A 60D NAIL SET ON NATURAL GROUND, APPROXIMATELY 74' EAST AND 24' NORTH OF THE NORTHWEST CORNER OF THE SUBJECT PROPERTY. ELEVATION=513.72'COUNTY: DALLAS COUNTY CITY:STATE: CITY OF COPPELL TEXAS DEVELOPER: CITY OF COPPELL APPLICANT: LEGAL DESCRIPTION: MOBIL SITE PLAN VOL. 84110, PG. 2833, M.R.D.C.T. 0.961 ACRES (41,843 SF) SHAFFER CONSTRUCTION 2601 NETWORK BLVD, SUITE 413 FRISCO, TEXAS 75034 PH. 972.951.7851 CLAYMOORE ENGINEERING, INC. 1903 CENTRAL DR., SUITE #406 BEDFORD, TX 76021 PH: 817.281.0572 SITE PLAN CONTACT: MATT MOORE, PE EMAIL: MATT@CLAYMOOREENG.COM CONTACT: SHANE PARTRIDGE EMAIL: SPARTRIDGE@SCHAFFERCONST.COM 7 ELEVEN SITE PLANSP-1 COUNTY: DALLAS COUNTY CITY:STATE: CITY OF COPPELL TEXAS DEVELOPER: CITY OF COPPELL APPLICANT: LEGAL DESCRIPTION: MOBIL SITE PLAN VOL. 84110, PG. 2833, M.R.D.C.T. 0.961 ACRES (41,843 SF) SHAFFER CONSTRUCTION 2601 NETWORK BLVD, SUITE 413 FRISCO, TEXAS 75034 PH. 972.951.7851 CLAYMOORE ENGINEERING, INC. 1903 CENTRAL DR., SUITE #406 BEDFORD, TX 76021 PH: 817.281.0572 SITE PLAN CONTACT: MATT MOORE, PE EMAIL: MATT@CLAYMOOREENG.COM CONTACT: SHANE PARTRIDGE EMAIL: SPARTRIDGE@SCHAFFERCONST.COM 7 ELEVEN 0 GRAPHIC SCALE 1 inch = ft. 20 20 40 20 10 N.T.S. VICINITY MAP LEGEND PROPOSED CONCRETE CURB AND GUTTER PARKING COUNT B.F.R. BARRIER FREE RAMP PROPOSED FIRE LANE NORTH LAKE S BELT LINE RDBETHEL SCHOOL RD W BETHEL RD E BEL T LI N E R D SITES DENTON TAP RDPD CONDITIONS 1 THREE - 9 SQUARE FOOT, 7-ELEVEN FULL COLOR LOGO MEDALLIONS ARE PERMITTED ON THE GAS CANOPY. 2 THE CANOPY LIGHTING SHALL BE FULLY RECESSED SO THAT NO LIGHT FIXTURE EXTENDS OR IS OTHERWISE VISIBLE BELOW THE CANOPY AS VIEWED FROM THE ADJACENT PUBLIC RIGHT-OF-WAY. 3 THE SITE SHALL COMPLY WITH THE REGULATIONS OF OUTSIDE STORAGE AND DISPLAY IN SECTION 42 OF THE ZONING ORDINANCE.Exhibit B SOSO SO SO CO CO CO CO CO LO LO LO CE CE CE CE CE CO SO LO LO SO DB DB DB DB CS CS CS DY DY DY DY NR NR NR NR NR NR NR NR NR NR NR NR NR NR NR NR 1,237 SF corner areamaintained grass NR NR NR NR NR AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB AB NR NR NR NR NR NR NR NR NR AB AB AB AB AB AB AB NR NR NR NR NR NR NR NR NR NR NR NRBS BS BS BS GL GL GL GL GL GL DIH DIH DIHDIH PM PM PM PM PM PM PM CS CS CS DY DY DY BS BS CO BS BS BS BS BS BS BS BS 12 SC CE HL-1LANDSCAPE PLAN& TREE SURVEY.U HN M OSAJETSTA 3 O F 9 7 ET XR F P Y0 GRAPHIC SCALE 1 inch = ft. TREE LEGEND Canopy Trees LO Live Oak SO Shumard Oak CO Chinquapin Oak SHRUB LEGEND Install 4" steel edging between all shrub beds and grass areas. Install 4" layer of shredded hardwood mulch to all planting beds. The project will have an undergound automatic irrigation system to water all new plantings. LANDSCAPE NOTES 1. 2. 3. 4.Shrub beds to have 12 inches of prepared planting mix (75% import topsoil, 15% composted amendment, 10% washed sand) 5.Shredded hardwood mulch must contain long strands along with double shred finer material obtained from a local source. 6.Install 4 inches of clean topsoil in all areas of the site disturbed by grading and construction operations. Topsoil shall be free from sticks, debris and rocks larger than 2 inches in diameter and have an organic matter level of 3 percent minimum and a pH range between 5.5 and 7.4 percent. Provide soil test analysis from a soil test laboratory showing soil makeup and organic percentage. 7.Solid sod all areas disturbed by construction activities. CE Chinquapin Oak 603030 30 15 Existing tree Existing tree to be removed DATE: SHEET File No. 2018-098 CHECKED:MM DRAWN:JEV DESIGN:JEV7 ELEVEN890 S. DENTON TAP RD.COPPELL, TEXASTEXAS REGISTRATION #14199 1903 CENTRAL DRIVE, SUITE #406PHONE: 817.281.0572BEDFORD, TX 76021WWW.CLAYMOOREENG.COM11/01/2018 COUNTY: DALLAS COUNTY CITY:STATE: CITY OF COPPELL TEXAS DEVELOPER: CITY OF COPPELL APPLICANT: LEGAL DESCRIPTION: MOBIL SITE PLAN VOL. 84110, PG. 2833, M.R.D.C.T. 0.961 ACRES (41,843 SF) SHAFFER CONSTRUCTION 2601 NETWORK BLVD, SUITE 413 FRISCO, TEXAS 75034 PH. 972.951.7851 CLAYMOORE ENGINEERING, INC. 1903 CENTRAL DR., SUITE #406 BEDFORD, TX 76021 PH: 817.281.0572 SITE PLAN CONTACT: MATT MOORE, PE EMAIL: MATT@CLAYMOOREENG.COM CONTACT: SHANE PARTRIDGE EMAIL: SPARTRIDGE@SCHAFFERCONST.COM 7 ELEVEN TREE TABLE TAG #DIAMETER TYPE #476 8"Elm #477 12"Live Oak #478 8"Elm #479 6"Elm #480 18"Oak #481 6"Elm *= removed tree * * WATER BASIN SHRUB PLANTING SEE PLAN TRIANGULAR SPACING SCALE: NONE EQUAL MULTI-TRUNK PLANTING PREPARE SOIL MIX AND FERTILIZER PER SPECS. TOP OF BALL OR ROOT CROWN 1" ABOVE FIN. STEEL EDGING SEE PLAN GRADE PLACING PREPARED MIX SCARIFY BOTTOM OF PLANTING BED BEFORE EQUALPREPARED SOIL MIX AND FERTILIZER (SEE SPECS) 12" 4" MULCH LAYER SCALE: NONE4"NATIVE SOIL 4" MULCH LAYER 4" MULCH LAYER 12" DEPTH OF PLANTING MIX TRIANGULAR SPACING EQUALEQUAL SCALE: NONE GROUNDCOVER PLANTING234 8" DETAIL FOR ARBOR-GUY REFER TO ANCHORING STEEL EDGING SEE PLAN CANOPY TREE PLANTING SCALE: NONE1 TREE STAKE SOLUTIONS LLC 9973 FM 521 ROAD ROSHARON, TX 77583 PHONE: (281) 778-1400 FAX: (281) 778-1425 www.treestakesolutions.comSolutions UNDISTURBED SOIL NAIL STAKE ROOT ANCHOR U-BRACKET ROOTBALL PLANTING HOLE UNDISTURBED SOIL ROOT ANCHOR U-BRACKET ROOTBALL PLANTING HOLE TREE TREE NAIL STAKE PLANTING HOLE TREE U-BRACKET ROOT ANCHOR TREE TRUNK ROOTBALL 1. WITH TREE IN A STRAIGHT & PLUMB POSITION, CENTER THE APPROPRIATE ROOT ANCHOR SAFETY STAKE AROUND THE TRUNK, WITH RINGS LAYING FLAT AGAINST ROOTBALL, U-BRACKETS FACING UP. 2. INSERT 1 OF 3 NAIL STAKES THROUGH EACH OF THE U-BRACKETS. NAILS SHOULD REST IN THE UNDISTURBED SOIL AT THE BOTTOM OF THE TREE PIT. ALL NAILS SHOULD FIT SNUG AGAINST THE SIDE OF THE ROOTBALL. (FOR HAND OR MACHINE DUG TREES, IT MAY BE NECESSARY TO PENETRATE 1" - 4" OF OUTER AREA OF THE ROOTBALL WITH THE NAIL.) 3. NAIL STAKES SHOULD BE DRIVEN STRAIGHT DOWN INTO THE UNDISTURBED SOIL BELOW THE ROOTBALL. THE NAILS ARE NOW CAGING THE ROOTBALL IN PLACE, WHILE THE TOP BRACKET PINS THE ROOTBALL DOWN. AFTER THE TREE STAKE IS INSTALLED, A LAYER OF MULCH CAN BE ADDED OVER THE STAKE. REMOVE ROOT ANCHOR AFTER TREE IS ESTABLISHED. ITEM # 5 BG 15 BG 30 BG 45/65 BG DESCRIPTION 5 GALLON OR 10" ROOTBALL 10/15 GALLON OR 17" ROOTBALL 20/30 GALLON OR 22" ROOTBALL 45/65 GALLON OR 27-30" ROOTBALL NAIL LENGTH X 3PC (INCLUDED) #4 X 24" #4 X 36" #4 X 36" #4 X 48" ITEM # 100 BG 150 BG 200 BG 300 BG DESCRIPTION 95/100 GALLON OR 36" ROOTBALL 150 GALLON OR 42" ROOTBALL 200 GALLON OR 48" ROOTBALL 300 GALLON OR 58" ROOTBALL NAIL LENGTH X 3PC (INCLUDED) #5 X 48" #5 X 60" #5 X 72" #5 X 72" ROOT ANCHORTM BELOW GRADE SAFETY STAKE SIZING CHART 3 gal. 36" ocIlex vomitoria 'Nana'Dwarf Yaupon Chinquapin Oak Quercus muhlenbergii DY CO SHRUBS & GROUNDCOVERS 3 gal. 36" ocSalvia greggii 'Red'Red Cherry SageCS PLANT LIST CANOPY TREES Abelia grandiflora AbeliaAB 10 gal. 36" oc 30" heightIlex 'Nellie R Stevens'Nellie R Stevens HollyNR Cedar Elm Ulmus crassifoliaCE 7 7 6 34 42 6 Shumard Oak Quercus shumardiiSO Live Oak Quercus virginianaLO 3" cal. B&B 12' ht. 6' spread 6 5 3 gal. 36" ocLiriope giganteaGiant LiriopeGL8 3 gal. 36" ocMuhlenbergia capillarisPink MuhlyPM7 5 gal. 36" ocIlex cornuta burfordi nanaDwarf Burford HollyDB4 10 gal. 36" oc 30" height 5 gal. 36" ocRaphiolepis indica 'Pinkie'Dwarf Ind. HawthorneDIH4 1 gal. 24" ocRudbeckia hirtaBlackeyed SusanBS14 3" cal. B&B 12' ht. 6' spread 3" cal. B&B 12' ht. 6' spread 3" cal. B&B 12' ht. 6' spread Dwarf YauponDY Red Cherry SageCS AbeliaAB Nellie R Stevens HollyNR Giant LiriopeGL Pink MuhlyPM Dwarf Burford HollyDB Dwarf Ind. HawthorneDIH Blackeyed SusanBS Seasonal color planting bed per signage license agreement Seasonal ColorSC 1 gal. 24" ocTo be determined at time of plantingSeasonal ColorSC12 LANDSCAPE CALCULATIONS City of Coppell, Texas Landscape Area 30% ProvidedRequiredNon-Vehicular Landscape Area Total Lot Area 41,843 SF ProvidedRequired 12,553 SF 1 tree per 15 spaces 2 ProvidedRequiredInterior Landscaping 974 SF 20 spaces 1 tree at terminus of row 0.9127 AC 1 tree / 400 sq ft ProvidedRequiredPerimeter Landscaping 4 1 tree / 50 linear ft North property line 174.99 LF 4South property line 157.57 LF 10% area required landscape total parking area 9,745 SF 3 trees 983 SF 2 parking trees 4 Canopy 4 Canopy Trees 1 tree / 2,500 sq ft 3 trees 3 Canopy Trees 5East property line 249.8 LF 5 Canopy Trees 5West property line 231.45 LF 5 Canopy Trees Percentage of total site devoted to landscaping 3 trees 10 ft. width 15 ft. width 10 ft. width 15 ft. width 1,694 SF 2,378 SF 1,142 SF 1,630 SF - 2,994 = 38,849 x .15 = 5,827 SF 5,827 SF 50 % landscape area in front yard 2,914 SF 4,066 SF 13,130 SF Perimeter Landscape Area 6,844 SF Interior Landscape Area 983 SF Non-Vehicular Landscape Area 4,066 SF Belt LIne Rd. 41,843 SF Tree Mitigation Removed trees #477 12" Live Oak #480 18" Oak 30" total removed Mitigation to be paid into tree fund (31.3%) 13,130 SF (31.3%) Maintained grass corner area 1,237 SF Exhibit C T.O.M 18' - 8" T.O.M. @ HIGH PARAPET 21' - 4" B-1 EMERGENCY EGRESS LIGHT REAR CANOPY DOWNSPOUT TO MATCH CANOPY (TYP OF 2) PREFINISHED METAL CANOPY 20 GA. PREFINSHED METAL PARAPET CAP WALL PACK (TYP); REF ELECTRICAL 890 12" WHITE VINYL STREET ADDRESS B-1 BACK-LIT FASCIA SIGN BY SIGNAGE CONTRACTOR - SIGNAGE UNDER SEPERATE PERMIT ST-1 NS-1 B-1 ST-1 FINISH TRANSITION 3' - 4" B-1 NS-1 ST-1 ST-1 LINE OF ROOF T.O.M 18' - 8" T.O.M. @ HIGH PARAPET 21' - 4" FINISH TRANSITION 3' - 4" NS-1 B-1 ST-1 EMERGENCY EGRESS LIGHT WALL PACK; REF ELECTRICAL PREFINISHED METAL CANOPY T.O. FINISH FLOOR 0" T.O.M 18' - 8" B-1 B-1 ST-1 COMMERCIAL GRADE SEAMLESS SCUPPER & DOWNSPOUT LADDER PORT ROOF ACCESS EMERGENCY EGRESS LIGHTWALL PACK; REFERENCE ELECTRICAL P-35 T.O. FINISH FLOOR 0" T.O.M 18' - 8" COMMERCIAL GRADE SCUPPER & DOWNSPOUT WALL PACK; REF ELECTRICAL P-35 B-1 ST-1 T.O. FINISH FLOOR 0" T.O.M 18' - 8" T.O.M. @ HIGH PARAPET 21' - 4" FINISH TRANSITION 3' - 4" EMERGENCY EGRESS LIGHT WALL PACK; REFERENCE ELECTRICAL PREFINISHED METAL CANOPY ST-1 ST-1 NS-1 B-1 5/8" X 24" S.S. CANE BOLT AT EACH GATE. (ALTERNATE SIDES OF PANEL) S.S. HANDLE CUSTOM MUELLER URETHANE GATES PER MATERIAL SCHEDULE, SHEET A6.1 - PAINTED P-3 PROVIDE 3/4" PVC SLEEVES IN CONCRETE. TYP. T.O.M. 7'-4" DUMPSTER ENCL. SLAB REF. CIVIL B-1 20 GA. CAP FLASHING, GC SUPPLIED T.O.M. 7'-4" DUMPSTER ENCL. SLAB REF. CIVIL FINISH TRANSITION 3'-4" B-1 BOLLARD B-1NS-1 ST-1 FC-1 3'-0"14'-6"B-1 86'-0" FC-13'-0"14'-6"36'-0" B-1 FC-1 PROJECT NUMBER: RELEASE DATE: REVISIONS A B C 6 5 4 3 2 6 5 4 3 2 D THE SEAL AND SIGNATURE APPLY ONLY TO THE DOCUMENT TO WHICH THEY ARE AFFIXED AND WE EXPRESSLY DISCLAIM ANY RESPONSIBILITY FOR ALL OTHER PLANS, SPECIFICATIONS, ESTIMATES, REPORTS OR OTHER DOCUMENTS OR INSTRUMENTS RELATING TO OR INTENDED TO BE USED FOR ANY PART OR PARTS OF THE PROJECT. E 1 1 Copyright 2018 Bates & Associates, Architects Drawings and Specifications as instruments of service are and shall remain the property of the Architect. They are not to be used on other projects or extensions to this project except by agreement in writing and with appropriate compensation to the Architect. Contractor is responsible for confirming and correlating dimensions at job site; the Architect will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the project. Architect Name - TENANT 502 SW A STREET, SUITE 2 BENTONVILLE, AR 72712 WWW.BATESARCHITECTS.COM TEL: 479.633.8165 STORE #: Architect Number - A B C D E CONSTRUCTION MANAGER Florida Certificate of Authority #AA2600360210/25/2018 8:18:41 AMC:\Users\StillK\Documents\18159 COPPELL TX_A_R16_Kevin_Still.rvt18159SCHAFFER CONSTRUCTION10/16/2018 7-ELEVEN INC. 3200 HACKBERRY ROAD, IRVING, TX 75063 7-ELEVEN STORE2601 NETWORK BLVD., STE. 413890 S. DENTON TAP RD.COPPELL, TX 750191043547 FRISCO, TX 75034RYAN M FAUST AR97905 REVIEW BOARD ELEVATIONS RBE 10/16/2018 PROTO:04/30/2018 SCHAFFER CONSTRUCTION 2601 NETWORK BLVD., STE. 413 FRISCO, TX 75034 RBE 3/16" = 1'-0" 2 ELEVATION - FRONT RBE 3/16" = 1'-0" 1 ELEVATION - RIGHT SIDE RBE 3/16" = 1'-0" 6 ELEVATION - RIGHT REAR RBE 3/16" = 1'-0" 7 ELEVATION - LEFT REAR SIDE RBE 3/16" = 1'-0" 3 ELEVATION - LEFT SIDE EXTERIOR MATERIALS SCHEDULE (NOT ALL MATERIALS IN SCHEDULE ARE USED) NO. MATERIAL MANUFACTURER COLOR B-1 BRICK MERIDIAN V180 MODULAR VELOUR FC-1 ACM FUEL CANOPY FASCIA REYNOBOND EASTMAN WHITE (PY-25) NS-1 NATURAL STONE BLACKSON BRICK AUSTIN - HANNA SPRINGS CHOPPED ST-1 EXTERIOR PAINTED STUCCO SHERWIN WILLIAMS AESTHETIC WHITE SW 7035 P-3 EXTERIOR HM DOORS, FRAMES, TRASH ENCLOSURE GATE, GRAVEL GUARDS, AND LIGHT POLES SHERWIN WILLIAMS SEAL SKIN SW 7675 P-6 EXTERIOR BOLLARDS SHERWIN WILLIAMS SEAL SKIN SW 7675 S-1 ALUMINUM STOREFRONT GLAZING KAWNEER DARK BRONZE C-1 PREFINISHED ALUMINUM CANOPY MAPES LUMISHADE CANOPY BRAINSTORM BRONZE ENAMEL MR-1 MEMBRANE ROOFING DUROLAST WHITE RBE 3/16" = 1'-0" 10 FRONT DUMPSTER ENCL. ELEVATION RBE 3/16" = 1'-0" 11 SIDE DUMPSTER ENCL. ELEVATION RBE 3/16" = 1'-0" 8 FUEL CANOPY - LONG RBE 3/16" = 1'-0" 9 FUEL CANOPY SHORT NO. DATE DESCRIPTIONExhibit D 1 THE SIGNS ON THESE PAGES HAVE BEEN DESIGNED TO MEET OR EXCEED ALL APPLICABLE CODES OR REQUIREMENTS OF THE NEC-2014 AND OR THE 2014 FBC AND OR THE 2007 SFBC CDR: bb RCC: aa DPM: aa customer approval date: Designer: mh Page: THIS DESIGN IS FOR THE SOLE PURPOSE OF ILLUSTRATION & CONCEPT DESIGN. THIS FILE IS NOT TO BE USED FOR PRODUCTION AND/OR FABRICATION. THIS DESIGN IS THE SOLE PROPERTY OF HARBINGER AND MAY NOT BE USED OR DUPLICATED IN ANY FORM WITHOUT THE EXPRESS WRITTEN PERMISSION OF HARBINGER. SVE7128-R5 F:\Customers\7 Eleven\Art \SVE7128-R5 #1043547.cdr date:description: designer: mh mh mh mh mh mh rev. 07.11.18 07.17.18 07.26.18 08.17.18 10.03.18 10.08.18 00 R1 R2 R3 R4 R5 Original Concept Revised sign B letter height & changed to standard canopy. Revised sign A to non-illuminated, revised fuel canopy. Revised to SEI brand fuel. Revised sign A, site plan & building elevations. Revised sign A, removed window signs from exhibit. 7-Eleven #1043547 890 S. Denton Tap Road Coppell, Texas 75019 5300 Shad Road, Jacksonville, FL. 32257 • 904.268.4681 2301 Ohio Dr, Plano, TX. 32257 • 972.905.9450 RER: aa Site Plan 1” = 50'-0" B C C C A Monument SignA 48” Channel LettersB C W9 Canopy Signs Exhibit E 1 of 5 2 THE SIGNS ON THESE PAGES HAVE BEEN DESIGNED TO MEET OR EXCEED ALL APPLICABLE CODES OR REQUIREMENTS OF THE NEC-2014 AND OR THE 2014 FBC AND OR THE 2007 SFBC CDR: bb RCC: aa DPM: aa customer approval date: Designer: mh Page: THIS DESIGN IS FOR THE SOLE PURPOSE OF ILLUSTRATION & CONCEPT DESIGN. THIS FILE IS NOT TO BE USED FOR PRODUCTION AND/OR FABRICATION. THIS DESIGN IS THE SOLE PROPERTY OF HARBINGER AND MAY NOT BE USED OR DUPLICATED IN ANY FORM WITHOUT THE EXPRESS WRITTEN PERMISSION OF HARBINGER. SVE7128-R5 F:\Customers\7 Eleven\Art \SVE7128-R5 #1043547.cdr date:description: designer: mh mh mh mh mh mh rev. 07.11.18 07.17.18 07.26.18 08.17.18 10.03.18 10.08.18 00 R1 R2 R3 R4 R5 Original Concept Revised sign B letter height & changed to standard canopy. Revised sign A to non-illuminated, revised fuel canopy. Revised to SEI brand fuel. Revised sign A, site plan & building elevations. Revised sign A, removed window signs from exhibit. 7-Eleven #1043547 890 S. Denton Tap Road Coppell, Texas 75019 5300 Shad Road, Jacksonville, FL. 32257 • 904.268.4681 2301 Ohio Dr, Plano, TX. 32257 • 972.905.9450 RER: aa MANUFACTURE & SHIP ONE (1) M9 / L9 D/F NON-ILLUMINATED SIGN CABINET WITH REVERSE HALO-ILLUMINATED CHANNEL LOGO FORMS. 8” DEEP EXTRUDED ALUM. CABINET W/ 2” INSET HINGED RETAINERS TO BE PAINTED DURANODIC BRONZE. 2” INSET RETAINERS TO BE HINGED ON ONE SIDE OF CABINET. LOGO CHANNEL FORMS: 4” DEEP .063 ALUMINUM RETURNS & .125 ALUMINUM FACES W/ 3/16” THICK CLEAR POLYCARBONATE BACKS. FORMS PAINTED PMS 021 ORANGE, PMS 485 RED, PMS 349 GREEN. RETURNS OF FORMSS PAINTED TO MATCH FACE COLOR. “®” TO BE 3M 3630-26 GREEN VINYL APPLIED FIRST SURFACE. LETTERS TO BE REVERSE HALO ILLUMINATED W/ WHITE LEDS. LETTERS PIN MOUNTED 1” OFF ALUMINUM CABINET FACE/PANEL THAT IS PAINTED DURANODIC BRONZE & PMS WHITE. CUSTOM L9 FACES: 3/16” THICK PAN FORMED CLEAR POLYCARBONATE FACES BACK SPRAYED PMS 485 RED THEN PMS WHITE. PROPOSED WITH PWM 9” NON-ILLUMINATED SEGMENT ELECTRONIC PRICE UNITS. 3M 3630-26 GREENVINYL SPECS: DURANODIC BRONZE, PMS 021 ORANGE, PMS 485 RED, PMS 349 GREEN, PMS WHITEPAINT SPECS: NOTE: MONUMENT SIGN SHALL BE CONSTRUCTED OF THE SAME PRIMARY MASONRY MATERIALS AS THE FRONT BUILDING FACADE OR THE PRINCIPAL OR MAIN BUILDING ON THE SAME LOT OR SHALL BE STONE OR BRICK AND SHALL BE SIMILAR ARCHITECTURAL STYLE. NOTE: ALL BRICK/MASONRY TO BE PROVIDED BY GC’S SUBCONTRACTOR. Front Elevation & Side Detail - Custom Monument Sign Structure - Sign A 1/2” = 1’-0”Display Square Footage (Cabinet): 18.04’-0” (48”) OAH7”87” OAW 18 1/4” 30” CHANNEL FORM 29 5/8” PAN 31 5/8” V.O. 34 3/8” CUT SIZE 35 5/8” RETAINER 72” CABINET FACE: M9 STREET SIDE OAH: OAL: 27 1/2” 25 1/16” 7-ELEVEN LOGO DIMENSIONS: HINGE 2” INSET RETAINER PANNED 3/16” POLY. FACE 2” PAN2” PAN 8” MASONRY BASE (BY GC SUB) PWM PRICE SCROLLER PWM PRICE SCROLLER NOTE: GAS PRICE CABINET TO BE EXTERNALLY ILLUMINATED. NOTE: ALL/ANY EXTERNAL ILLUMINATION IS TO BE PROVIDED BY ELECTRICAL CONTRACTOR. NOTE: TYPE OF EXTERNAL LIGHTING IS TBD. Allowed: Proposed: 40.0 sqft 29.1 sqft Total Sign Square footage Calculations: Allowed: Proposed: 4 Feet 4 Feet Overall Height: Requirements: Proposed: 10 Feet 10 Feet SetBacks: 1. Electromagnetic technology involves changing a magnetic field so as to induce an electric current. 2. An electromagnetic field converts the mechanical energy into electrical energy. 3. PWM uses this technology for their segment signs. 4. Power is only required to change the data displayed. 5. Inherent magnetic memory in each segment retains the display indefinitely without power being applied. 6. The data on multiple displays can be quickly changed. 7. The light-reflecting segments provide excellent visibility for a wide range of ambient light conditions. 8. Visibility increases with an increase in the ambient light level. 9. Characters are visible from very wide angles. 10. Each segment rotates on a stainless steel pivot for maximum reliability. 1. Heat is a non-issue for electromagnetic signs. 2. In areas where segment signs are exposed to extreme cold, additional heating is required. Principles of Operation 1. The drawings LEFT show a rounded panel segment from the top view. 2. To set a price, meaning to adjust the segments to reflect the desired number, an electronic impulse to the coil creates a magnetic field. 3. This magnetic field turns the segment in or out. 4. Each segment moves between the background and display surface plate. PWM SEGMENT ELECTRONIC PRICE UNIT: DIESEL 30” CHANNEL FORM36” CABINET29 5/8” PAN31 5/8” V.O.34 3/8” CUT SIZE5 3/4”4 3/8”11 3/8”7 1/4”4”4”8” MASONRY BASE (BY GC SUB) 1”1” 12V 60WATT REMOTE POWER SUPPLY 1/8” ALUM. PAINTED FACE 3/16” CLEAR POLYCARBONATE WHITE LEDS .063 ALUM. RETURNS 1” STAND OFF ALUM. BACK PANEL DIESELNIGHT VIEW NIGHT VIEW 5”Exhibit E 2 of 5 3 THE SIGNS ON THESE PAGES HAVE BEEN DESIGNED TO MEET OR EXCEED ALL APPLICABLE CODES OR REQUIREMENTS OF THE NEC-2014 AND OR THE 2014 FBC AND OR THE 2007 SFBC CDR: bb RCC: aa DPM: aa customer approval date: Designer: mh Page: THIS DESIGN IS FOR THE SOLE PURPOSE OF ILLUSTRATION & CONCEPT DESIGN. THIS FILE IS NOT TO BE USED FOR PRODUCTION AND/OR FABRICATION. THIS DESIGN IS THE SOLE PROPERTY OF HARBINGER AND MAY NOT BE USED OR DUPLICATED IN ANY FORM WITHOUT THE EXPRESS WRITTEN PERMISSION OF HARBINGER. SVE7128-R5 F:\Customers\7 Eleven\Art \SVE7128-R5 #1043547.cdr date:description: designer: mh mh mh mh mh mh rev. 07.11.18 07.17.18 07.26.18 08.17.18 10.03.18 10.08.18 00 R1 R2 R3 R4 R5 Original Concept Revised sign B letter height & changed to standard canopy. Revised sign A to non-illuminated, revised fuel canopy. Revised to SEI brand fuel. Revised sign A, site plan & building elevations. Revised sign A, removed window signs from exhibit. 7-Eleven #1043547 890 S. Denton Tap Road Coppell, Texas 75019 5300 Shad Road, Jacksonville, FL. 32257 • 904.268.4681 2301 Ohio Dr, Plano, TX. 32257 • 972.905.9450 RER: aa 20’-5 3/4” (OAW)4’-0” OAHMANUFACTURE & SHIP ONE (1) SET OF CUSTOM 48” LETTER HEIGHT INTERNALLY ILLUMINATED REMOTE CHANNEL LETTERS. 3/16” THICK WHITE ACRYLIC FACES. 4” DEEP ALUMINUM RETURNS PRE-PAINTED 313 DURANODIC BRONZE. 1” DURANODIC BRONZE(JEWELITE) TRIM CAP. LETTERS TO BE INTERNALLY ILLUMINATED W/ WHITE LEDS. 313 DURANODIC BRONZEPAINT SPECS: NOTE: LOGOS IN ANY COLOR SHALL NOT EXCEED 20% OF THE AREA OF THE SIGN. Front View & Side Mounting Detail - Custom 48” Letter Height - Internally Illuminated Remote Channel Letters - Sign B 3/8” = 1'-0"Display Square Footage: 87.5 4” .040 ALUM. RETURNS 12V 60WATT REMOTE POWER SUPPLY 3MM ACM WHITE BACKS 3/16” WHITE POLY FACE 1” JEWELITE TRIM CAP WHITE LEDS BUILDING WALL 3/8” ALL THREAD W/ NUTS & WASHER ½” SEALTITE CONDUIT 1/4” WEEP HOLES DISCONNECT SWITCH DISCONNECT SWITCH (INSIDE WALL)Exhibit E 3 of 5 4 THE SIGNS ON THESE PAGES HAVE BEEN DESIGNED TO MEET OR EXCEED ALL APPLICABLE CODES OR REQUIREMENTS OF THE NEC-2014 AND OR THE 2014 FBC AND OR THE 2007 SFBC CDR: bb RCC: aa DPM: aa customer approval date: Designer: mh Page: THIS DESIGN IS FOR THE SOLE PURPOSE OF ILLUSTRATION & CONCEPT DESIGN. THIS FILE IS NOT TO BE USED FOR PRODUCTION AND/OR FABRICATION. THIS DESIGN IS THE SOLE PROPERTY OF HARBINGER AND MAY NOT BE USED OR DUPLICATED IN ANY FORM WITHOUT THE EXPRESS WRITTEN PERMISSION OF HARBINGER. SVE7128-R5 F:\Customers\7 Eleven\Art \SVE7128-R5 #1043547.cdr date:description: designer: mh mh mh mh mh mh rev. 07.11.18 07.17.18 07.26.18 08.17.18 10.03.18 10.08.18 00 R1 R2 R3 R4 R5 Original Concept Revised sign B letter height & changed to standard canopy. Revised sign A to non-illuminated, revised fuel canopy. Revised to SEI brand fuel. Revised sign A, site plan & building elevations. Revised sign A, removed window signs from exhibit. 7-Eleven #1043547 890 S. Denton Tap Road Coppell, Texas 75019 5300 Shad Road, Jacksonville, FL. 32257 • 904.268.4681 2301 Ohio Dr, Plano, TX. 32257 • 972.905.9450 RER: aa 90.17’ BUILDING WIDTH 11.11’11.11’ Storefront & Side Corner Elevation - Sign B 3/32”=1’-0” Square footage Calculations: Allowed: Proposed: 90.0 sqft 87.5 sqft Exhibit E 4 of 5 5 THE SIGNS ON THESE PAGES HAVE BEEN DESIGNED TO MEET OR EXCEED ALL APPLICABLE CODES OR REQUIREMENTS OF THE NEC-2014 AND OR THE 2014 FBC AND OR THE 2007 SFBC CDR: bb RCC: aa DPM: aa customer approval date: Designer: mh Page: THIS DESIGN IS FOR THE SOLE PURPOSE OF ILLUSTRATION & CONCEPT DESIGN. THIS FILE IS NOT TO BE USED FOR PRODUCTION AND/OR FABRICATION. THIS DESIGN IS THE SOLE PROPERTY OF HARBINGER AND MAY NOT BE USED OR DUPLICATED IN ANY FORM WITHOUT THE EXPRESS WRITTEN PERMISSION OF HARBINGER. SVE7128-R5 F:\Customers\7 Eleven\Art \SVE7128-R5 #1043547.cdr date:description: designer: mh mh mh mh mh mh rev. 07.11.18 07.17.18 07.26.18 08.17.18 10.03.18 10.08.18 00 R1 R2 R3 R4 R5 Original Concept Revised sign B letter height & changed to standard canopy. Revised sign A to non-illuminated, revised fuel canopy. Revised to SEI brand fuel. Revised sign A, site plan & building elevations. Revised sign A, removed window signs from exhibit. 7-Eleven #1043547 890 S. Denton Tap Road Coppell, Texas 75019 5300 Shad Road, Jacksonville, FL. 32257 • 904.268.4681 2301 Ohio Dr, Plano, TX. 32257 • 972.905.9450 RER: aa VARIES 36" 24"36" Front Elevation - 36" Canopy Height - Sign And Graphics Layout 3/8” = 1’-0” Face & Side Detail - W9 (00000000) Canopy Sign Cabinet - Sign C ½” = 1’-0"Display Square Footage(Cabinet): 9.0 MANUFACTURE & SHIP THREE (3) W9 (00000000) S/F INTERNALLY ILLUMINATED CANOPY SIGN CABINETS. 3/16” THICK PAN FORMED & EMBOSSED WHITE ACRYLIC FACE W/ TRANSLUCENT VINYL GRAPHICS APPLIED FIRST SURFACE. 4” DEEP EXTRUDED ALUM. CABINET W/ 1 1/4” RETAINERS TO BE PAINTED WHITE. CABINET TO BE INTERNALLY ILLUMINATED W/ WHITE LEDS. VINYL SPECS: 3M 3630-44 ORANGE, 3M 3630-33 RED, 3M 3630-26 GREEN PMS WHITEPAINT SPECS: NOTE: SIGN TO BE INSTALLED 2’-0” FROM LEFT EDGE OF GAS CANOPY. OAH: OAL: 29 1/2” 27” 7-ELEVEN LOGO DIMENSIONS: PANNED 3/16” ACRYLIC FACE ON/OFF TOGGLE SWITCH LAG BOLTS W/ SHIELDS WHITE LED GAS CANOPY 4”2” PAN 1/4” EMBOSS EMBOSS 3/4” EMBOSS .040 ALUM. BACK POWER SUPPLY 1 1/4” RETAINER 36” CABINET 35 1/2” CUT SIZE 33 1/2” V.O. 30 1/2” PAN 36” CABINET35 3/4” CUT SIZE33 1/2” V.O.31 1/2” PAN2 1/4” FLANGE 2” FLANGE Front and Side Elevation (6MPD Stacked Canopy Configuration) - Sign C NTS 17’-6” OAH3’-0”14’-6”86’-0” 2’-0”3’-0” 36’-0” 2’-0”3’-0” FRONT ELEVATION: SIDE ELEVATION: SIDE ELEVATION: NOTE: PER CITY CODE TRI-STRIPES ARE NOT ALLOWED.17’-6” OAH3’-0”14’-6”REAR ELEVATION: Exhibit E 5 of 5 1 MEMORANDUM To: Mayor and City Council From: Suzanne Arnold, Chief Building Official Date: December 4, 2018 Reference: Consider an Amendment to Ordinance Section 6-15-7 (Temporary Signs) 2030: Special Place to Live Executive Summary: The City is seeking to amend Chapter 6, Article 6-15, Section 6-15-7 (B) to repeal this subsection in its entirety to eliminate reference to real estate signs and repeal City Sign Zones, and authorize the Mayor to sign. Introduction: The proposed amendment is to remove misplaced and outdated content that is in conflict with other Ordinances and current practice. Analysis: Section 6-15-7 covers Political Signs and Polling Places. Subsection (B), which the City is seeking to repeal, covers Real Estate Signs, and is ill-suited for this section. Furthermore, the information regarding real estate signs is outdated and has been replaced by content in Section 6 -15-6. The references in Subsection (B) contradict content elsewhere in the Code of Ordinances, thus creating obstacles to fair enforcement of the Ordinance as intended. Legal Review: The documents were reviewed by Bob Hager at NJDHS. 2 Fiscal Impact: N/A Recommendation: Building Inspections recommends approval this Ordinance amending Chapter 6, Article 6-15, Section 6-15-7 (B). TM 104740 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. AN ORDINANCE OF THE CITY OF COPPELL, TEXAS, AMENDING THE CODE OF ORDINANCES BY AMENDING CHAPTER 6, ‘BUSINESS REGULATIONS’, ARTICLE 6.15 ‘TEMPORARY SIGNS’, SECTION 6-15- 7 ‘POLITICAL SIGNS AND POLLING PLACES’ TO REPEAL SUBSECTION (B) RELATED TO REAL ESTATE SIGNS IN SIGN ZONES IN ITS ENTIRETY AND RESERVE FOR FURTHER USE; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND DOLLARS ($2,000.00) FOR EACH OFFENSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has previously determined that all signage of all content shall be removed from the public right-of-way; and WHEREAS, Subsection (B) of Section 6-15-7 inadvertently remains in text of the Sign Ordinance, which referred to real estate signs and sign zones; and WHEREAS, such signs are no longer permitted in the public right-of-way and Subsection (B) of Section 6-15-7 should be repealed in its entirety and reserve for future use. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, DALLAS COUNTY, TEXAS: SECTION 1. That Chapter 6 ‘Business Regulations’ of the Coppell Code of Ordinances be, and the same is, hereby amended by amending Article 6.15 ‘Temporary Signs’, Section 6.15- 7 to repeal subsection (B) related to real estate signs in signs zones in its entirety and reserve for further use which shall hereinafter read as follows: “CHAPTER 6. BUSINESS REGULATIONS . . . . . ARTICLE 6-15. – TEMPORARY SIGNS …. TM 104740 Sec. 6-15-7. Political signs and polling places. 1. Political Signs . . . . (A) . . . . . (B) (Reserved for future Use) . . . .” SECTION 2. All ordinances of the City of Coppell in conflict with the provisions of this ordinance shall be, and the same are hereby, repealed; provided, however, that all other provisions of said ordinances not in conflict herewith shall remain in full force and effect. SECTION 3. Should any word, sentence, paragraph, subdivision, clause, phrase or section of this ordinance or of the Code of Ordinances, as amended hereby, be adjudged or held to be void or unconstitutional, the same shall not affect the validity of the remaining portions of said ordinance or the Code of Ordinances, as amended hereby, which shall remain in full force and effect. SECTION 4. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 5. That any person, firm or corporation violating any of the provisions or terms of this ordinance shall be subject to the same penalty as provided for in the Code of Ordinances of the City of Coppell, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of two thousand dollars ($2,000.00) for each offense. SECTION 6. This ordinance shall take effect immediately from and after its passage and publication of the caption as required by law. TM 104740 DULY PASSED by the City Council of the City of Coppell, Texas, this the _______ day of ___________________, 2018. APPROVED: KAREN SELBO HUNT, MAYOR ATTEST: CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: ROBERT E. HAGER, CITY ATTORNEY 1 MEMORANDUM To: Mayor and City Council From: Brad Reid, Director of Parks and Recreation Date: December 11, 2018 Reference: Consider approval of a purchase from Deere & Company, through Buyboard Contract No. 529-17, for four (4) utility vehicles: two (2) John Deere 2030 Diesel ProGators and two (2) John Deere HPX815E Diesel Gators , in the amount of $84,852.12, as budgeted, and authorizing the City Manager to sign any necessary documents. 2030: Sustainable City Government: Excellent and Well-Maintained City Infrastructure and Facilities General Information: • 4 units to be replaced have reached the end of their service life. • Funding is included in the FY 2018-19 budget. • Contract pricing obtained through Buyboard cooperative purchasing program. Contract No. 529-17. Introduction: In an effort to operate a clean, efficient and reliable fleet, Fleet Services sets an initial life expectancy on all vehicles and equipment introduced into the fleet. During its service life, each vehicle and piece of equipment is subject to close monitoring of unit availability, operating cost, accumulated miles/hours, condition, obsolescence and the ability to perform required tasks. Replacements are based on the results of those observations. Analysis: The units being replaced have reached the point in their service life where it has been determined that replacement is prudent. To reduce downtime, maximize efficiency and productivity and prov ide a solid platform from which to operate, the units have been carefully selected with the Parks and Recreation department and Fleet Services working closely together. Consequences of not replacing these units include decreased vehicle and equipment availability, increased operating costs and reduced service levels to our internal customers and to the community. 2 Legal Review: Agenda item did not require legal review Fiscal Impact: The fiscal impact is $84,852.12 Recommendation: The Parks and Recreation Department recommends approval of this item. ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989 ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER: Austin Turf & Tractor 2098 Valley View Lane Farmers Branch, TX 75234 214-630-3300 harry.jukes@austinturf.com Confidential Salesperson : X ______________Accepted By : X ______________ Quote Summary Prepared For: City Of Coppell Po Box 478Coppell, TX 75019Business: 972-304-3687 Delivering Dealer: Austin Turf & TractorJon Manning2098 Valley View LaneFarmers Branch, TX 75234 Phone: 214-630-3300jon.manning@austinturf.com Quote ID:18575234 26 November 2018 26 November 2018 Created On: Last Modified On: Expiration Date:25 December 2018 Equipment Summary Selling Price Qty Extended John Deere ProGator 2030A Diesel (2wd Traction Unit/5 Speed Manual Transmission/Cargo Dump Bed With Bedliner Kit/Rear Auxillary Hydraulic Kit/Work Light Kit) $ 27,905.08 X 2 =$ 55,810.16 Contract: TX BuyBoard Grounds Mtnc Equip, Irrigation 529-17 (PG 67 CG 70) Price Effective Date: November 26, 2018 John Deere HPX815E Diesel (Deluxe Glass Cab/All Purpose Tires/Bench Seat/Deluxe Cargo Box/Brake & Turn Signal Kit/Power Dump Bedlift Kit) $ 14,520.98 X 2 =$ 29,041.96 Contract: TX BuyBoard Grounds Mtnc Equip, Irrigation 529-17 (PG 67 CG 70) Price Effective Date: November 26, 2018 Equipment Total $ 84,852.12 * Includes Fees and Non-contract items Quote Summary Equipment Total $ 84,852.12 Trade In SubTotal $ 84,852.12 Est. Service Agreement Tax $ 0.00 ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989 ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER: Austin Turf & Tractor 2098 Valley View Lane Farmers Branch, TX 75234 214-630-3300 harry.jukes@austinturf.com Confidential Salesperson : X ______________Accepted By : X ______________ Total $ 84,852.12 Down Payment (0.00) Rental Applied (0.00) Balance Due $ 84,852.12 Quote Id: 18575234 Customer Name:CITY OF COPPELL Selling Equipment Confidential ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989 ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER: Austin Turf & Tractor 2098 Valley View Lane Farmers Branch, TX 75234 214-630-3300 harry.jukes@austinturf.com John Deere ProGator 2030A Diesel (2wd Traction Unit/5 Speed Manual Hours: Stock Number: Contract:TX BuyBoard Grounds Mtnc Equip, Irrigation 529-17 (PG 67 CG 70) Price Effective Date:November 26, 2018 * Price per item - includes Fees and Non-contract items Code Description Qty 1414TC MY17 ProGator 2030A (Diesel) 2 Standard Options - Per Unit 001A US/Canada 2 0443 Operator's Manual - English 2 1139 Standard Front Tires 23x10.5-12 (4 PR) 2 1162 Wide Rear Multi-Trac (2) Tires and (2) Wheels, 26 x 14-12 (4 PR) 2 1190 2WD Traction Unit 2 2200 Factory Installed Auxiliary Hydraulics 2 9774 Throttle/Governor Control Kit 2 9776 Cargo Box 2 9777 Cargo Box Bedliner 2 9778 Quick Connect Kit 2 Dealer Attachments/Non-Contract/Open Market TA-WLR Wiedmann LED Bracket Kit (Allied Non Contract Item) 2 RL-20211 3 Wiedmann LED Light Kit (Allied Non Contract Item) 2 Other Charges Customer Setup 2 Fees Delivery Fee Quote Id: 18575234 Customer Name:CITY OF COPPELL Selling Equipment Confidential ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989 ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER: Austin Turf & Tractor 2098 Valley View Lane Farmers Branch, TX 75234 214-630-3300 harry.jukes@austinturf.com John Deere HPX815E Diesel (Deluxe Glass Cab/All Purpose Tires/Bench Equipment Notes: Hours: Stock Number: Contract:TX BuyBoard Grounds Mtnc Equip, Irrigation 529-17 (PG 67 CG 70) Price Effective Date:November 26, 2018 * Price per item - includes Fees and Non-contract items Code Description Qty 57H2M HPX815E (MY19)2 Standard Options - Per Unit 001A US/Canada 2 0505 Build To Order 2 1011 High-Performance All- Purpose (HPAP) Tires 2 2006 Bench Seat Yellow 2 3003 Cargo Box with Spray In Liner, Brake and Tail Lights 2 3100 Cargo Box Power Lift 2 4004 Deluxe Cab Frame/Including Glass Windshield with Wiper, Electrical Kit, Rear Window and Nets 2 4049 Less Black Poly Roof 2 4201 Front Brush Guard 2 Dealer Attachments/Non-Contract/Open Market BM25548 Deluxe Signal Light Kit 2 BM22290 Drawbar/ ball mount for 51mm (2 in.) receiver hitch. Hitch Ball sold separately. 2 BM21651 Front Work Light Kit - Deluxe Cab 2 VGB10544 Heavy-Duty Front Suspension 2 Quote Id: 18575234 Customer Name:CITY OF COPPELL Selling Equipment Confidential ALL PURCHASE ORDERS MUST BE MADE OUT TO (VENDOR): Deere & Company 2000 John Deere Run Cary, NC 27513 FED ID: 36-2382580; DUNS#: 60-7690989 ALL PURCHASE ORDERS MUST BE SENT TO DELIVERING DEALER: Austin Turf & Tractor 2098 Valley View Lane Farmers Branch, TX 75234 214-630-3300 harry.jukes@austinturf.com BM26183 Turn Signal Light Harness Kit 2 Fees Delivery Fee 1 MEMORANDUM To: Mayor and City Council From: Jennifer Miller, Director of Finance Date: December 11, 2018 Reference: Amending Fee Resolution 2030: Sustainable City Government – Financial Resources to Support City Services Introduction: The fees charged by the City have been reviewed and the proposed changes are being brought forward for Council’s approval. Analysis:  The current Solid Waste contract with Republic provides for an annual adjustment of 3.0%. For the residential customer, rates will increase from $16.19 per month to $16.68. The senior rate will increase from $14.57 per month to $15.00. The commercial rates will reflect the same 3.0% increase. This increase is effective January 1, 2019. Legal Review: This agenda item was reviewed by legal during the normal review of the agenda packet. Fiscal Impact: Recommendation: The Finance Department recommends approval. 1 RESOLUTION NO. __________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, AMENDING RESOLUTION NO. 010996.3, THE MASTER FEE SCHEDULE, AS AMENDED, BY AMENDING THE GARBAGE COLLECTION FEES, IN PART; AND PROVIDING A REPEALING CLAUSE AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Coppell, Texas, previously adopted Resolution No. 010996.3 to provide for general and special fees and charges to be assessed and collected by the City, as authorized by the Code of Ordinances and other applicable codes, ordinances, resolutions, and laws; and WHEREAS, the City Council of the City of Coppell desires to amend certain fees as set forth therein and delete others as authorized by law; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the Master Fee Schedule section entitled “Garbage Collection Fees” be amended, in part to read as follows: Garbage Collection Fees (Effective January 1, 2019) Solid Waste and Recycling (Includes Yard Trimmings and At Your Door HHW Fees) 1. Residential Garbage Customer $16.68 per month Senior Citizen Residential Garbage Customer $15.00 per month Public Education Fee $ 0.10 per month 2 2. Monthly Fees for Dumpster Services: Pickups per Week Dumpster Type and Size 1 2 3 4 5 6 7 2 CYD $67.33 $112.10 $148.74 $185.64 $226.96 $268.82 $312.37 3 CYD $103.46 $172.25 $228.56 $285.27 $348.75 $413.07 $480.01 4 CYD $127.00 $247.41 $339.20 $429.46 $520.80 $625.01 $735.79 6 CYD $154.42 $264.12 $380.56 $484.73 $584.12 $689.60 $798.96 8 CYD $195.63 $333.61 $470.26 $597.21 $718.23 $850.81 $988.77 10 CYD $248.39 $424.48 $598.86 $746.52 $915.33 $1,084.54 $1,260.61 2 CYDC $341.83 $455.37 $566.55 $618.32 $793.68 $904.84 $1,018.40 3 CYDC $384.08 $511.66 $636.57 $764.17 $891.77 $1,016.68 $1,144.28 4 CYDC $429.28 $550.19 $703.03 $855.87 $1,008.70 $1,158.89 $1,224.25 6 CYDC $453.18 $645.91 $838.60 $1,029.99 $1,224.01 $1,322.14 $1,610.74 8 CYDC $516.97 $750.88 $983.47 $1,216.88 $1,381.43 $1,683.84 $1,916.43 3. Fees for Roll-off Services: Type and Size Container Rental (Per Month) Initial Delivery (One Time Collection Fee (Per Pull) 10 CY $168.82 $73.16 $305.75 20 CY $168.82 $73.16 $311.99 30 CY $168.82 $73.16 $357.35 40 CY $168.82 $73.16 $453.52 25 CYC $450.20 $95.67 $442.32 30 CYC $450.20 $95.67 $451.74 35 CYC $450.20 $95.67 $473.21 40 CYC $450.20 $95.67 $528.84 4. Monthly Fees for Commercial Hand Collect 1 to 5 Solid Waste Bags per Scheduled Collection Day $20.27 per month 6 to 10 Solid Waste Bags per Scheduled Collection Day $25.16 per month 3 5. Fees for Extra Pick Ups for Dumpster Services Dumpster Type and Size Fee (per Pickup) 2 CY Dumpster $32.36 3 CY Dumpster $38.83 4 CY Dumpster $51.77 6 CY Dumpster $58.25 8 CY Dumpster $64.72 10 CY Dumpster $71.19 2 CY Dumpster Compactor $129.43 3 CY Dumpster Compactor $142.38 4 CY Dumpster Compactor $161.79 6 CY Dumpster Compactor $181.21 8 CY Dumpster Compactor $194.15 2 CY Dumpster Compactor Customer Own $133.31 3 CY Dumpster Compactor Customer Own $147.69 4CY Dumpster Compactor Customer Own $166.64 6 CY Dumpster Compactor Customer Own $186.64 8 CY Dumpster Compactor Customer Own $199.98 6. Fees for Eligible Disaster Debris Services Grapple Truck $148.39 per hour per truck Rear loader $148.39 per hour per truck 7. Other Fees for Commercial and Roll-off Services Locks $ 10.35 per lock/per month Casters $ 12.94 per set/per month Permit $ 20.00 per permit Opening and Closing of Enclosures No Charge Liner $ 64.72 per Liner Container Exchange Rate $ 62.83 per container 8. Fees for Additional Bulky Waste Services (in excess of Base Services) White Good $32.36 Mattress/Box Springs $32.36 Furniture $32.36 Other $32.36 Per 2 CY 4 SECTION 2. That all provisions of the resolutions of the City of Coppell, Texas, in conflict with the provisions of this Resolution, except as noted herein, be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this Resolution shall remain in full force and effect. SECTION 3. That should any word, phrase, paragraph, or section of this Resolution be held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this Resolution as a whole, or any part or provision thereof other than the part so decided to be unconstitutional, illegal or invalid, and shall not affect the validity of the Resolution as a whole. SECTION 4. That this Resolution shall become effective immediately from and after its passage as the law and charter in such cases provide. DULY PASSED by the City Council of the City of Coppell, Texas, this the 11th day of December, 2018. APPROVED: __________________________________ KAREN SELBO HUNT, MAYOR ATTEST: __________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: __________________________________ CITY ATTORNEY ITEM # 4 Page 1 of 4 CITY OF COPPELL PLANNING DEPARTMENT STAFF REPORT CASE NO.: PD-259R-SF-7/9, Blackberry Farm P&Z HEARING DATE: July 19, 2018 C.C. HEARING DATE: August 14, 2018 STAFF REP.: Marcie Diamond, Assistant Director of Community Development/Planning LOCATION: North side of Sandy Lake Road, 750 feet northeast of Starleaf Road SIZE OF AREA: 54.8 acres of property CURRENT ZONING: PD-259-SF-7/9 (Planned Development-259-Single Family-7 & 9) REQUEST: A zoning change to PD-259R-SF-7/9 (Planned Development-259 Revised -Single Family-7 & 9), to permit the development of 74 single-family lots and nine (9) common area lots. APPLICANT: Blackberry Farms, LLC David Hayes Holmes Builders 225 State Highway 121, Suite 120 Coppell, Texas 75019 (214) 488-5200 Email: dhayes@theholmesbuilders.com HISTORY: In early 1999, this applicant applied for rezoning from SF-12 to PD–SF-9 on 28.21 acres of this request area to develop 55 residential lots. At that time substantial neighborhood opposition surfaced, staff had a number of concerns, and the Planning Commission unanimously denied the request. The case was appealed to Council and was denied by that body in March. The same applicant has acquired additional land from Carrollton in 2012 (Carrollton has dis-annexed and Coppell annexed the property), an adjacent property owner, and enlarged the request area by 26.6 acres for a total of 54.8 acres. In 2013 City Council approved PD-259-SF-7/9 for 82 single-family lots and 6 common areas subject to various conditions, including Flood Plain Study and a tree mitigation fee of $125,000 being paid prior to construction. A detailed comparison of the revised request and the current request is included in the staff analysis. Preliminary Plats and Final Plats for this property were approved in 2014 and again in 2016, all of which have expired. ITEM # 4 Page 2 of 4 TRANSPORTATION: Sandy Lake Road is an improved, C4D/6, four-lane divided thoroughfare in a six-lane right-of-way (110 feet). SURROUNDING LAND USE & ZONING: North: vacant flood plain, City of Carrollton South: St. Joseph’s Village; PD-114 (SF-7) East: Single-family home; SF-12 West: landscape nursery; “R” Retail and Single Family; “SF-7” COMPREHENSIVE PLAN: Coppell 2030, A Comprehensive Master Plan, shows this property as Residential Neighborhood and Floodplain DISCUSSION: As stated in the HISTORY section of this report, a PD for 55 lot single-family development was denied 1999 a portion of this land area. There was substantial neighborhood opposition as well as concerns from staff regarding emergency access to the property. During 2012-13 this applicant enlarged the area of request through the annexation from the City of Carrollton and acquiring additional land from an adjacent property owner. The existing PD was approved for 82 lots, six common area lots, and a significant list of PD Conditions. This current request is similar to the existing PD, except that:  Number of lots has been reduced from 82 to74;  the common areas have increased from approximately 24 acres to 30 acres to accommodate the drainage issues (6 to 9 common areas); and  this is proposed to be a two-phase request, Phase 1 including 54 lots and 8 common areas, Phase 2, 20 lots with one common area.  Most of the conditions relating to the requirement for flood and drainage studies have been deleted, as the CLOMR has been approved by FEMA and detail site and engineering plans have been revised to reflect the recommendations, such as single-family lots not extending into the floodplain areas, increased drainage areas which shall be maintained by the HOA (not being part of the platted residential lots), the provision of a 10’ wide private drainage easement along a portion of the west property line, etc. However, prior to the filing of the Final Plat for this property, additional determination may be required in relation to the location of the retaining walls and the overall maintenance of the drainage area.  The applicant is requesting an additional condition which allows for a variance to the Erosion Hazard Setback Ordinance, which was adopted in 2015 after the original PD was established on this property. The application’s rationale for a variance to this ordinance is as follows: “The erosion hazard setback was implemented after this subdivision was originally designed. With the original design of this subdivision, there was a slope stability analysis conducted that was taken into consideration with the design for the flood plain, retaining walls and lot filling so that no homes would be located in slope failure zone. That is one of the reasons the retaining walls are set back from the top of creek banks by at least 30 feet. The exhibit shows the erosion hazard setback to fall in the rear yards of some of the lots, but ITEM # 4 Page 3 of 4 nothing greater than the rear yard setback of twenty feet. There is no impact on the proposed homes. Additional staff review of the Erosion Control Setback Exhibit prior to filing the Final Plat of Phase One is included as PD Condition. Stream bank erosion protection will require approval by the US Army Corps of Engineers. No Final Plats may be filed or work shall commence prior to that approval.  The following conditions will also be part of this amended PD: o Homeowners Association shall be responsible to maintain the stabilization along the creek bank of Denton Creek from erosion. Each lot owner shall be notified and provide a hold harmless agreement by separate instrument that the City and Developer are not liable for future erosion of the creek bank, and o The Homeowners Association shall be responsible to maintain the storage basins/ponds being constructed with the development. Other requested revisions to the PD Conditions, as established in the existing ordinance, include the following: o Deletion of the requirement for a 3-home separation between stucco homes o Allowance for detached buildings in front yard – see discussion below o Deletion of the option for rolled curbs o Deletion of the Hike and Bike Trail (internal to the site) o Revision of the bridge over the creek from dual to a single arch o Elimination of the option for pedestrian easement connecting Blackberry Farms to the residential subdivision to the west, as it appears that there was not an agreement of the respective landowners. Tree Mitigation The original request included a detailed tree survey and mitigation plan, which based on the ordinance at that time, and fees were determined to be in the range of $600,000. In response to the applicant’s requested reduction in mitigation fees to $600.00, City Council granted a mitigation fee of $125,000. This PD condition shall be carried forward to this PD request. Outstanding Issues Entry Feature/Common Area Lot 2X The current PD includes Detail Plans for the construction of entry features (stone wall with signage and entry arches) and a 1.125-acre tract common area (Lot 2X), which was envisioned to be a teaching laboratory—a mini-farm. Specifically, the Detail Plan indicated a Farm House, Blackberry Patch, landscaping, circular drive and limited parking, which was attached to the Ordinance as Exhibits “C-3 and C- 4”. Additionally, the existing PD contains the following condition:  The farm house at the subdivision entrance will not be used or occupied as a residence or retail business, except occasional sales of seasonal botanical gardening materials. Staff is recommending that for clarity, these exhibits and conditions are made part of this revised PD Ordinance and an additional condition be added that requires: ITEM # 4 Page 4 of 4  The development of Lot 2X and the entry features be constructed prior to the issuance of a building permit for the first home, other than a model home. Finally, along the north and east side of Lot 2X is the a 15’ wide paved private drive which provides for emergency access to this subdivision. This additional private drive was required given this development will only have one access point onto Sandy Lake Road. Structures in the Front Yard There is an existing PD Condition which reads as follows: “Detached buildings and hardscapes shall be permitted in front yard, but must be behind the twenty-five (25) foot front building setback”. Staff expressed concern about the implications of the implementation of this condition, and upon re-submission the applicant provided the following wording. “Hardscapes consisting of masonry, wood, stucco where home is stucco and/or metal courtyard wingwalls and screening to a maximum height of eight (8) feet shall be permitted in front yard, but must be behind the 25- foot front yard setback”. While conceptually staff could support some sort of PD condition allowing for appropriately designed front yard fencing, additional clarification is needed as to the purpose and intent of this condition, and (as previously requested) more details of this concept. Staff requested pictures of some examples where this has been built. Overall, the proposal meets the objectives of the Comprehensive Plan in that the development is residential in nature, and reflects the land use contemplated by the Plan, conditions of approval . RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION: Staff is recommending APPROVAL of this request subject to the PD conditions, as revised as attached Exhibit “A”, and the attachment of the Entry Feature/Common Area Lot 2X Exhibits. 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. Exhibit “A” – PD Conditions 2. Site Plan 3. Landscape Plan 4. Retaining/Screening Wall Locations 5. Erosion Hazard Setback Exhibit 6. Bridge Exhibit 7. Entry Feature/Common Area Lot 2X EXHIBIT “A” PLANNED DEVELOPMENT CONDITIONS - PD-“SF-9” AND “SF-7” A. The exterior of a maximum of 18 single family residences in this development shall be permitted to be constructed with stucco exterior finish in lieu of masonry as provided in the Comprehensive Zoning Ordinance. Stucco as used in this ordinance shall be defined as continuous plaster or mortar of seven-eighths (7/8”) of an inch thickness over wood frame with metal lath and elastomeric topcoat. All single family residences permitted to be of stucco material or plaster shall be of earth tone color. B. Minimum 25-foot front building line shall be provided for all single family lots. C. Homes to be built on Lot 1 and Lot 20 in Block D shall have a minimum size of 2,800 square feet. D. Sidewalks will be constructed at time of house construction on all single family lots. E. No alley will be provided for any Lots. F. Hardscapes consisting of masonry, wood, stucco where home is stucco, and/or metal courtyard wingwalls and screening to a maximum height of eight (8) feet shall be permitted in front yard, but must be behind the 25-foot front building setback. Additional clarification is required. G. A drainage flood study approved by the City Engineer will be required with the submission of prior to the filing of aa Ffinal Pplat for Phase 1 of for this development. Stream bank erosion protection will require approval by the US Army Corps of Engineers. No Final Plats may be filed or work shall commence prior to that approval. H. There will be a minimum side yard setback of 5 feet on Lots 1 through 20, Block D. I. The center island in the cul-de-sac at the east end of Persimmon Drive shall be constructed of cobblestone patterned concrete and shall be maintained by the Homeowners Association. J. The Homeowners Association shall be responsible to maintain the stabilization along the creek bank of Denton Creek from erosion. Each Lot Owner shall be notified and provide a hold harmless agreement by separate instrument that the City and Developer are not liable for future erosion of the creek bank. K. The Homeowners Association shall be responsible to maintain the storage basins/ponds being constructed with the development. L. Tree mitigation fees of $125,000 must be paid prior to construction. M. Park fees are required in the amount of $1285 per lot. N. The creek crossing shall be a concrete single arch culvert with a stone pattern and textured concrete or natural stone veneer and a steel rail on a reinforced concrete base. O. This project is not subject to the Erosion Hazard Setback per City Ordinance, Sec. 13-9-1, G- 20. a. Staff will review of the Erosion Control Setback Exhibit prior to filing the Final Plat of Phase One P. Retaining Walls are to be constructed of stone and maintained by the lot owner. If the owner fails to maintain the wall, the Homeowners Association has the right to repair the wall and assess the lot owner. City has no responsibility for the retaining walls on private property. Q. There will be additional comments at the time of Detail Engineering Review. R. Detail Site and Landscape Plan for Lot 2X and the screening wall entry feature shall be attached to this PD and shall be subject to: a. The farm house at the subdivision entrance will not be used or occupied as a residence or retail business, except occasional sales of seasonal botanical gardening materials. b. The development of Lot 2X and the entry features be constructed prior to the issuance of a building permit for the first home, other than a model home. KADLECK & ASSOCIATESPhone (214) 473-4640Toll Free (888) 937-5150TBPLS Firm Reg. No. 100743012740 Dallas Pkwy., Ste. 280Plano, TX 75093westwoodps.comWestwood Professional Services, Inc.a Division ofTBPE Firm Reg. No. 11756 KADLECK & ASSOCIATES Phone (214) 473-4640 Toll Free (888) 937-5150 TBPLS Firm Reg. No. 10074301 2740 Dallas Pkwy., Ste. 280 Plano, TX 75093 westwoodps.comWestwood Professional Services, Inc. a Division of TBPE Firm Reg. No. 11756 KADLECK & ASSOCIATES Phone (214) 473-4640 Toll Free (888) 937-5150 TBPLS Firm Reg. No. 10074301 2740 Dallas Pkwy., Ste. 280 Plano, TX 75093 westwoodps.comWestwood Professional Services, Inc. a Division of TBPE Firm Reg. No. 11756 NOVEMBER 20,2014 TBPE FIRM 12580 T/HEADWALL ELEV. 454.50 100 YR ELEV. 447.80± ARCH CULVERT OVER DENTON CREEK TYPICAL ELEVATION 4% LOW STRUCTURE ELEV. 448.00 T/FOOTING ELEV. 433.17 ELEV. 451.75 ELEV. VARIES 425.6 TO 427.3± ELEV. 433.00± APPROXIMATE EXISTING GRADE 11 2" THICK STONE FACING (TYP.) T/FOOTING ELEV. 436.67 T/FOOTING ELEV. 440.17 4% BLACKBERRY FARM, PHASE 2 DENTON CREEK PROPOSED GRADE T/FOOTING ELEV. 433.17 ELEV. 451.75 T/FOOTING ELEV. 436.67 T/FOOTING ELEV. 440.17 0 6'12'24' T/SIDEWALK T/TEMP. SHEETING ELEV. 435.00± (TYP.) ORDINARY HIGH WATER MARK 433.7±STA 8+50.29STA 9+24.608+00 9+00 9+50 430 435 440 445 450 455 430 435 440 445 450 455 7+50 10+00 COMPACTED FILL COMPACTED FILL GABION PROTECTIONGABION PROTECTION 0.9 CY PER LF0.9 CY PER LF ORDINARY HIGH WATER MARK OUTSIDE LIMITS OF EXISTING ORDINARY HIGH WATER MARK OUTSIDE LIMITS OF EXISTING ORDINARY HIGH WATER MARK APPROXIMATE EXISTING GRADE CONCRETE SPREAD FOOTINGCONCRETE SPREAD FOOTING CONCRETE ARCH CULVERT 8+50 PERMANENT SHEETINGPERMANENT SHEETING T/TEMP. SHEETING ELEV. 435.00± (TYP.) ORDINARY HIGH WATER MARK 433.7± ORDINARY HIGH WATER MARK 100 YR ELEV. 447.80± LOW STRUCTURE ELEV. 448.00 430 440 445 450 455 GABION WALL 1 4 1 4 GABION WALL EXISTING GROUND PROPOSED SLOPE EXISTING GROUND PROPOSED SLOPE 430 435 440 445 450 455 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of PD-296-LI, to approve a Detail Site Plan to allow an approximate 85,220 square foot office warehouse building. 2030: Business Prosperity Executive Summary: This property was originally part of two larger tracts that is located on the city limit line between Coppell and Grapevine. The Fellowship Church retained the western portion of the tracts which are contiguous with the church’s other properties and is also floodway. Samaritan’s Purse recently purchased the property and plan to construct an 85,220 square foot office/warehouse building. Introduction: This proposal is to construct an 85,220-square foot office/warehouse building, which will be used as a staging location for Operation Christmas Child, which sends shoe boxes filled with Christmas gifts to children in less fortunate areas of the globe. This portion of the operation will see an influx of volunteers come to this location in late November to assist in the packing and shipping of these boxes. This facility will also be the headquarters and staging ground for North American Ministries, a domestic disaster relief group that deploys to areas impacted by natural disasters. Approximately 77,000 sf will be used for warehousing goods and the remaining 8,300 sf will be used for offices. Parking based on use requires a total of 106 parking spaces, which this plan exceeds by providing 288 parking spaces, due to the anticipated number of persons that will be occupying this facility, during peak times. They are requesting several modifications to the landscape ordinances and there is a requested varianc e to waive all of the tree mitigation fees, approximately $70,060. This number does not include trees located in the building footprint ($42,000) which are exempted in Light Industrial district zoning. While the organization listed is a 501(c)(3) entity per the engineer’s letter, this property is being used as an office warehouse, and is not subject to the exception listed in Section 12 -34-2-6A of the zoning ordinance per staff’s discussion with the City Attorney. The Planning and Zoning Commission were not in favor of waiving the tree mitigation fees and staff cannot support the variance to this provision of the Ordinance. If deemed appropriate, the granting of this variance would ultimately be the purview of the City Council. 2 Analysis: On November 15, 2018, the Planning and Zoning Commission unanimously recommended APPROVAL of PD-296-LI, Samaritan’s Purse, subject to the following conditions: 1. Additional comments may be generated upon detail engineering review and building permit. 2. All landscape areas shall be irrigated. 3. Tree mitigations fees shall be paid, and a tree removal permit shall be required prior to the removal of any trees. 4. All signage must meet ordinance requirements. 5. Approve the following variances to the landscape ordinance: a. To allow trees planted outside of the 15-ft landscape setback along Creekview Drive as shown. b. No screening shrubs along the west property line adjacent to the parking area. c. To allow the existing 27 trees within and additional 9 trees just outside of the western setback to account for the 36 required trees. Legal Review: This did not require city attorney review Fiscal Impact: None Recommendation: The Planning Department recommended Approval of PD-296-LI, Samaritan’s Purse, subject to the conditions listed. Attachments: 1. Variance Request Letter 2. Detail Site Plan 3. Landscape Plan, Tree Survey & Mitigation 4. Elevations and Signage 5. Rendering ITEM # 3 Page 1 of 4 CITY OF COPPELL PLANNING DEPARTMENT STAFF REPORT Samaritans Purse: PD-296-LI P&Z HEARING DATE: November 15, 2018 C.C. HEARING DATE: December 11, 2018 STAFF REP.: Mary Paron-Boswell, Sr. Planner LOCATION: Northwest quadrant of Bethel Road and Creekview Drive. SIZE OF AREA: 10.683 acres of property CURRENT ZONING: LI (Light Industrial) REQUEST: A zoning change request from LI (Light Industrial) to PD-296-LI (Planned Development-296- Light Industrial) with a Detail Site Plan to allow an approximate 85,220 square foot office warehouse building. APPLICANT: Owner: Engineer: Samaritan’s Purse David Bond P.O. Box 3000 Spiars Engineering Boone, North Carolina 765 Custer Road, Suite 100 28607 Plano, Texas 75057 972-422-0077 David.Bond@spiarsengineering.com HISTORY: This property was originally part of two larger tracts that is located on the city limit line between Coppell and Grapevine. The Fellowship Church retained the western portion of the tracts which are contiguous with the church’s other properties and is also floodway. The property to the south is also owned by Fellowship Church and is a gas well site. HISTORIC COMMENT: There is no historical significance attached to this property. TRANSPORTATION: Creekview Drive is a two-lane undivided road (C2U) generally built with 60 feet of right-of-way. SURROUNDING LAND USE & ZONING: North – Floodway & Floodplain; Light Industrial South – Gas Drilling Pad Site: Light Industrial East - Office/Warehouse; Light Industrial West – Floodway & Floodplain; Light Industrial ITEM # 3 Page 2 of 4 COMPREHENSIVE PLAN: Coppell 2030, A Comprehensive Master Plan, indicates this property as Industrial Special District. DISCUSSION: A Plat for this property is a companion item on this agenda. The site is heavily treed, and a 24-inch high-pressure gas line is located along the front of the property. Samaritan’s Purse recently purchased the property and plan to construct an 85,220 square foot office/warehouse building. Site Plan This proposal is to construct an 85,220-square foot office/warehouse building, which will be used as a staging location for Operation Christmas Child, which sends shoe boxes filled with Christmas gifts to children in less fortunate areas of the globe. This portion of the operation will see an influx of volunteers come to this location in late November to assist in the packing and shipping of these boxes. This facility will also be the headquarters and staging ground for North American Ministries, a domestic disaster relief group that deploys to areas impacted by natural disasters. Approximately 77,000 sf will be used for warehousing goods and the remaining 8,300 sf will be used for offices. Parking based on use requires a total of 106 parking spaces, which this plan exceeds by providing 288 parking spaces, due to the anticipated number of persons that will be occupying this facility, during peak times. In addition to the car parking, a truck court area will be provided at both ends of the building, with additional truck staging and parking area interior to the building. Access to this site will be provided from three proposed driveways on Creekview Drive. These ten acres is somewhat rectangular in nature, while Creekview Drive curves before it reaches the northern portion of the site. The building fronts Creekview Drive, while the majority of the car parking is located on the northern portion of the site, mainly out of view from the street. The western portion of the site bounds the floodplain and floodway area of the Cottonwood Branch Creek. This area of the site is to remain mostly undisturbed and will require a 20-ft Erosion Hazard Setback. Landscaping & Screening Due to some of the existing physical limitations on and abutting the site, several landscaping modification exceptions are being requested and a variance to waive to the tree mitigation fees is also being requested. Modifications Requested: a) Trees planted outside of the 15-ft landscape setback along Creekview Drive. Due to the existing 30-ft wide gas line easement, no trees are allowed to be planted within the easement. There will be grass planted in this area. The trees in this instance are proposed to be planted at the edge of the easement, making the area a 35-ft grassy area with a five-foot area for the trees and shrubs outside of the gas line. Staff has no objection to this request. b) No screening shrubs along the west property line adjacent to the parking area. ITEM # 3 Page 3 of 4 Typically, shrubs are planted to screen headlights from the adjacent property. In this instance there is a floodplain area approximately 500-ft in width that sits between the next portion of developable area. In addition, there is a grade drop also along this area of approximately 8-ft into the floodway which is also heavily treed and vegetative. Staff has no objection to this request. c) Perimeter screening along the west property line. As mentioned previously, the western property line of this site abuts a floodway and floodplain area. They are proposing to save 27 existing trees within the ten feet and an additional nine trees exist nine trees just outside of the setback. Staff has no objection to this request. Variance Requested: a) To waive the all of the tree mitigation fees, approximately $70,060 required for the removal of trees. The tree survey and mitigation calculations determined that approximately $70,060 in fees would be required for the removal of approximately 400 caliper inches. This number does not include trees located in the building footprint ($42,000) which are exempted in Light Industrial district zoning. While the organization listed is a 501(c)(3) entity per the engineer’s letter, this property is being used as an office warehouse, and is not subject to the exception listed in Section 12-34-2-6A of the zoning ordinance. Only City Council can waive the tree mitigation fees. Elevations & Signage The architectural character of this building is similar to other office warehouse buildings constructed of tilt-wall concrete buildings throughout the LI areas. The main color is an earthtone with darker accent columns that provide architectural relief along the long wall. Windows and a glass storefront area also provide light and architectural relief. There is a wall sign proposed above the main public entrance and a monument sign proposed on-site. Neither sign appears to be illuminated. Staff will require that all signage meet city ordinance requirements. RECOMMENDATION TO THE PLANNING AND ZONING COMMISSION: Staff is recommending approval PD-296-LI, subject to the following PD conditions: 1. Additional comments may be generated upon detail engineering review and building permit. 2. All landscape areas shall be irrigated. 3. A tree removal permit shall be required prior to the removal of any trees. 4. All signage must meet ordinance requirements. 5. Tree mitigations fees shall be paid prior to the removal of any trees. 6. Approve the three modification requests: a. To allow trees planted outside of the 15-ft landscape setback along Creekview Drive as shown. b. No screening shrubs along the west property line adjacent to the parking area. c. To allow the existing 27 trees within and additional 9 trees just outside of the western setback to account for the 36 required trees. ITEM # 3 Page 4 of 4 ALTERNATIVES: 1. Recommend approval of the request 2. Recommend disapproval of the request 3. Recommend modification of the request ATTACHMENTS: 1. Variance Request Letter 2. Detail Site Plan 3. Landscape Plan, Tree Survey & Mitigation 4. Elevations and Signage LOCATION MAP NTS' PROJECT LOCATION SITE PLAN SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond 60' R.O.W. - Vol. 2000102, Pg. 4826 & Vol. 2000090, Pg. 8353 DRDCT Vol. 2000102, Pg. 4826 DRDCTVol. 2000102, Pg. 4826 DRDCT Vol. 2003055, Pg. 6363 DRDCTVol. 94091, Pg. 1680 DRDCTVol. 9 4 0 9 1 , P g . 1 6 8 0 D R D C T Vol. 94091, Pg. 1680 DRDCT 60' R. O . W . - V o l . 2 0 0 0 1 0 2 , P g . 4 8 2 6 & Vol. 2 0 0 0 0 9 0 , P g . 8 3 5 3 D R D C T COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L1.00 OVERALL LANDSCAPE PLAN N KAHAPL0 25 50 100 SCALE: 1" = 50'-0"09/11/2018 60' R.O.W. - Vol. 2000102, Pg. 4826 & Vol. 2000090, Pg. 8353 DRDCT Vol. 2000102, Pg. 4826 DRDCTVol. 2000102, Pg. 4826 DRDCTVol. 94091, Pg. 1680 DRDCTVol. 94091, Pg. 1680 DRDCT 583 580 326 590 579 397325593 324 592 613 618 622 623 617 619 601 398 399 323 322 321 320 319 612 611 608 609 610 607 606 605 318 597 600 313 312 599 314 598 596 311 310 309 317 316 315 393 392 388 394 395 396 391 390 389 387 386 385 581 384 377 305 304 308 307 306 301 302 303 595 380 379 378 381 382 383 374 375 300 594 376 373 372 371 368 370 369 366 367 364 365 363 80 78 79 333 400 401 405 357 360 361 89 85 90 86 88 87 362 591 EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP.XXXXXXXX XXXXX X XXXXXTREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, TYP. REFER TO 01/L1.01 TREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, TYP. REFER TO 01/L1.01 COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L1.010153060 SCALE: 1" = 30'-0" N MATCHLINE - REFER TO L1.02TREE PRESERVATION NOTES 1.EXISTING TREES TO REMAIN SHALL BE PROTECTED DURING CONSTRUCTION FROM TREE STRUCTURE DAMAGE AND COMPACTION OF SOIL UNDER AND AROUND DRIP LINE (CANOPY) OF TREE. 2.IF ANY ROOT STRUCTURE IS DAMAGED DURING ADJACENT EXCAVATION / CONSTRUCTION, NOTIFY OWNER'S AUTHORIZED REPRESENTATIVE IMMEDIATELY. IT IS RECOMMENDED THAT A LICENSED ARBORIST BE SECURED FOR THE TREATMENT OF ANY POSSIBLE TREE WOUNDS. 3.NO DISTURBANCE OF THE SOIL GREATER THAN 4" SHALL BE LOCATED CLOSER TO THE TREE TRUNK THAN 1/2 THE DISTANCE OF THE DRIP LINE TO THE TREE TRUNK. A MINIMUM OF 75% OF THE DRIP LINE AND ROOT ZONE SHALL BE PRESERVED AT NATURAL GRADE. 4.ANY FINE GRADING DONE WITHIN THE CRITICAL ROOT ZONES OF THE PROTECTED TREES MUST BE DONE WITH LIGHT MACHINERY SUCH AS A BOBCAT OR LIGHT TRACTOR. NO EARTH MOVING EQUIPMENT WITH TRACKS IS ALLOWED WITHIN THE CRITICAL ROOT ZONE OF THE TREES. 5.NO MATERIALS INTENDED FOR USE IN CONSTRUCTION OR WASTE MATERIALS ACCUMULATED DUE TO EXCAVATION OR DEMOLITION SHALL BE PLACED WITHIN THE LIMITS OF THE DRIP LINE OF ANY TREE. 6.NO EQUIPMENT MAY BE CLEANED OR TOXIC SOLUTIONS, OR OTHER LIQUID CHEMICALS, SHALL BE DEPOSITED WITHIN THE LIMITS OF THE DRIP LINE OF A TREE, INCLUDING BUT NOT LIMITED TO: PAINT, OIL, SOLVENTS, ASPHALT, CONCRETE, MORTAR, PRIMERS, ETC. 7.NO SIGNS, WIRES OR OTHER ATTACHMENTS, OTHER THAN THOSE OF A PROTECTIVE NATURE, SHALL BE ATTACHED TO ANY TREE. 8.NO VEHICULAR / CONSTRUCTION EQUIPMENT TRAFFIC OR PARKING IS ALLOWED WITHIN THE LIMITS OF THE DRIP LINE OF TREES. 9.BORING OF UTILITIES MAY BE PERMITTED UNDER PROTECTED TREES IN CERTAIN CIRCUMSTANCES. THE MINIMUM LENGTH OF THE BORE SHALL BE THE WIDTH OF THE TREE'S CANOPY AND SHALL BE A MINIMUM DEPTH OF FORTY-EIGHT (48") INCHES. 10.IRRIGATION TRENCHING WHICH MUST BE DONE WITHIN THE CRITICAL ROOT ZONE OF A TREE SHALL BE DUG BY HAND AND ENTER THE AREA IN A RADIAL MANNER. 11.ALL TREES TO BE REMOVED FROM THE SITE SHALL BE FLAGGED BY THE CONTRACTOR WITH BRIGHT RED VINYL TAPE (3" WIDTH) WRAPPED AROUND THE MAIN TRUNK AT A HEIGHT OF FOUR (4') FEET ABOVE GRADE. FLAGGING SHALL BE APPROVED BY OWNER'S AUTHORIZED REPRESENTATIVE PRIOR TO ANY TREE REMOVAL. CONTRACTOR SHALL CONTACT OWNER'S AUTHORIZED REPRESENTATIVE WITH 72 HOURS NOTICE TO SCHEDULE ON-SITE MEETING. 12.ALL TREES TO REMAIN, AS NOTED ON DRAWINGS, SHALL HAVE PROTECTIVE FENCING LOCATED AT THE TREE'S DRIP LINE. THE PROTECTIVE FENCING MAY BE COMPRISED OF SNOW FENCING, ORANGE VINYL CONSTRUCTION FENCING, CHAIN LINK FENCE OR OTHER SIMILAR FENCING WITH A FOUR (4') FOOT APPROXIMATE HEIGHT. THE PROTECTIVE FENCING SHALL BE LOCATED AS INDICATED ON THE TREE PROTECTION DETAIL. 13.WHEN A LOW HANGING LIMB IS BROKEN DURING THE COURSE OF CONSTRUCTION, THE CONTRACTOR SHALL NOTIFY THE OWNER'S AUTHORIZED REPRESENTATIVE IMMEDIATELY. UNDER NO CIRCUMSTANCE SHALL THE CONTRACTOR PRUNE ANY PORTION OF THE DAMAGED TREE WITHOUT THE PRIOR APPROVAL BY THE OWNER'S AUTHORIZED REPRESENTATIVE. X EXISTING TREE TO BE REMOVED TREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, REFER TO 01/L1.01 EXISTING TREE TO REMAIN EXISTING TREE LEGEND4'-0" MIN.3'-0"LIMITS OF DRIPLINE 01 TREE PROTECTIVE FENCING NOT TO SCALE REFER TO PLAN FOR EXISTING TREE TO REMAIN EXISTING GRADE TO REMAIN UNDISTURBED METAL T-POST PLACED NO FURTHER THAN 15' APART SNOW FENCE, ORANGE VINYL CONSTRUCTION FENCE, OR CHAINLINK FENCE KAHAPL09/11/2018TREE SURVEY AND MITIGATION PLAN Vol. 2000102, Pg. 4826 DRDCT Vol. 2003055, Pg. 6363 DRDCT Vol. 9 4 0 9 1 , P g . 1 6 8 0 D R D C T 60' R. O . W . - V o l . 2 0 0 0 1 0 2 , P g . 4 8 2 6 & Vol. 2 0 0 0 0 9 0 , P g . 8 3 5 3 D R D C T 80 79 81 77 76 68 74 75 73 72 71 69 70 112 111 113 118 122 123 117 114115 116 121 120 119 33 126 92 99 98 93 95 94 96 97 100 102 101 110 109 108 107 106 105 127 104 103 182 128 129 133 134 130 131 132 31 570 571 144 135 136 137 138139 141 140 143 142 567 569 568 145 146 147 148 152 153 151 149 150 161 162 154 155 156 157 158 160 159 566 564 565 2221 20 19 18 171 170 17 16 15 14 13 11 12 64 65 62 66 67 63 45 44 46 124 125 39 37 38 35 30 29 28 27 26 23 25 563 562 559 557 556 555 534 536 180 163 178179 177 181 176 175 169 167164 166 165 173 1 2 3 5 172 4 168 174 500 508 505 503 504 512 513511 520 519 518 516 517 522 550 553 552 551 6 7 8 9 10 527 549 542 548 547 545 546 544 543 541 540 539 538 537 533 535 532 91 554 EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO REMAIN, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. EXISTING TREE TO BE REMOVED, TYP. X X X XXXXXX XXX XXX X XX XX XX X X X XXXX X X XX XTREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, TYP. REFER TO 01/L1.01 TREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, TYP. REFER TO 01/L1.01 TREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, TYP. REFER TO 01/L1.01 TREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, TYP. REFER TO 01/L1.01 COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L1.020153060 SCALE: 1" = 30'-0" N X EXISTING TREE TO BE REMOVED TREE PROTECTION FENCING TO REMAIN DURING CONSTRUCTION, REFER TO 01/L1.01 EXISTING TREE TO REMAIN EXISTING TREE LEGEND KAHAPL09/11/2018TREE SURVEY AND MITIGATION PLANMATCHLINE - REFER TO L1.01 COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L1.03 TREE MITIGATION TABULATIONS CITY OF COPPELL, TEXAS LESS THAN 12" GROSS RETRIBUTION 685.8 cal. in. minus (-) PRESERVATION CREDIT: Trees Preserved on Site 956.1 cal. in. divided by (÷) Total Trees on Site 2,424.7 cal. in. equals (=) Preservation Percentage 39% times (x) Gross Retribution 685.8 cal. in. equals (=) PRESERVATION CREDIT 267.5 cal. in. minus (-) LANDSCAPE CREDIT -177.5 cal. in. equals (=) 71 trees, 4" cal. 71*2.5 = 147.5 NET RETRIBUTION 90 times (x) $100.00x $100.00 equals (=) CONTRIBUTION TO CITY OF $9,000.00 COPPELL REFORESTATION AND NATURAL AREAS FUND KAHAPLTREE MITIGATION TABULATIONS CITY OF COPPELL, TEXAS 12" OR GREATER GROSS RETRIBUTION 782.8 cal. in. minus (-) PRESERVATION CREDIT: Trees Preserved on Site 956.1 cal. in. divided by (÷) Total Trees on Site 2,424.7 cal. in. equals (=) Preservation Percentage 39% times (x) Gross Retribution 782.8 cal. in. equals (=) PRESERVATION CREDIT 305.3 cal. in. minus (-) NET RETRIBUTION 305.3 times (x) $200.00x $200.00 equals (=) CONTRIBUTION TO CITY OF $61,060.00 COPPELL REFORESTATION AND NATURAL AREAS FUND 09/11/2018TOTAL COMBINED CONTRIBUTION TO CITY OF $70,060.00 COPPELL REFORESTATION AND NATURAL AREAS FUND TREE SURVEY AND MITIGATION PLAN VARIANCE REQUEST WE ARE REQUESTING 100% OF THE MITIGATION FEES TO BE WAIVED, IN THE TOTAL AMOUNT NOTED ABOVE. 60' R. O . W . - V o l . 2 0 0 0 1 0 2 , P g . 4 8 2 6 & Vol. 2 0 0 0 0 9 0 , P g . 8 3 5 3 D R D C T COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L2.00 LANDSCAPE AREA PLAN KAHAPL09/11/2018INTERIOR LANDSCAPE NON-VEHICULAR OPEN SPACE LANDSCAPE AREA LEGEND PERIMETER LANDSCAPE 12,134 s.f. 57,048 s.f. 39,910 s.f. 12,766 s.f. 116,739 s.f. 39,910 s.f. Required Provided N 0 25 50 100 SCALE: 1" = 50'-0" 60' R.O.W. - Vol. 2000102, Pg. 4826 & Vol. 2000090, Pg. 8353 DRDCT Vol. 2000102, Pg. 4826 DRDCTVol. 2000102, Pg. 4826 DRDCTVol. 94091, Pg. 1680 DRDCTVol. 94091, Pg. 1680 DRDCT 583 580 326 590 579 397325593 324 592 613 618 622 623 617 619 581 333 400 401 405 357 360 361 89 85 90 86 88 87 591 89 DBH 5 CP 140 DBH 13 CE 1 LE 2 LE 1 LE 2 LE 1 LE 2 LE 3 CE 34 DBH LAWN HYDROMULCH NATIVE GRASS MIX WITH TEMPORARY IRRIGATION UNTIL 100% ESTABLISHMENT, TYP. LAWN SOLID SOD BERMUDAGRASS, TYP. LAWN SOLID SOD BERMUDAGRASS, TYP. NATIVE AREA TO REMAIN, REPAIR AND REPLACE AS NECESSARY DUE TO CONSTRUCTION, TYP. NATIVE AREA TO REMAIN, REPAIR AND REPLACE AS NECESSARY DUE TO CONSTRUCTION, TYP. LAWN SOLID SOD BERMUDAGRASS, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. SIDEWALK SIDEWALK EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L2.01 LANDSCAPE PLAN 0 15 30 60 SCALE: 1" = 30'-0" N MATCHLINE - REFER TO L2.02KAHAPL09/11/2018 60' R. O . W . - V o l . 2 0 0 0 1 0 2 , P g . 4 8 2 6 & Vol. 2 0 0 0 0 9 0 , P g . 8 3 5 3 D R D C T 31 64 65 62 66 67 63 45 44 46 124 125 39 37 38 35 30 29 28 27 26 23 25 563 562 559 557 556 555 534 536 173 1 2 3 5 4 168 174 500 508 505 503 504 512 513511 520 519 518 516 517 522 550 553 552 551 6 7 8 9 10 527 549 542 548 547 545 546 544 543 541 540 539 538 537 533 535 532 554 EXISTING TREE TO REMAIN, TYP. X X X XXXXXX XXX XXX X XX XX XX X X X XXXX X X XX X34 DBH 3 CE 1 LE 1 LO 2 SO 1 LO 2 SO 2 SO 2 SO 2 SO 2 SO 2 SO 2 SO 2 SO 2 SO 1 SO 1 SO 1 LO 141 DBH 1 LO 1 LO 1 LO 1 LO 1 LO 1 LO 1 LO 1 LO NATIVE AREA TO REMAIN, REPAIR AND REPLACE AS NECESSARY DUE TO CONSTRUCTION, TYP. LAWN SOLID SOD BERMUDAGRASS, TYP. LAWN SOLID SOD BERMUDAGRASS, TYP. 24" MULCH BED, TYP. AT B.O.C. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. 24" MULCH BED, TYP. AT B.O.C. LAWN SOLID SOD BERMUDAGRASS, TYP. NATIVE AREA TO REMAIN, REPAIR AND REPLACE AS NECESSARY DUE TO CONSTRUCTION, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. UTILITY GRAVEL, 4" DEPTH WITH WEED BARRIER FABRIC, TYP. 2 SO 2 SO SIDEWALK EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 EXISTING TREE TO REMAIN, TYP. REFER TO PRUNING AND TRIMMING NOTES, L2.03 COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L2.02 LANDSCAPE PLAN 0 15 30 60 SCALE: 1" = 30'-0" N KAHAPL09/11/2018MATCHLINE - REFER TO L2.01 COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L2.03 LANDSCAPE NOTES LANDSCAPE NOTES 1.CONTRACTOR SHALL VERIFY ALL EXISTING AND PROPOSED SITE ELEMENTS AND NOTIFY LANDSCAPE ARCHITECT OF ANY DISCREPANCIES. SURVEY DATA OF EXISTING CONDITIONS WAS SUPPLIED BY OTHERS. 2.CONTRACTOR SHALL LOCATE ALL EXISTING UNDERGROUND UTILITIES AND NOTIFY LANDSCAPE ARCHITECT OF ANY CONFLICTS. CONTRACTOR SHALL EXERCISE CAUTION WHEN WORKING IN THE VICINITY OF UNDERGROUND UTILITIES. 3.CONTRACTOR SHALL PROVIDE A MINIMUM 2% SLOPE AWAY FROM ALL STRUCTURES. 4.CONTRACTOR SHALL FINE GRADE AREAS TO ACHIEVE FINAL CONTOURS AS INDICATED. LEAVE AREAS TO RECEIVE TOPSOIL 3" BELOW FINAL FINISHED GRADE IN PLANTING AREAS AND 1" BELOW FINAL FINISHED GRADE IN LAWN AREAS. 5.ALL PLANTING BEDS AND LAWN AREAS SHALL BE SEPARATED BY STEEL EDGING. NO STEEL EDGING SHALL BE INSTALLED ADJACENT TO BUILDINGS, WALKS, OR CURBS. CUT STEEL EDGING AT 45 DEGREE ANGLE WHERE IT INTERSECTS WALKS AND CURBS. 6.TOP OF MULCH SHALL BE 1/2" MINIMUM BELOW THE TOP OF WALKS AND CURBS. 7.ALL LAWN AREAS SHALL BE SOLID SOD BERMUDAGRASS, UNLESS OTHERWISE NOTED ON THE DRAWINGS. 8.ALL REQUIRED LANDSCAPE AREAS SHALL BE PROVIDED WITH AN AUTOMATIC UNDERGROUND IRRIGATION SYSTEM WITH RAIN AND FREEZE SENSORS AND EVAPOTRANSPIRATION (ET) WEATHER-BASED CONTROLLERS AND SAID IRRIGATION SYSTEM SHALL BE DESIGNED BY A QUALIFIED PROFESSIONAL AND INSTALLED BY A LICENSED IRRIGATOR. 9.CONTRACTOR SHALL PROVIDE BID PROPOSAL LISTING UNIT PRICES FOR ALL MATERIAL PROVIDED. 10.CONTRACTOR SHALL BE RESPONSIBLE FOR OBTAINING ALL REQUIRED LANDSCAPE AND IRRIGATION PERMITS. MAINTENANCE NOTES 1.THE OWNER, TENANT AND THEIR AGENT, IF ANY, SHALL BE JOINTLY AND SEVERALLY RESPONSIBLE FOR THE MAINTENANCE OF ALL LANDSCAPE. 2.ALL LANDSCAPE SHALL BE MAINTAINED IN A NEAT AND ORDERLY MANNER AT ALL TIMES. THIS SHALL INCLUDE MOWING, EDGING, PRUNING, FERTILIZING, WATERING, WEEDING AND OTHER SUCH ACTIVITIES COMMON TO LANDSCAPE MAINTENANCE. 3.ALL LANDSCAPE AREAS SHALL BE KEPT FREE OF TRASH, LITTER, WEEDS AND OTHER SUCH MATERIAL OR PLANTS NOT PART OF THIS PLAN. 4.ALL PLANT MATERIAL SHALL BE MAINTAINED IN A HEALTHY AND GROWING CONDITION AS IS APPROPRIATE FOR THE SEASON OF THE YEAR. 5.ALL PLANT MATERIAL WHICH DIES SHALL BE REPLACED WITH PLANT MATERIAL OF EQUAL OR BETTER VALUE. 6.CONTRACTOR SHALL PROVIDE SEPARATE BID PROPOSAL FOR ONE YEAR'S MAINTENANCE TO BEGIN AFTER FINAL ACCEPTANCE. GENERAL LAWN NOTES 1.CONTRACTOR SHALL COORDINATE OPERATIONS AND AVAILABILITY OF EXISTING TOPSOIL WITH ON-SITE CONSTRUCTION MANAGER. 2.CONTRACTOR SHALL LEAVE LAWN AREAS 1" BELOW FINAL FINISHED GRADE PRIOR TO TOPSOIL INSTALLATION. 3.CONTRACTOR SHALL FINE GRADE AREAS TO ACHIEVE FINAL CONTOURS AS INDICATED ON CIVIL PLANS. ADJUST CONTOURS TO ACHIEVE POSITIVE DRAINAGE AWAY FROM BUILDINGS. PROVIDE UNIFORM ROUNDING AT TOP AND BOTTOM OF SLOPES AND OTHER BREAKS IN GRADE. CORRECT IRREGULARITIES AND AREAS WHERE WATER MAY STAND. 4.ALL LAWN AREAS SHALL BE FINE GRADED, IRRIGATION TRENCHES COMPLETELY SETTLED AND FINISH GRADE APPROVED BY THE OWNER'S CONSTRUCTION MANAGER OR LANDSCAPE ARCHITECT PRIOR TO LAWN INSTALLATION. 5.CONTRACTOR SHALL REMOVE ALL ROCKS 3/4" DIAMETER AND LARGER, DIRT CLODS, STICKS, CONCRETE SPOILS, ETC. PRIOR TO PLACING TOPSOIL AND LAWN INSTALLATION. 6.CONTRACTOR SHALL MAINTAIN ALL LAWN AREAS UNTIL FINAL ACCEPTANCE. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO: MOWING, WATERING, WEEDING, CULTIVATING, CLEANING AND REPLACING DEAD OR BARE AREAS TO KEEP PLANTS IN A VIGOROUS, HEALTHY CONDITION. 7.CONTRACTOR SHALL GUARANTEE ESTABLISHMENT OF ACCEPTABLE TURF AREA AND SHALL PROVIDE REPLACEMENT FROM LOCAL SUPPLY IF NECESSARY. SOLID SOD NOTES 1.PLANT SOD BY HAND TO COVER INDICATED AREAS COMPLETELY. ENSURE EDGES OF SOD ARE TOUCHING. TOP DRESS JOINTS BY HAND WITH TOPSOIL TO FILL VOIDS. 2.ROLL GRASS AREAS TO ACHIEVE A SMOOTH, EVEN SURFACE, FREE FROM UNNATURAL UNDULATIONS. 3.WATER SOD THOROUGHLY AS SOD OPERATION PROGRESSES. 4.IF INSTALLATION OCCURS BETWEEN SEPTEMBER 1 AND MARCH 1, OVER-SEED BERMUDAGRASS SOD WITH WINTER RYEGRASS, AT A RATE OF FOUR (4) POUNDS PER ONE THOUSAND (1000) SQUARE FEET. HYDROMULCH NOTES 1.CONTRACTOR SHALL SCARIFY, RIP AND LOOSEN ALL AREAS TO BE HYDROMULCHED TO A MINIMUM DEPTH OF 4" PRIOR TO TOPSOIL AND HYDROMULCH INSTALLATION. 2.BERMUDAGRASS SEED SHALL BE EXTRA HULLED AND TREATED LAWN TYPE, SHALL BE DELIVERED TO THE SITE IN ITS ORIGINAL UNOPENED CONTAINER AND SHALL MEET STATE LAW REQUIREMENTS. 3.FIBER SHALL BE ONE HUNDRED PERCENT (100%) WOOD CELLULOSE FIBER, DELIVERED TO THE SITE IN ITS ORIGINAL UNOPENED CONTAINER AS MANUFACTURED BY 'CONWEB' OR EQUAL. 4.FIBER TACK SHALL BE DELIVERED TO THE SITE IN ITS ORIGINAL UNOPENED CONTAINER AND SHALL BE 'TERRO-TACK ONE', AS MANUFACTURED BY GROWERS, INC. OR EQUAL. 5.HYDROMULCH WITH BERMUDAGRASS SEED AT A RATE OF TWO (2) POUNDS PER ONE THOUSAND (1000) SQUARE FEET. 6.USE A 4'X8' BATTER BOARD AGAINST ALL BED AREAS. 7.IF INSTALLATION OCCURS BETWEEN SEPTEMBER 1 AND MAY 1, ALL HYDROMULCH AREAS TO BE WINTER RYEGRASS, AT A RATE OF FOUR (4) POUNDS PER ONE THOUSAND (1000) SQUARE FEET. CONTRACTOR SHALL BE REQUIRED TO RE-HYDROMULCH WITH BERMUDAGRASS THE FOLLOWING GROWING SEASON AS PART OF THIS CONTRACT. 8.ALL LAWN AREAS TO BE HYDROMULCHED SHALL HAVE ONE HUNDRED PERCENT (100%) COVERAGE PRIOR TO FINAL ACCEPTANCE. LANDSCAPE TABULATIONS CITY OF COPPELL, TEXAS PERIMETER LANDSCAPE 1.Street Frontage: 15' landscape buffer with one (1) tree, 3" cal., per 50 l.f. 2.Perimeter Landscape: 10' landscape buffer along property lines with one (1) tree, 3" cal., per 50 l.f. 3.30" ht. parking lot screen: hedge or berm. CREEKVIEW DRIVE - 891 l.f. Required Provided 15' landscape buffer 15' landscape buffer (18) trees, 3" cal.(19) trees, 4" cal.* 30" ht. screen 30" ht. evergreen hedge *REFER TO #1 OF THE VARIANCE REQUEST BELOW EAST PROPERTY LINE - 624 l.f. Required Provided 10' landscape buffer 10' landscape buffer (13) trees, 3" cal.(27) existing trees, 3"+ cal. 30" ht. parking screen 30" ht. evergreen hedge SOUTH PROPERTY LINE - 558 l.f. Required Provided 10' landscape buffer 10' landscape buffer (11) trees, 3" cal.(6) existing trees, 3"+ cal. (5) trees, 4" cal. 30" ht. screen 30" ht. evergreen screen WEST PROPERTY LINE - 1,781 l.f. Required Provided 10' landscape buffer 10' landscape buffer (36) trees, 3" cal.(36) existing trees, 3"+ cal.* *REFER TO #2 AND #3 OF THE VARIANCE REQUEST BELOW INTERIOR LANDSCAPE 1.10% of gross parking area to be landscape. 2.One (1) tree per 400 s.f. of required landscape area. 3.12% of total number parking spaces shall be planting islands with trees. Parking Lot: 121,201 s.f. Parking Spaces: 288 Required Provided 12,120 s.f. (10%)12,766 s.f. (10%) (31) trees, 3" cal.(47) trees, 4" cal. (35) parking islands (35) parking islands OPEN SPACE Requirements: 15% of lot not covered by buildings to be landscape open space. 50% of open space shall be in the front yard. One (1) tree per 2500 s.f. of open space. Site Area: 465,512 s.f. (10.686 ac) Building Area: 85,193 s.f. Total Lot Area (Exclusive of Building): 380,319 s.f. Required Provided 57,048 s.f. (15%)116,739 (30%) 28,524 s.f. (50%)54,597 s.f. (23) trees, 3" cal.(23) existing trees, 3"+ cal. SUMMARY Required Provided (131) trees, 3" cal.(71) trees, 3" cal. (110) existing trees, 3"+ cal.KAHAPL09/11/2018PRUNING AND TRIMMING NOTES 1.CONTRACTOR SHALL PRUNE ALL EXISTING TREES ON-SITE USING THE FOLLOWING GUIDELINES. 2.ALL TREES SHALL BE TRIMMED SO THAT NATURAL SHAPES OF THE PLANTS ARE RETAINED. 3.DO NOT 'TOP' OR 'HEAD' TREES. 4.IF BALLING OR SHEARING OF TREES HAS OCCURRED IN THE PAST, DISCONTINUE THIS PRACTICE AND ALLOW PLANTS TO GROW INTO NATURAL SHAPE. 5.REMOVE SUCKERS, DEAD, DYING, DISEASED, BROKEN AND / OR WEAK BRANCHES FROM ALL TREES ALONG THE MAIN TRUNK STRUCTURE AND WITHIN THE BRANCHING AREA. 6.CONTRACTOR SHALL PRUNE EXISTING DECIDUOUS HARDWOOD BY REMOVING LOWER LIMBS TO RAISE THE CANOPY. THE BOTTOM OF THE CANOPY SHALL BE RAISED TO 12'-0" ABOVE GRADE FOR DECIDUOUS HARDWOOD TREES, WHEN POSSIBLE. THE INTEGRITY OF THE CANOPY AND STRUCTURE OF THE TREE SHALL BE MAINTAINED. DO NOT CUT OR PRUNE CENTRAL LEADERS. 7.CONTRACTOR SHALL THIN THE CANOPY BY ONE-FOURTH. PRUNE TREE TO EVENLY SPACE BRANCHES WITHIN THE CANOPY WHENEVER POSSIBLE. REMOVE THOSE LIMBS THAT CROSS OTHERS, DOUBLE LEADERS AND THOSE THAT EXCESSIVELY EXTEND BEYOND THE NATURAL CROWN OF THE TREE. 8.CONTRACTOR SHALL PROVIDE DEEP ROOT FEEDING AND INVIGORATION OF EXISTING TREES. THIS SHALL BE ORGANIC BASED NUTRIENTS BASED FOR ROOT GROWTH AND LEAF GROWTH STIMULATION. 9.CONTRACTOR SHALL BE REQUIRED TO CHIP ALL REMOVED BRANCHES, LEAFS, ETC. VARIANCE REQUEST 1.DUE TO THE 30' GAS EASEMENT ALONG CREEKVIEW DRIVE, THE PERIMETER LANDSCAPE TREES ARE PLANTED RIGHT OUTSIDE OF THE EASEMENT, INSTEAD OF THE 15' SETBACK. 2.SCREENING SHRUBS ARE NOT PROVIDED ALONG THE WEST PROPERTY LINE BECAUSE THE PROPERTY BACKS UP TO A HEAVILY FORESTED AREA. 3.36 TREES ARE REQUIRED ALONG THE WEST PROPERTY LINE. WE ARE PRESERVING 27 EXISTING TREES WITHIN THE 10' SETBACK, AND 9 TREES JUST OUTSIDE OF THE SETBACK. COPPELL, TEXASSAMARITANS PURSEpross design group, incorporated5310 Harvest Hill Road, Suite 180, Dallas, Texas 75230. 972/759-1400PROGRESS SET - FOR REVIEW ONLYISSUEDThese documents areNOT FOR REGULATORY APPROVAL,PERMITTING OR CONSTRUCTION.They were prepared by,or under the supervision of:Kori Ann Haug TX Registered Landscape Architect#224608.29.18STA TE O F T E XASTCETHI R C A EPACSDNALDEE GEISRRT422 6KORINH A UGA N 11/06/18 SAMARITANS PURSE FELLOWSHIP ADDITION LOT 1, BLOCK A 10.683 ACRES in the J. GIBSON SURVEY, ABSTRACT NO. 1716 CITY OF COPPELL, DALLAS COUNTY, TEXAS ZONING: PD-296-LI OWNER / APPLICANT Samaritan's Purse PO BOX 3000 Boone, North Carolina 28607 Telephone (828) 278-1204 Contact: Ernest Compitello ENGINEER / SURVEYOR Spiars Engineering, Inc. 765 Custer Road, Suite 100 Plano, TX 75075 Telephone: (972) 422-0077 TBPE No. F-2121 / TBPLS No. F-10043100 Contact: David Bond L2.04 LANDSCAPE SPECIFICATIONS AND DETAILS KAHAPL09/11/2018PREPARED SOIL MIX PER SPECIFICATIONS; TILL 6" MINIMUM OF PREPARED SOIL MIX INTO 6" DEPTH OF EXISTING SOIL 3/16" X 4" BLACK EDGING, STAKES ON INSIDE; EDGING SHALL BE 1/2" MAXIMUM HEIGHT ABOVE FINISH GRADE TOP OF MULCH 1/2" MINIMUM BELOW TOP OF CONCRETE WALK / CURB CONCRETE WALK LAWN / FINISH GRADE NOTE: NO STEEL EDGING SHALL BE INSTALLED ALONG SIDEWALKS OR CURBS ROOTBALL, DO NOT DISTURB NATIVE SOIL POCKET PLANTING NOT ALLOWED SHRUBS / GROUNDCOVER; REFER TO LANDSCAPE PLAN TOPDRESS MULCH PER SPECIFICATIONS; 2" MINIMUM SETTLED THICKNESS SCARIFY SIDES REFER TO LANDSCAPE PLAN FOR SPACING6" A. E. C.B. I. H. F. G. D. TREE PLANTING DETAIL LEGEND AND NOTES A.TREE: TREES SHALL CONFORM WITH LATEST AMERICAN STANDARD FOR NURSERY STOCK. www.anla.org B.TREE PIT: WIDTH TO BE AT LEAST TWO (2) TIMES THE DIAMETER OF THE ROOT BALL CENTER TREE IN HOLE & REST ROOT BALL ON UNDISTURBED NATIVE SOIL. C.ROOT BALL: REMOVE TOP 13 BURLAP AND ANY OTHER FOREIGN OBJECT; CONTAINER GROWN STOCK TO BE INSPECTED FOR GIRDLING ROOTS. D.ROOT FLARE: ENSURE THAT ROOT FLARE IS EXPOSED, FREE FROM MULCH, AND AT LEAST TWO INCHES ABOVE GRADE. TREES SHALL BE REJECTED WHEN GIRDLING ROOTS ARE PRESENT & ROOT FLARE IS NOT APPARENT. E.ROOTBALL ANCHOR RING: REFER TO MANUFACTURER'S GUIDELINES FOR SIZING. PLACE ROOTBALL ANCHOR RING ON BASE OF ROOTBALL, TRUNK SHOULD BE IN THE CENTER OF THE RING. F.'U' BRACKET. G.NAIL STAKE: REFER TO MANUFACTURER'S GUIDELINES FOR SIZING. INSTALL NAIL STAKES WITH HAMMER OR MALLET FIRMLY INTO UNDISTURBED GROUND. DRIVE NAIL STAKES FLUSH WITH "U" BRACKET ADJACENT TO ROOTBALL (DO NOT DISTURB ROOTBALL). H.BACKFILL: USE EXISTING NATIVE SOIL (no amendments) WATER THOROUGHLY TO ELIMINATE AIR POCKETS. I.MULCH: DOUBLE SHREDDED HARDWOOD MULCH 2 INCH SETTLED THICKNESS, WITH 2" HT. WATERING RING; ENSURE THAT ROOT FLARE IS EXPOSED. BELOW GROUND STAKE SHOULD NOT BE VISIBLE. J.TREE STAKES: TREE STAKE SOLUTIONS 'SAFETY STAKE' BELOW GROUND MODEL AVAILABLE FROM: Tree Stake Solutions ATTN: Jeff Tuley (903) 676-6143 jeff@treestakesolutions.com www.treestakesolutions.com OR APPROVED EQUAL. TREES SHALL BE STAKED BELOW GROUND WHERE NECESSARY; ABOVE GROUND STAKING IS EXPRESSLY PROHIBITED. K.IT SHALL BE THE RESPONSIBILITY OF THE CONTRACTOR TO OBTAIN A COPY OF THE MANUFACTURER'S SPECIFICATIONS PRIOR TO INSTALLATION OF TREE STAKES. CONTRACTOR SHALL ADHERE TO MANUFACTURER'S INSTALLATION GUIDELINES, SPECIFICATIONS, AND OTHER REQUIREMENTS FOR TREE STAKE INSTALLATION. 01 TREE PLANTING DETAIL NOT TO SCALE 02 SHRUB / GROUNDCOVER DETAIL NOT TO SCALE SECTION 32 9300 - LANDSCAPE PART 1 - GENERAL 1.1 REFERENCED DOCUMENTS A.Refer to Landscape Plans, notes, details, bidding requirements, special provisions, and schedules for additional requirements. 1.2 DESCRIPTION OF WORK A.Work included: Furnish all supervision, labor, materials, services, equipment and appliances required to complete the work covered in conjunction with the landscaping covered in these specifications and landscaping plans, including: 1. Planting (trees, shrubs and grasses) 2. Bed preparation and fertilization 3. Notification of sources 4. Water and maintenance until final acceptance 5. Guarantee 1.3 REFERENCE STANDARDS A.American Standard for Nursery Stock published by American Association of Nurserymen: 27 October 1980, Edition; by American National Standards Institute, Inc. (Z60.1) – plant material B.American Joint Committee on Horticultural Nomenclature: 1942 Edition of Standardized Plant Names. C.Texas Association of Nurserymen, Grades and Standards D.Hortis Third, 1976 - Cornell University 1.4 NOTIFICATION OF SOURCES AND SUBMITTALS A.Samples: Provide representative quantities of sandy loam soil, mulch, bed mix material, gravel, crushed stone, steel edging and tree stakes. Samples shall be approved by Owner's Authorized Representative before use on the project. 1.5 JOB CONDITIONS A.General Contractor to complete the following punch list: Prior to Landscape Contractor initiating any portion of landscape installation, General Contractor shall leave planting bed areas three (3") inches below final finish grade of sidewalks, drives and curbs as shown on the drawings. All lawn areas to receive solid sod shall be left one (1") inch below the final finish grade of sidewalks, drives and curbs. All construction debris shall be removed prior to Landscape Contractor beginning any work. B.Storage of materials and equipment at the job site will be at the risk of the Landscape Contractor. The Owner cannot be held responsible for theft or damage. 1.6 MAINTENANCE AND GUARANTEE A.Maintenance: 1.The Landscape Contractor shall be held responsible for the maintenance of all work from the time of planting until final acceptance by the Owner. No trees, shrubs, groundcover or grass will be accepted unless they show healthy growth and satisfactory foliage conditions. 2.Maintenance shall include watering of trees and plants, cultivation, weeding spraying, edging, pruning of trees, mowing of grass, cleaning up and all other work necessary of maintenance. 3.A written notice requesting final inspection and acceptance should be submitted to the Owner at least seven (7) days prior to completion. An on-site inspection by the Owner's Authorized Representative will be completed prior to written acceptance. B.Guarantee: 1.Trees, shrubs and groundcover shall be guaranteed for a twelve (12) month period after final acceptance. The Contractor shall replace all dead materials as soon as weather permits and upon notification of the Owner. Plants, including trees, which have partially died so that shape, size, or symmetry have been damaged, shall be considered subject to replacement. In such cases, the opinion of the Owner shall be final. a.Plants used for replacement shall be of the same size and kind as those originally planted and shall be planted as originally specified. All work, including materials, labor and equipment used in replacements, shall carry a twelve (12) month guarantee. Any damage, including ruts in lawn or bed areas, incurred as a result of making replacements shall be immediately repaired. b.At the direction of the Owner, plants may be replaced at the start of the next year's planting season. In such cases, dead plants shall be removed from the premises immediately. c.When plant replacements are made, plants, soil mix, fertilizer and mulch are to be utilized as originally specified and re-inspected for full compliance with the contract requirements. All replacements are to be included under "Work" of this section. 2.The Owner agrees that for the guarantee to be effective, he will water plants at least twice a week during dry periods and cultivate beds once a month after final acceptance. 3.The above guarantee shall not apply where plants die after acceptance because of injury from storms, hail, freeze, insects, diseases, injury by humans, machines or theft. 4.Acceptance for all landscape work shall be given after final inspection by the Owner provided the job is in a complete, undamaged condition and there is a stand of grass in all lawn areas. At that time, the Owner will assume maintenance on the accepted work. C.Repairs: Any necessary repairs under the Guarantee must be made within ten (10) days after receiving notice, weather permitting. In the event the Landscape Contractor does not make repairs accordingly, the Owner, without further notice to Contractor, may provide materials and men to make such repairs at the expense to the Landscape Contractor. 1.7 QUALITY ASSURANCE A.General: Comply with applicable federal, state, county and local regulations governing landscape materials and work. B.Personnel: Employ only experienced personnel who are familiar with the required work. Provide full time supervision by a qualified foreman acceptable to Landscape Architect. C.Selection of Plant Material: 1.Make contact with suppliers immediately upon obtaining notice of contract acceptance to select and book materials. Develop a program of maintenance (pruning and fertilization) which will ensure the purchased materials will meet and / or exceed project specifications. 2.Substitutions: Do not make plant material substitutions. If the specified landscape material is not obtainable, submit proof of non-availability to Landscape Architect, together with proposal for use of equivalent material. At the time bids are submitted, the Contractor is assumed to have located the materials necessary to complete the job as specified. 3.Landscape Architect will provide a key identifying each tree location on site. Written verification will be required to document material selection, source and delivery schedules to site. 4.Measurements: Measure trees with branches and trunks or canes in their normal position. Do not prune to obtain required sizes. Take caliper measurements six inches above ground for trees up to and including 4" caliper size, and twelve inches above ground for larger sizes. Measure main body of all plant material of height and spread dimensions, do not measure from branch or root tip-to-tip. 5.Owner's Authorized Representative shall inspect all plant material with requirements for genus, species, cultivar / variety size and quality. 6.Owner's Authorized Representative retains the right to further inspect all plant material upon arrival to the site and during installation for size and condition of root balls and root systems, limbs, branching habit, insects, injuries and latent defects. 7.Owner's Authorized Representative may reject unsatisfactory or defective material at any time during the process work. Remove rejected materials immediately from the site and replace with acceptable material at no additional cost to the Owner. Plants damaged in transit or at job site shall be rejected. 1.8 PRODUCT DELIVERY, STORAGE AND HANDLING A.Preparation: 1.Balled and Burlapped (B&B) Plants: Dig and prepare shipment in a manner that will not damage roots, branches, shape and future development. 2.Container Grown Plants: Deliver plants in rigid container to hold ball shape and protect root mass. B.Delivery: 1.Deliver packaged materials in sealed containers showing weight, analysis and name of manufacturer. Protect materials from deterioration during delivery and while stored on site. 2.Deliver only plant materials that can be planted in one day unless adequate storage and watering facilities are available on job site. 3.Protect root balls by heeling in with sawdust or other approved moisture retaining material if not planted within 24 hours of delivery. 4.Protect plants during delivery to prevent damage to root balls or desiccation of leaves. Keep plants moist at all times. Cover all materials during transport. 5.Notify Owner's Authorized Representative of delivery schedule 72 hours in advance job site. 6.Remove rejected plant material immediately from job site. 7.To avoid damage or stress, do not lift, move, adjust to plumb, or otherwise manipulate plants by trunk or stems. PART 2 - PRODUCTS 2.1 PLANTS A.General: Well-formed No. 1 grade or better nursery grown stock. Listed plant heights are from tops of root balls to nominal tops of plants. Plant spread refers to nominal outer width of the plant, not to the outer leaf tips. Plants will be individually approved by the Owner's Authorized Representative and his decision as to their acceptability shall be final. B.Quantities: The drawings and specifications are complimentary. Anything called for on one and not the other is as binding as if shown and called for on both. The plant schedule is an aid to bidders only. Confirm all quantities on plan. C.Quality and size: Plant materials shall conform to the size given on the plan, and shall be healthy, symmetrical, well-shaped, full branched and well rooted. The plants shall be free from injurious insects, diseases, injuries to the bark or roots, broken branches, objectionable disfigurements, insect eggs and larvae, and are to be of specimen quality. D.Approval: All plants which are found unsuitable in growth, or are in any unhealthy, badly shaped or undersized condition will be rejected by the Owner's Authorized Representative either before or after planting and shall be removed at the expense of the Landscape Contractor and replaced with acceptable plant as specified at no additional cost to the Owner. E.Trees shall be healthy, full-branched, well-shaped, and shall meet the minimum trunk and diameter requirements of the plant schedule. Balls shall be firm, neat, slightly tapered and well wrapped in burlap. Any tree loose in the ball or with a broken root ball at time of planting will be rejected. Balls shall be ten (10") inches in diameter for each one (1") inch of trunk diameter, measured six (6") inches above ball. (Nomenclature confirms to the customary nursery usage. For clarification, the term "multi-trunk" defines a plant having three (3) or more trunks of nearly equal diameter.) F.Pruning: All pruning of trees and shrubs, as directed by the Landscape Architect prior to final acceptance, shall be executed by the Landscape Contractor at no additional cost to the Owner. 2.2 SOIL PREPARATION MATERIALS A.Sandy Loam: 1.Friable, fertile, dark, loamy soil, free of clay lumps, subsoil, stones and other extraneous material and reasonably free of weeds and foreign grasses. Loam containing Dallasgrass or Nutgrass shall be rejected. 2.Physical properties as follows: a.Clay – between 7-27 percent b.Silt – between 15-25 percent c.Sand – less than 52 percent 3.Organic matter shall be 3%-10% of total dry weight. 4.If requested, Landscape Contractor shall provide a certified soil analysis conducted by an approved soil testing laboratory verifying that sandy loam meets the above requirements. B.Organic Material: Compost with a mixture of 80% vegetative matter and 20% animal waste. Ingredients should be a mix of course and fine textured material. C.Premixed Bedding Soil as supplied by Vital Earth Resources, Gladewater, Texas; Professional Bedding Soil as supplied by Living Earth Technology, Dallas, Texas or Acid Gro Municipal Mix as supplied by Soil Building Systems, Dallas, Texas or approved equal. D.Sharp Sand: Sharp sand must be free of seeds, soil particles and weeds. E.Mulch: Double Shredded Hardwood Mulch, partially decomposed, dark brown. Living Earth Technologies or approved equal. F.Organic Fertilizer: Fertilaid, Sustane, or Green Sense or equal as recommended for required applications. Fertilizer shall be delivered to the site in original unopened containers, each bearing the manufacturer's guaranteed statement of analysis. G.Commercial Fertilizer: 10-20-10 or similar analysis. Nitrogen source to be a minimum 50% slow release organic Nitrogen (SCU or UF) with a minimum 8% sulfur and 4% iron, plus micronutrients. H.Peat: Commercial sphagnum peat moss or partially decomposed shredded pine bark or other approved organic material. 2.3 MISCELLANEOUS MATERIALS A.Steel Edging: All steel edging shall be 3/16" thick x 4" deep x 16' long with 6 stakes per section, painted black at the factory as manufactured by The J.D. Russell Company and under its trade name DURAEDGE Heavy Duty Steel. B.Staking Material for Shade Trees: refer to details. C.Gravel: Washed native pea gravel, graded 1 inch to 1-1/2 inch. D.Filter Fabric: 'Mirafi Mirascape' by Mirafi Construction Products available at Lone Star Products, Inc., (469) 523-0444 or approved equal. E.River Rock: 'Colorado' or native river rock, 2" - 4" dia. F.Decomposed Granite: Base material shall consist of a natural material mix of granite aggregate not to exceed 1/8" diameter in size and shall be composed of various stages of decomposed earth base. PART 3 - EXECUTION 3.1 BED PREPARATION & FERTILIZATION A.Landscape Contractor to inspect all existing conditions and report any deficiencies to the Owner. B.All planting areas shall be conditioned as follows: 1.Prepare new planting beds by scraping away existing grass and weeds as necessary. Till existing soil to a depth of six (6") inches prior to placing compost and fertilizer. Apply fertilizer as per Manufacturer's recommendations. Add six (6") inches of compost and till into a depth of six (6") inches of the topsoil. Apply organic fertilizer such as Sustane or Green Sense at the rate of twenty (20) pounds per one thousand (1,000) square feet. 2.All planting areas shall receive a two (2") inch layer of specified mulch. 3.Backfill for tree pits shall be as follows: Use existing top soil on site (use imported topsoil as needed) free from large clumps, rocks, debris, caliche, subsoils, etc., placed in nine (9") inch layers and watered in thoroughly. C.Grass Areas: 1.Blocks of sod should be laid joint to joint (staggered joints) after fertilizing the ground first. Roll grass areas to achieve a smooth, even surface. The joints between the blocks of sod should be filled with topsoil where they are evidently gaped open, then watered thoroughly. 3.2 INSTALLATION A.Maintenance of plant materials shall begin immediately after each plant is delivered to the site and shall continue until all construction has been satisfactorily accomplished. B.Plant materials shall be delivered to the site only after the beds are prepared and areas are ready for planting. All shipments of nursery materials shall be thoroughly protected from the drying winds during transit. All plants which cannot be planted at once, after delivery to the site, shall be well protected against the possibility of drying by wind and Balls of earth of B & B plants shall be kept covered with soil or other acceptable material. All plants remain the property of the Contractor until final acceptance. C.Position the trees and shrubs in their intended location as per plan. D.Notify the Owner's Authorized Representative for inspection and approval of all positioning of plant materials. E.Excavate pits with vertical sides and horizontal bottom. Tree pits shall be large enough to permit handling and planting without injury to balls of earth or roots and shall be of such depth that,when planted and settled, the crown of the plant shall bear the same relationship to the finish grade as it did to soil surface in original place of growth. F.Shrub and tree pits shall be no less than twenty-four (24") inches wider than the lateral dimension of the earth ball and six (6") inches deeper than it's vertical dimension. Remove and haul from site all rocks and stones over three-quarter (3 4") inch in diameter. Plants should be thoroughly moist before removing containers. G.Dig a wide, rough sided hole exactly the same depth as the height of the ball, especially at the surface of the ground. The sides of the hole should be rough and jagged, never slick or glazed. H.Percolation Test: Fill the hole with water. If the water level does not percolate within 24 hours, the tree needs to move to another location or have drainage added. Install a PVC stand pipe per tree planting detail as approved by the Landscape Architect if the percolation test fails. I.Backfill only with 5 parts existing soil or sandy loam and 1 part bed preparation. When the hole is dug in solid rock, topsoil from the same area should not be used. Carefully settle by watering to prevent air pockets. Remove the burlap from the top 13 of the ball, as well as all nylon, plastic string and wire. Container trees will usually be root bound, if so follow standard nursery practice of ‘root scoring’. J.Do not wrap trees. K.Do not over prune. L.Mulch the top of the ball. Do not plant grass all the way to the trunk of the tree. Leave the area above the top of the ball and mulch with at least two (2") inches of specified mulch. M.All plant beds and trees to be mulched with a minimum settled thickness of two (2") inches over the entire bed or pit. N.Obstruction below ground: In the event that rock, or underground construction work or obstructions are encountered in any plant pit excavation work to be done under this section, alternate locations may be selected by the Owner. Where locations cannot be changed, the obstructions shall be removed to a depth of not less than three (3') feet below grade and no less than six (6") inches below the bottom of ball when plant is properly set at the required grade. The work of this section shall include the removal from the site of such rock or underground obstructions encountered at the cost of the Landscape Contractor. O.Trees and large shrubs shall be staked as site conditions require. Position stakes to secure trees against seasonal prevailing winds. P.Pruning and Mulching: Pruning shall be directed by the Landscape Architect and shall be pruned in accordance with standard horticultural practice following Fine Pruning, Class I pruning standards provided by the National Arborist Association. 1.Dead wood, suckers, broken and badly bruised branches shall be removed. General tipping of the branches is not permitted. Do not cut terminal branches. 2.Pruning shall be done with clean, sharp tools. 3.Immediately after planting operations are completed, all tree pits shall be covered with a layer of organic material two (2") inches in depth. This limit of the organic material for trees shall be the diameter of the plant pit. Q.Steel Curbing Installation: 1.Curbing shall be aligned as indicated on plans. Stake out limits of steel curbing and obtain Owners approval prior to installation. 2.All steel curbing shall be free of kinks and abrupt bends. 3.Top of curbing shall be 12" maximum height above final finished grade. 4.Stakes are to be installed on the planting bed side of the curbing, as opposed to the grass side. 5.Do not install steel edging along sidewalks or curbs. 6.Cut steel edging at 45 degree angle where edging meets sidewalks or curbs. 3.3 CLEANUP AND ACCEPTANCE A.Cleanup: During the work, the premises shall be kept neat and orderly at all times. Storage areas for all materials shall be so organized so that they, too, are neat and orderly. All trash and debris shall be removed from the site as work progresses. Keep paved areas clean by sweeping or hosing them at end of each work day. END OF SECTION December 5, 2018 Mayor & Council City of Coppell 255 E. Parkway Blvd. Coppell, Texas 75019 Provident Company, Inc. REAL ESTATE SERVICES POST OFFICE Box 1 790 COPPELL, TEXAS 75019 TEL (214) 215-9400 EMAIL gregyancey@verizon.net RE: Samaritan's Purse I 1300 Creekview Drive Dear Mayor and Council, I am delighted to represent Samaritan's Purse in their zoning case before you next week, a ministry my family began supporting over twenty years ago. If you are not already familiar with this group and their relief work around the world, I hope you will be more excited about their prospective facilities in Coppell after looking at the enclosed materials. Because they do not have a real estate department, I was hired to shepherd them through the development process and you are probably not surprised I recommended Coppell as the best location. A friend of mine works for Franklin Graham who heads this ministry, by coincidence Franklin was eating dinner last April at Hard Eight and contacted my friend to see if he knew a real estate broker in the Dallas market who could find a property in a nice city like Coppell. Soon I was working to identify prospective warehouse properties for sale but there were none available in areas that offered DFW Airport access; hotels and restaurants nearby and safety for volunteers. The search then became a development project where we considered several sites in other cities. Despite the difficulties and added expense of developing the Creekview Drive property, it was by far the best fit for the use. The seller of the property was Fellowship Church and they were very excited to have this project adjacent to their campus. Samaritan's Purse is engaged in disaster relief globally year-round, but it is most recognized for Operation Christmas Child shoebox distribution in over 100 countries since it began in 1993. OCC underwent tremendous growth in 1995 when Franklin Graham distributed shoeboxes filled with Christmas gifts to children in Bosnia. OCC has since distributed 157 million shoebox gifts to refugee and impoverished children. Anyone can fill a shoebox with items like dolls; toothbrushes; a bar of soap; stuffed animals; crayons; toys and the like. These boxes are first collected at churches, then sent to a Samaritan's Purse warehouse for processing and shipment to a needy child. Some 12 million shoeboxes will be distributed before this Christmas, approximately 1 million of those will be processed at the rented temporary warehouse collection center in Dallas this year. Should Council approve the zoning case, the proposed use of the Coppell warehouse is primarily to house Operation Christmas Child. Beginning the third week of November through the week of Christmas, volunteers from around the country will be at the site from 8 a.m. to 10 p.m. inspecting, sorting, supplementing and packaging shoeboxes for shipment by truck or sea container. Because volunteers are leaving during the evening, the safety of Coppell was an important factor in the site selection process. OCC volunteers must be at least thirteen years old, many of the shoebox packers are local church youth groups. Some volunteers travel by air and spend an entire week donating their time, so the close proximity to the airport and growing number of hotels and restaurants in Coppell made this site especially desirable. With your consent of the zoning case, they expect a number of Coppell churches to participate next year. The Coppell site would also house North American Ministries Disaster Relief supplies and vehicles to serve the central United States. Samaritan's Purse responds to natural disasters throughout the United States and coordinates relief efforts abroad. They are still rebuilding homes damaged by Hurricane Harvey in the Houston area. This ministry is rebuilding homes in Puerto Rico, South Carolina and Florida as well. You may recall the physician from Fort Worth who was serving in a Liberian hospital when he himself contracted Ebola in 2014. That was Dr. Kent Brantly, volunteering in a Samaritan's Purse hospital. There are at least forty medical mission hospitals operated by Samaritan's Purse in Africa, Asia and South America. Samaritan's Purse volunteers are constructing churches, schools and hospitals throughout the Middle East and Africa, including rebuilding churches in Iraq. All of this work is performed by paid ministry staff or volunteers. Funding for Samaritan's Purse comes from private donors like me. Enclosed is a 2018 Christmas Catalog with suggested gifts, it is remarkable what this ministry can accomplish with even small donations. In my own family, we sometimes substitute giving each other a gift for one of these items instead. Among the variances requested in the zoning case is the estimated tree mitigation fee of $70,060. I asked Mindi Hurley to confer with the City Attorney and it was determined that this ministry is not a church by definition and is subject to the tree preservation ordinance. I'm requesting that Council consider waiving the fee for a number of reasons. This ministry is funded entirely by donations, typically from church members. Local churches are the backbone of Operation Christmas Child, it could not grow as it has without the church. All of the literature produced by Samaritan's Purse clearly promotes the message of Christ. This ministry is doing nothing but the work of the church, there is no commercial activity taking place. The workers involved in disaster relief are typically church volunteers. The voice of Christ may be heard from a church platform: the work of Christ would take place at this proposed Coppell facility. This site was analyzed by two previous industrial developers who declined to purchase it because the site coverage ratio was so low. The site also falls over sixteen feet from the existing curb elevation on Creekview Drive to the west property line, so a retaining wall and fill are necessary for any development of the site. I did my best to save the trees on the site where possible, including a specimen cedar elm tree in the north parking area where we designed the perimeter parking with an enlarged tree well to preserve it. Given the existing slope of the lot, it is not developable without significant tree losses. While the costs of development in this market are very high presently, Samaritan's Purse has never sold a real estate asset since its inception in 1970 and did not want to postpone starting operations here. It is not likely that waiving the mitigation fee would ever be a benefit to a subsequent (commercial) user/purchaser. On behalf of Samaritan's Purse, I'm requesting the fee waiver because of what this ministry can do with those dollars. A commercial interest would simply absorb those saved funds, but this group will use those dollars to aid the helpless. The property will only house a permanent staff of twenty-five, so it is not a big job-creator for the City. The economic impact would mostly be sales tax and hotel tax revenues driven by the thousands of volunteers using those services during Operation Christmas Child. The City can expect favorable press annually and at times when major disasters occur and relief efforts are organized here. Hopefully Coppell would never require any disaster services. I truly appreciate your time considering this request and hope you are pleased to see an organization like this in Coppell. Please know that I would never intend to assign my own beliefs upon others, so no matter what Council decides on this matter it has no bearing on my respect for you or my appreciation for the opportunities I've had in this City. You can obviously tell I'm passionate about what they do at Samaritan's Purse and am honored to be a part of their development team. Rather than take up time presenting this in the Council meeting, I wanted to provide this information now to give you time to know the reasoning behind the request; look at the Samaritan's Purse website or consider questions you have about this ministry coming to Coppell. Sincerely yours, cc: Mary Paron-Boswell, AICP Mindi Hurley 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of an Economic Development Agreement between the City of Coppell and Little Raymond’s Print Shop, Inc., and authorizing the Mayor to sign. 2030: Business Prosperity Introduction: Little Raymond’s Print Shop is occupying 230,400 square feet of space at 850 Northlake. Little Raymond’s Print Shop is a print shop that produces customized products and apparel including garments, mugs, phone cases, posters and other commodity items. This facility is their first Texas location and their largest production center in the United States. They have signed a 7-year lease. The company will employ approximately 250 individuals initially but expects to grow to approximately 1,000 employees in a very short time. They do expect to produce sales tax to Coppell on their sales, and they will have a capital investment of approximately $2,500,000 initially. Analysis: This Economic Development Agreement grants a 75% rebate of business personal property for a period of 5 years. There is an automatic 2-year extension if all requirements are met for the first 5 years. Legal Review: The documents were drafted and reviewed by Pete Smith. Fiscal Impact: N/A Recommendation: Community Development recommends approval. Page 1 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 STATE OF TEXAS § § COUNTY OF DALLAS § ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Economic Development Incentive Agreement (“Agreement”) is made by and between the City of Coppell, Texas (the “City”), and Little Raymond’s Print Shop, Inc., a California corporation (“Lessee”) (each a “Party” and collectively the “Parties”), acting by and through their respective authorized officers. W I T N E S S E T H: WHEREAS, Lessee has or intends to enter a lease of approximately 230,400 square feet of space in a building located at 850 North Lake Drive, Coppell, Texas 75019 (the “Leased Premises”), for a period of at least five (5) years (the “Lease”), and intends to locate certain Tangible Personal Property (hereinafter defined) at the Leased Premises, for operating a new facility; and WHEREAS, Lessee has advised the City that a contributing factor that would induce the Lessee to enter into the Lease and occupy the Leased Premises would be an agreement by the City to provide an economic development grant to the Lessee as set forth herein; and WHEREAS, the City has adopted programs for promoting economic development and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs; and WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to the Lessee in accordance with this Agreement is in accordance with the City Economic Development Program and will: (i) further the objectives of the City; (2) benefit the City and the City’s inhabitants; and (iii) promote local economic development and stimulate business and commercial activity in the City. NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Article I Term This Agreement shall be effective on the last date of execution hereof (“Effective Date”) and shall continue until the Expiration Date, unless sooner terminated as provided herein. Page 2 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 Article II Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Annual BPP Grants” shall mean five (5) annual economic development grants to be provided by City, each in an amount equal to seventy-five percent (75%) of the City ad valorem taxes assessed against the Tangible Personal Property and collected by the City for the applicable Tax Year, to be paid as set forth herein. “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of such Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party and such proceeding is not dismissed within ninety (90) days after the filing thereof; provided, however, “Bankruptcy or Insolvency” shall not include an event that does not affect the Lessee’s ability to continue to make the Required Use of the Leased Premises and otherwise to meet its obligations under this Agreement. “City” shall mean the City of Coppell, Texas. “Consummated” shall have the same meaning assigned by Texas Tax Code, Section 321.203, or its successor. “Commencement Date” shall mean the date the City has issued a certificate of occupancy for Lessee to occupy the Leased Premises. “Expiration Date” shall mean March 1 of the calendar year following the fifth (5th) anniversary date of the First Grant Year, or March 1 of the calendar year following the seventh (7th) anniversary date of the First Grant Year, provided the Lessee has achieved and maintained the Minimum Annual Sales of Taxable Items during the term of this Agreement. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of the Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. Page 3 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Grant Period” shall mean a full calendar year, except that the First Grant Period shall be from the first day of the first full calendar month beginning with the Commencement Date. “Grant Year” shall mean a given Tax Year, except that the First Grant Year shall mean the Tax Year commencing January 1 of the calendar year following the Commencement Date. “Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on the Lessee or any property or any business owned by Lessee within the City. “Improvements” or “Leased Premises” shall mean the building containing approximately 230,400 square feet of office and warehouse/distribution space in the building located at 850 North Lake Drive, Coppell, Texas 75019. “Land” means the real property described in Exhibit “A”. “Lease” shall mean Lessee’s lease of the Leased Premises for a period of not less than five (5) years commencing on the Lease Inception Date. “Lease Inception Date” shall mean the commencement date of the lease term under the Lease, but no later than December 31, 2018. “Lessee” shall mean Little Raymond’s Print Shop, Inc., a California corporation. “Minimum Annual Sales of Taxable Items” shall mean sale of Taxable Items by Lessee consummated at the Leased Premises for each Grant Period in the amount of Seven Million Eight Hundred Thousand Dollars ($7,800,00.00). “Payment Request” shall mean a written request from Lessee to City for payment of the applicable Annual BPP Grant, which request shall be accompanied by copies of tax statement and/or receipt(s) and/or other evidence reasonably satisfactory to City to establish that the ad valorem taxes assessed by City against the Tangible Personal Property has been timely paid for such Grant Year. “Related Agreements” shall mean any agreement (other than this Agreement) by and between the City and Lessee and/or any of its affiliated or related entities. Page 4 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 “Required Use” shall mean Lessee’s continuous occupancy of the Leased Premises and the continuous operation of an office and warehouse/distribution facility for technology driven print and fulfillment services at the Leased Premises. “Sales and Use Tax” shall mean the City's one percent (1%) sales and use tax imposed pursuant to Chapter 321 of the Texas Tax Code on the sale of Taxable Items by Lessee Consummated at the Leased Premises. “Sales Tax Certificate” shall mean a report provided by the State of Texas to the City in accordance with Texas Tax Code, Section 321.3022, (or other applicable provision of the Texas Tax Code) which lists the amount of Sales and Use Tax paid (including any refunds, credits or adjustments) received by the City from the State of Texas from the sale of Taxable Items by the Lessee Consummated at the Leased Premises for the applicable Grant Period, or if such report is not available, a certificate or other statement in the form reasonably approved by the City, setting forth the collection of Sales and Use Tax (including any refunds, credits or adjustments) by the Lessee received by the City from the State of Texas, for the sale of Taxable Items by the Lessee Consummated at the Leased Premises for the applicable Grant Period, and the total sales of Taxable Items by Lessee consummated at the Leased Premises for the applicable Grant Period, together with such supporting documentation required herein, and as the City may reasonably request. “State of Texas” shall mean the office of the Texas Comptroller, or its successor. “Tangible Personal Property” shall have the same meaning assigned by Tax Code, Section 1.04, and shall mean all tangible personal property, equipment, fixtures, and machinery, inventory and supplies owned or leased by Lessee and located in the Leased Premises on January 1 of a given Tax Year. Tangible Personal Property shall not include Freeport Goods or Goods in Transit. “Tax Year” shall have the meaning assigned to such term in Section 1.04 of the Texas Tax Code (i.e., the calendar year). “Taxable Items” shall mean both “taxable items” and “taxable services” as those terms are defined by Chapter 151, Texas Tax Code, as amended. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article III Economic Development Grant 3.1 Annual BPP Grants. Subject to the continued satisfaction of all the terms and conditions of this Agreement by Lessee, and provided the Taxable Value of the Tangible Personal Property is at least Two Million Dollars ($2,000,000.00), (the “Minimum Taxable Value”) for the applicable Grant Year City agrees to provide Lessee with five (5) Annual BPP Grants to be paid Page 5 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 within thirty (30) days after receipt of a Payment Request following March 1 of each calendar year (or the immediately following business day if March 1 is not a business day), beginning with March 1, of the year following the First Grant Year, provided the City ad valorem taxes assessed against the Tangible Personal Property have been paid in full for the respective Grant Year (i.e., the Tax Year immediately preceding the year in which an Annual BPP Grant is to be made) prior to the delinquency date. Provided Lessee has achieved and maintained the Minimum Annual Sales of Taxable Items and is not otherwise in default or breach of this Agreement, the number of Annual BPP Grants shall be extended for two (2) additional consecutive Annual BPP Grants subject to the same Minimum Taxable Value. The failure of the Tangible Personal Property to have a Taxable Value of at least the Minimum Taxable Value as of January 1 of any calendar year during the term of this Agreement shall not be considered an event of default or breach of this Agreement, but rather such event shall result in the forfeiture of the Annual BPP Grant for the Tangible Personal Property for such Tax Year. 3.2 Tax Protest. In the event Lessee or another party timely and properly protests or contests (including any motion to correct the appraisal roll) the Taxable Value and/or the taxation of the Tangible Personal Property with the applicable appraisal district (or its successor), the obligation of City to provide the Annual BPP Grant with respect to the Tangible Personal Property for such Tax Year shall be delayed with respect to the portion protested or contested until a final determination has been made of such protest or contest. In the event Lessee or another party’s protests and/or contests results in a final determination that changes the amount of ad valorem taxes assessed and due for the Tangible Personal Property (or portion thereof) after any Annual BPP Grant has been paid for such Tax Year, the Annual BPP Grant for such Tax Year shall be adjusted (increased or decreased as the case may be) accordingly on the date of payment of the next Annual BPP Grant, or within thirty (30) business days after such determination in the event no further Annual BPP Grant is due under the Agreement. 3.3 Refunds and Underpayments of Grants. In the event City reasonably determines that the amount of any Annual BPP Grant paid by City to Lessee was incorrect, Lessee shall, within thirty (30) days after receipt of written notification thereof from City specifying the amount by which such Annual BPP Grant exceeded the correct amount to which Lessee was entitled (together with such records, reports and other information necessary to support such determination), pay such amount to City. If City reasonably determines that the amount by which such Annual BPP Grant was less than the correct amount to which Lessee was entitled (together with such records, reports and other information necessary to support such determination), City shall, within thirty (30) days, pay the adjustment to Lessee. 3.4 Current Revenue. The Annual BPP Grants shall be paid solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for such purpose consistent with Article III, Section 52(a) of the Texas Constitution. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by Lessee. 3.5 Grant Limitations. Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory Page 6 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 provision; provided; however, the City agrees during the term of this Agreement to make a good faith effort to appropriate funds each year to pay the Annual BPP Grant for the then ensuing fiscal year. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by the Lessee. None of the obligations of the City under this Agreement shall be pledged or otherwise encumbered by the Lessee in favor of any commercial lender and/or similar financial institution. Article IV Conditions to Grant The obligation of the City to pay the Annual BPP Grants shall be conditioned upon the compliance and satisfaction by the Lessee of the terms and conditions of this Agreement and each of the conditions set forth in Article IV. 4.1 Payment Request. Lessee shall, as a condition precedent to the payment of each applicable Annual BPP Grant, timely provide City with the applicable Payment Request. 4.2 Good Standing. The Lessee shall not have an uncured breach or default of this Agreement, or a Related Agreement. 4.3 Required Use. During the term of this Agreement beginning on the Commencement Date and continuing until the Expiration Date, the Leased Premises shall not be used for any purpose other than the Required Use, and the operation of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) continuous days except in connection with, and to the extent of an event of Force Majeure or Casualty. 4.5 Continuous Lease and Occupancy. The Lessee shall, beginning on the Commencement Date and continuing thereafter until the Expiration Date, continuously lease and occupy the Leased Premises. 4.6 Lease. The Lessee shall have entered the Lease on or before December 31, 2018, and the Lessee shall occupy the Leased Premises on or before August 1, 2019. 4.7 Sales Tax Certificate. Lessee shall during the term of this Agreement, provide to City a Sales Tax Certificate thirty (30) days after the end of each Grant Period. The Sales Tax Certificate shall at a minimum contain, include or be accompanied by the following: (a) A schedule detailing the amount of the Sales and Use Tax collected and paid to the State of Texas as a result of the sale of Taxable Items by Lessee Consummated at the Leased Premises for the then ending Grant Period; (b) A copy of all sales and use tax returns and reports, sales and use tax prepayment returns, direct payment permits and reports, including amended sales and use tax returns or reports, filed by Lessee for the then ending Grant Period showing the Sales and Use Tax collected (including sales and use tax paid directly to the State of Texas pursuant to a direct Page 7 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 payment certificate) by Lessee for the sale of Taxable Items by Lessee Consummated at the Leased Premises, including any supporting work papers; (c) A copy of all direct payment and self-assessment returns, including amended returns, filed by Lessee for the previous ending Grant Period showing the Sales and Use Tax paid for the sale of Taxable Items by Lessee Consummated at the Leased Premises; (d) Information concerning any refund or credit received by Lessee of the Sales or Use Taxes paid or collected by Lessee which has previously been reported by Lessee as Sales and Use Tax paid or collected; and information concerning any Sales and Use Tax adjustments made pursuant to any sales and use tax audits by the State of Texas of either Lessee and its customers involving amounts reported by Lessee as subject to this Agreement; (e) A schedule detailing the total sales of Taxable Items by Company Consummated at the Lessee for the then ending Grant Period. Article V Termination 5.1 Termination. This Agreement shall terminate upon any one of the following: (a) by written agreement of the Parties; (b) Expiration Date; (c) upon written notice, by either Party in the event the other Party breaches any of the terms or conditions of this Agreement, or a Related Agreement, and such breach is not cured within thirty (30) days after the nonbreaching Party sends written notice to the breaching Party of such breach; (d) upon written notice, by the City, if Lessee suffers an event of Bankruptcy or Insolvency; (e) upon written notice, by the City, if any Impositions owed to the City or the State of Texas by Lessee shall become delinquent (provided, however, the Lessee retains the right to timely and properly protest and contest any such Impositions); or (f) upon written notice, by either Party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable. 5.2 Repayment. In the event the Agreement is terminated by the City pursuant to Section 5.1 (c), (d), (e) or (f), the Lessee shall immediately refund to the City an amount equal to the Annual BPP Grants paid by the City to the Lessee preceding the date of such termination, plus interest at the rate of interest periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by City) as Page 8 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 its prime or base commercial lending rate) from the date on which each Grant is paid by the City until each such Grant is refunded by the Lessee. The repayment obligation of Lessee set forth in this section shall survive termination. 5.3 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement or a Related Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. Article VI Miscellaneous 6.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. This Agreement may not be assigned without the express written consent of the City Manager. 6.2 Limitation on Liability. It is understood and agreed between the Parties that the Lessee, in satisfying the conditions of this Agreement, has acted independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. The Lessee agrees to indemnify and hold harmless the City from all such claims, suits, and causes of actions, liabilities and expenses of any nature whatsoever by a third party arising out of the Lessee’s failure to perform its obligations under this Agreement. 6.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. 6.4 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered. If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas 75201 Page 9 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 If intended for Lessee, to Attn: Raymond Z. Lei, Director Little Raymond’s Print Shop, Inc. 41454 Christy Street Fremont, California 94538 6.6 Entire Agreement. This Agreement is the entire Agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the Parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. 6.7 Governing Law. The Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by the mutual written agreement of the Parties. 6.9 Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 6.12 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. For the avoidance of doubt, it is expressly agreed by the Parties that the right of Lessee to make any Payment Request and the obligation of City to verify employment and pay any Grant to which Lessee may have otherwise been entitled prior to the termination of this Agreement shall survive termination of this Agreement. 6.13 Employment of Undocumented Workers. During the term of this Agreement the Lessee agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Lessee shall repay the amount of the Annual BPP Grants and Page 10 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 any other funds received by the Lessee from City as of the date of such violation within one hundred twenty (120) days after the date the Lessee is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. The Lessee is not liable for a violation of this section in relation to any workers employed by a subsidiary, affiliate, or franchisee of the Lessee or by a person with whom the Lessee contracts. 6.14 Conditions Precedent. This Agreement is expressly subject to and contingent upon: (i) the Lessee entering into the Lease on or before December 31, 2018; and (ii) the Lessee occupying the Leased Premises on or before August 1, 2019. [Signature page to follow] Page 11 Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93598 EXECUTED on this _______ day of _____________________, 2018. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED this the _________ day of ______________________, 2018. LITTLE RAYMOND’S PRINT SHOP, INC. By: Raymond Z. Lei, Director EXHIBIT “A” Page 1 Exhibit “A” to Economic Development Incentive Agreement City of Coppell and Little Raymond’s Print Shop, Inc. 2.93567 (legal description to be attached) 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of an Economic Development Agreement between the City of Coppell and GS 777 Freeport Parkway, LLC, and authorizing the Mayor to sign. 2030: Business Prosperity Introduction: GS 777 Freeport Parkway, LLC is the legal entity for C&S Wholesale Grocers, Inc. who is doing business as GSC Wholesale LLC in Coppell. They are currently located in 355,577 square feet of space at 777 Freeport Parkway. They will be increasing their current footprint by 90,118 square feet for a new total of 445,695 square feet of space. They are a wholesale grocer that will be able to increase their current offerings by adding new, fast-moving SKUs of produce, meat and other grocery items to service the demands of the local and regional retail markets. They will also be transferring some of their current operations at their Houston-area distribution center to this facility. There will be 69 new employees for a total of 108 employees. Most of the current inventory remains in the State of Texas and is not subject to Triple Freeport Tax Exemption. While most of the activity is wholesale sales, they do have a minimal amount of sales that are subject to sales tax. Analysis: This Economic Development Agreement grants a 5-year, 50% rebate of tangible personal property above the value of the base year. Legal Review: The documents were drafted and reviewed by Pete Smith. Fiscal Impact: N/A Recommendation: 2 Community Development recommends approval. PAGE 1 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) STATE OF TEXAS § § COUNTY OF DALLAS § ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Economic Development Incentive Agreement (“Agreement”) is made by and between the City of Coppell, Texas (the “City”), and C&S Wholesale Grocers, Inc., a Vermont corporation (“Lessee”) (each a “Party” and collectively the “Parties”), acting by and thro ugh their respective authorized officers. W I T N E S S E T H: WHEREAS, Lessee currently leases and occupies approximately 355,577 square feet of distribution space at the building located at 777 Freeport Parkway, Coppell, Texas, and has or intends to amend the existing lease or enter into a new lease for approximately 90,118 additional square feet of space at 777 Freeport Parkway, Coppell, Texas (collectively, the “Leased Premises”) for a period of at least five (5) years (the “Lease”); and WHEREAS, Lessee intends to locate certain taxable tangible personal property at the Leased Premises; and WHEREAS, Lessee has advised the City that a contributing factor that would induce the Lessee to enter into the Lease and occupy the Leased Premises would be an agreement by the City to provide an economic development grant to the Lessee as set forth herein; and WHEREAS, the City has adopted programs for promoting economic development and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs; and WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Code to provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to the Lessee in accordance with this Agreement is in accordance with the City Economic Development Program and will: (i) further the objectives of the City; (ii) benefit the City and the City’s inhabitants; and (iii) promote local economic development and stimulate business and commercial activity in the City. NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: PAGE 2 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) Article I Term This Agreement shall be effective on the last date of execution hereof (“Effective Date”) and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article II Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of such Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party and such proceeding is not dismissed within ninety (90) days after the filing thereof; provided, however, “Bankruptcy or Insolvency” shall not include an event that does not affect the Lessee’s ability to continue to make the Required Use of the Leased Premises and otherwise to meet its obligations under this Agreement. “Base Year” shall mean 2018. Base Year Value” shall mean the Taxable Value of the Tangible Personal Property as of January 1, 2018. “City” shall mean the City of Coppell, Texas. “Commencement Date” shall mean the date the City has issued a certificate of occupancy for Lessee to occupy the Leased Premises. “Expiration Date” shall mean March 1 of the calendar year following the fifth (5th) anniversary date of the First Grant Year. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of the Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. PAGE 3 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Grant” shall mean five (5) annual economic development grants to be provided by City, each in an amount equal to fifty percent (50%) of the portion of the Taxable Value of the Tangible Personal Property for the applicable Tax Year that exceeds the Base Year Value, to be paid as set forth herein. “Grant Year” shall mean a given Tax Year, except that the First Grant Year shall mean the Tax Year commencing January 1 of the calendar year following the Commencement Date. “Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on the Lessee or any property or any business owned by Lessee within the City. “Improvements” or “Leased Premises” shall mean approximately 445,695 square feet of distribution space in the building located 777 Freeport Parkway, Coppell, Texas. “Lease” shall mean Lessee’s lease of the Leased Premises for a period of not less than five (5) years commencing on the Lease Inception Date. “Lease Inception Date” shall mean the commencement date of the lease term under the Lease, but no later than __________, 201__. “Lessee” shall mean C&S Wholesale Grocers, Inc., a Vermont corporation “Payment Request” shall mean a written request from Lessee to City for payment of the applicable Grant, which request shall be accompanied by copies of tax statement and/or receipt(s) and/or other evidence reasonably satisfactory to City to establish that the ad valorem taxes assessed by City against the Tangible Personal Property have been timely paid for such Grant Year. “Related Agreements” shall mean any agreement (other than this Agreement) by and between the City and Lessee and/or any of its affiliated or related entities. “Required Use” shall mean Lessee’s continuous occupancy of the Leased Premises and the continuous operation of a distribution center at the Leased Premises. “Tangible Personal Property” shall have the same meaning assigned by Tax Code, Section 1.04, and shall mean all furniture, fixtures, inventory and equipment owned or leased by Lessee and located in the Leased Premises on January 1 of a given Tax Year. Tangible Personal Property shall not include Freeport Goods and Goods in Transit located at the Leased Premises. PAGE 4 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) “Tax Year” shall have the meaning assigned to such term in Section 1.04 of the Texas Tax Code (i.e., the calendar year). “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article III Economic Development Grant 3.1 Grant. Subject to the continued satisfaction of all the terms and conditions of this Agreement by Lessee, and provided the Taxable Value of the Tangible Personal Property is at least Five Million Dollars ($5,000,000.00) (the “Minimum Taxable Value”) for the applicable Grant Year, City agrees to provide Lessee with five (5) Grants to be paid within thirty (30) days after receipt of a Payment Request following March 1 of each calendar year (or the immediately following business day if March 1 is not a business day), beginning with March 1 of the year following the First Grant Year, provided the City ad valorem taxes assessed against the Tangible Personal Property have been paid in full for the respective Grant Year (i.e., the Tax Year immediately preceding the year in which a Grant is to be made) prior to the delinquency date. The failure to timely provide City with a Payment Request shall operate as a forfeiture of the Grant for the applicable Grant Year. The failure of the Tangible Personal Property to have a Taxable Value of at least the Minimum Taxable Value as of January 1 of any calendar year during the term of this Agreement shall not be considered an event of default or breach of this Agreement, but rather such event shall result in the forfeiture of the Grant for the Tangible Personal Property for such Tax Year. 3.2 Tax Protest. In the event Lessee or another party timely and properly protests or contests (including any motion to correct the appraisal roll) the Taxable Value and/or the taxation of the Tangible Personal Property with the applicable appraisal district (or its successor), the obligation of City to provide the respective Grants with respect to the Tangible Personal Property for such Tax Year shall be delayed until a final determination has been made of such protest or contest. In the event Lessee or another party’s protests and/or contests results in a final determination that changes the amount of ad valorem taxes assessed and due for the Tangible Personal Property (or portion thereof) after any Grant has been paid for such Tax Year, the Grant for such Tax Year shall be adjusted (increased or decreased as the case may be) accordingly on the date of payment of the next Grant, or within thirty (30) business days after such determination in the event no further Grants are due under the Agreement. 3.3 Refunds and Underpayments of Grants. In the event City reasonably determines that the amount of any Grant paid by City to Lessee was incorrect, Lessee shall, within thirty (30) days after receipt of written notification thereof from City specifying the amount by which such Grant exceeded the correct amount to which Lessee was entitled (together with such records, reports and other information necessary to support such determination), pay such amount to City. If City reasonably determines that the amount by which such Grant was less than the correct amount to which Lessee was entitled (together with such records, reports and other information PAGE 5 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) necessary to support such determination), City shall, within thirty (30) days, pay the adjustment to Lessee. 3.4 Current Revenue. The Grants shall be paid solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for such purpose consistent with Article III, Section 52(a) of the Texas Constitution. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by Lessee. 3.5 Grant Limitations. Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision; provided; however, the City agrees during the term of this Agreement to make a good faith effort to appropriate funds each year to pay the Grants for the then ensuing fiscal year. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by the Lessee. None of the obligations of the City under this Agreement shall be pledged or otherwise encumbered by the Lessee in favor of any commercial lender and/or similar financial institution. Article IV Conditions to Grant The obligation of the City to pay the Grants shall be conditioned upon the compliance and satisfaction by the Lessee of the terms and conditions of this Agreement and each of the conditions set forth in Article IV. 4.1 Payment Request. Lessee shall, as a condition precedent to the payment of each applicable Grant, timely provide City with the applicable Payment Request. 4.2 Good Standing. The Lessee shall not have an uncured breach or default of this Agreement, or a Related Agreement. 4.3 Required Use. During the term of this Agreement beginning on the Commencement Date and continuing until the Expiration Date, the Leased Premises shall not be used for any purpose other than the Required Use, and the operation of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) continuous days except in connection with, and to the extent of an event of Force Majeure or Casualty. 4.4 Continuous Lease and Occupancy. The Lessee shall, beginning on the Commencement Date and continuing thereafter until the Expiration Date, continuously lease and occupy the Leased Premises. 4.5 Lease. The Lessee shall have entered the Lease on or beforeOctober 23, 2015, and the Lessee shall occupy the Leased Premises on or before Lease Inception Date. PAGE 6 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) Article V Termination 5.1 Termination. This Agreement shall terminate upon any one of the following: (a) by written agreement of the Parties; (b) Expiration Date; (c) upon written notice, by either Party in the event the other Party breaches any of the terms or conditions of this Agreement, or a Related Agreement, and such breach is not cured within thirty (30) days after the non-breaching Party sends written notice to the breaching Party of such breach; (d) upon written notice, by the City, if Lessee suffers an event of Bankruptcy or Insolvency; (e) upon written notice, by the City, if any Impositions owed to the City or the State of Texas by Lessee shall become delinquent (provided, however, the Lessee retains the right to timely and properly protest and contest any such Impositions); or (f) upon written notice, by either Party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable. 5.2 Repayment. In the event the Agreement is terminated by the City pursuant to Section 5.1 (c), (d), (e) or (f), the Lessee shall, within thirty (30) days of notification, refund to the City an amount equal to the Grants paid by the City to the Lessee preceding the date of such termination, plus interest at the rate of interest periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by City) as its prime or base commercial lending rate) from the date on which each Grant is paid by the City until each such Grant is refunded by the Lessee. The repayment obligation of Lessee set forth in this section shall survive termination. 5.3 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement or a Related Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. Article VI Miscellaneous 6.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. This Agreement may not be assigned without the express written consent of the City Manager. PAGE 7 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) 6.2 Limitation on Liability. It is understood and agreed between the Parties that the Lessee, in satisfying the conditions of this Agreement, has acted independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. 6.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. 6.4 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered. If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Street Dallas, Texas 75201 If intended for Lessee, to Attn: Julia Owen, Vice President, Tax C&S Wholesale Grocers, Inc. 10 Optical AveKeene, NH 03431 6.6 Entire Agreement. This Agreement is the entire Agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the Parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. 6.7 Governing Law. The Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by the mutual written agreement of the Parties. 6.9 Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, PAGE 8 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) such invalidity, illegality, or unenforceability shall not affect other provisions, and it is the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 6.12 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. For the avoidance of doubt, it is expressly agreed by the Parties that the right of Lessee to make any Payment Request and the obligation of City to verify employment and pay any Grant to which Lessee may have otherwise been entitled prior to the termination of this Agreement shall survive termination of this Agreement. 6.13 Employment of Undocumented Workers. During the term of this Agreement the Lessee agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Lessee shall repay the amount of th e Grants and any other funds received by the Lessee from City as of the date of such violation within one hundred twenty (120) days after the date the Lessee is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. The Lessee is not liable for a violation of this section in relation to any workers employed by a subsidiary, affiliate, or franchisee of the Lessee or by a person with whom the Lessee contracts. 6.14 Conditions Precedent. This Agreement is expressly subject to and contingent upon: (i) the Lessee entering the Lease on or before October 23, 2015; and (ii) the Lessee occupying the Leased Premises on or before Lease Inception Date. [Signature page to follow] PAGE 9 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND C&S WHOLESALE GROCERS, INC. (TM 103043) EXECUTED on this _______ day of _____________________, 2018. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED this the _________ day of ______________________, 2018. C&S WHOLESALE GROCERS, INC. By: Julia Owen, Vice President Tax 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and Norwex USA, Inc., and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Norwex USA, Inc. opened a second facility in Coppell in 2018. This Tax Abatement Agreement is for that facility. The 5-year agreement is for a 90% abatement on the business personal property located at 220 N. Freeport Parkway. Introduction: In 1994, Norwex began in Norway. The company produced personal care and cleaning products with a radically reduced amount of chemicals. In 1995, Norwex entered the home party market in Norway and grew dramatically. In 1999, Norwex expanded to Canada and the United Sta tes, and by 2010, they were selling products worldwide. The company grew rapidly and outgrew their former space in Addison. After a long search, Norwex decided to move their U.S. Headquarters and distribution center to 800 W. Bethel. They are occupying 143,000 square feet of space at this building. In 2018, Norwex’s sister company, EMP Manufacturing, leased approximately 212,980 square feet of space at 220 N. Freeport Parkway. Norwex subleases approximately 150,000 square feet of that space. Analysis: Reinvestment Zone 91 was created in 2014. This 5-year, 90% abatement will be applied to the business personal property for Norwex USA, Inc. at 220 N. Freeport Parkway. Legal Review: Agenda item did not require legal review. Fiscal Impact: 2 N/A Recommendation: Economic Development recommends approval. 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND NORWEX USA, INC.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and Norwex USA, Inc., a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and among the City of Coppell, Texas (the “City”), and Norwex USA, Inc., a Texas corporation (the “Lessee”) (the City and Lessee collectively referred to as the “Parties” or singularly as a “Party”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for the real property described in Exhibit “A” (the “Land”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Lessee currently subleases 150,000 of the square feet of space in the building located at 220 N. Freeport Parkway, Coppell, Texas 75019 (the “Subleased Premises”); and WHEREAS Lessee intends to locate certain Tangible Personal Property (hereinafter defined) at the Subleased Premises; and WHEREAS, Lessee’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Subleased Premises (hereinafter defined), is consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 2 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) WHEREAS, the City Council finds that the Subleased Premises sought are feasible and practicable, and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises are located; and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “City” shall mean the City of Coppell, Texas, acting by and through its City Manager, or designee. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the calendar year in which the fifth (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing on January 1, of the calendar year immediately following the date a certificate of occupancy has been issued by the City for the occupancy of the Subleased Premises by Lessee. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. Page 3 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Improvements” or “Subleased Premises” shall mean the building containing approximately 432,720 square feet of office and warehouse/distribution space in the building located at 220 N. Freeport Parkway, Coppell, Texas 75019. “Land” means the real property described in Exhibit “A”. “Sublease” shall mean Lessee’s sublease of the Subleased Premises for a period of at least five (5) years commencing on the First Year of Abatement. “Sublease Inception Date” shall mean the date the term of the Sublease commences but not later than December 1, 2017. “Lessee” shall mean Norwex USA, Inc., a Texas corporation. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Lessee, its parent company, and any affiliated or related entity controlled or owned by Lessee, or its parent company. “Required Use” shall mean Lessee’s continuous occupancy of the Subleased Premises and the continuous operation of an office and warehouse/distribution for ecologically and environmentally safe products for home and family at the Subleased Premises. “Tangible Personal Property” shall mean furniture, fixtures and equipment owned or leased by Lessee and located at the Improvements, subsequent to the execution of this Agreement. Tangible Personal Property shall not include inventory, Freeport Goods and Goods in Transit located at the Subleased Premises. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Lessee has or intends to enter into the Sublease and to locate and maintain Tangible Personal Property at the Subleased Premises. 2.2 The Subleased Premises are not in an improvement project financed by tax increment bonds. Page 4 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Subleased Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Lessee shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Lessee is in compliance with each term of the Agreement. 2.6 The Subleased Premises at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement and provided the Taxable Value for the Tangible Personal Property is at least Four Hundred Thousand Dollars ($400,000.00) (the “Minimum Taxable Value”), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Lessee an abatement of ninety percent (90%) of the Taxable Value of the Tangible Personal Property for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property located at the Subleased Premises subsequent to the execution of this Agreement. The failure of the Tangible Personal Property to have a Taxable Value of at least Four Hundred Thousand Dollars ($400,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Tangible Personal Property for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Lessee shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation, if any, with respect to the Subleased Premises. 3.5 Lessee agrees, subject to events of Force Majeure, to continuously sublease (or own) and occupy the Subleased Premises for a period of at least five (5) consecutive years beginning with the First Year of Abatement. Page 5 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) 3.6 During the term of this Agreement beginning with the First Year of Abatement the Subleased Premises shall not be used for any purpose other than the Required Use and the operation and occupancy of the Subleased Premises in conformance with the Required Use shall not cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure. 3.7 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Lessee has subleased, or intends to enter into the Sublease, and locate Tangible Personal Property at the Subleased Premises. Nothing in this Agreement shall obligate Lessee to enter into the Sublease, or to locate Tangible Personal Property at the Subleased Premises, but said actions are conditions precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Lessee’s tax abatement pursuant to this Agreement, Lessee agrees, subject to events of Force Majeure, to enter into the Sublease on or before December 1, 2017; and to occupy the Subleased Premises on or before May 31, 2018. 4.3 Lessee agrees to maintain the Subleased Premises during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Subleased Premises at reasonable times and with reasonable notice to Lessee, and in accordance with visitor access and security policies of the Lessee, in order to insure that the Subleased Premises are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event the Lessee: (i) fails to sublease the Subleased Premises in accordance with this Agreement; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Lessee retains its right to timely and properly protest such taxes or assessment); (iii) suffers an event of “Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement or a Related Agreement, then Lessee, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Lessee shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Lessee to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Lessee, its successors and assigns and shall Page 6 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) constitute a tax lien against the Tangible Personal Property, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 5.2 Upon breach by Lessee of any of the obligations under this Agreement, the City shall notify Lessee in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and Lessee has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If Lessee fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to Lessee. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Tangible Personal Property without tax abatement for the years in which tax abatement hereunder was received by Lessee, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of Lessee pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Tangible Personal Property. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Lessee shall annually render the value of the Tangible Personal Property to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: Page 7 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 North Akard Dallas, Texas 75201 If intended for Lessee: Attn: Kristi Hubbard, President Norwex USA, Inc. 800 W. Bethel Road, Suite 100 Coppell, Texas 75019 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement governed by the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.9 Employment of Undocumented Workers. During the term of this Agreement Lessee agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Lessee shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Lessee is notified by City of such violation, plus interest at the rate of four percent (4%) compounded Page 8 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) annually from the date of violation until paid. Lessee is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Lessee or by a person with whom such Lessee contracts. 8.10 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without the prior written consent of the City Manager. 8.12 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. NORWEX USA, INC. By: Kristi Hubbard, President EXHIBIT “A” Page 10 Exhibit “A” to Tax Abatement Agreement City of Coppell and Norwex USA Inc. (TM 92531) (Property description to be attached) 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of a Resolution approving a Tax Abatement Agreement between the City of Coppell and EMP Manufacturing Inc., and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: Norwex USA, Inc. opened a second facility in Coppell in 2018. This Tax Abatement Agreement is for that facility. The 5-year agreement is for a 90% abatement on the business personal property located at 220 N. Freeport Parkway. Introduction: In 1994, Norwex began in Norway. The company produced personal care and cleaning products with a radically reduced amount of chemicals. In 1995, Norwex entered the home party market in Norway and grew dramatically. In 1999, Norwex expanded to Canada and the United Sta tes, and by 2010, they were selling products worldwide. The company grew rapidly and outgrew their former space in Addison. After a long search, Norwex decided to move their U.S. Headquarters and distribution center to 800 W. Bethel. They are occupying 143,000 square feet of space at this building. In 2018, Norwex’s sister company, EMP Manufacturing, leased approximately 212,980 square feet of space at 220 N. Freeport Parkway. Norwex subleases approximately 150,000 square feet of that space. EMP Manufacturing houses the research and manufacturing institute for the parent company, Norwex. Norwex is able to control the product development process in-house from start to finish. This allows more freedom for the company to create and be assured that quality and ingredients are all to Norwex’s standard. The space is green-certified and houses manufacturing, raw materials, product storage and the Research Institute. 2 Analysis: Reinvestment Zone 91 was created in 2014. This 5-year, 90% abatement will be applied to the business personal property for EMP Manufacturing Inc. located at 220 N. Freeport Parkway. Legal Review: The Agreement was drafted by Pete Smith. Fiscal Impact: N/A Recommendation: Community Development recommends approval. 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND EMP MANUFACTURING INC.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and EMP Manufacturing Inc., a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice 2 that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. SECTION 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and among the City of Coppell, Texas (the “City”), and EMP Manufacturing Inc., a Texas corporation (the “Lessee”) (the City and Lessee collectively referred to as the “Parties” or singularly as a “Party”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas, (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for the real property described in Exhibit “A” (the “Land”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Lessee currently leases approximately 212,980 of the square feet of space in the building located at 220 N. Freeport Parkway, Coppell, Texas 75019 (the “Leased Premises; and WHEREAS Lessee intends to locate certain Tangible Personal Property (hereinafter defined) at the Leased Premises; and WHEREAS, Lessee’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Leased Premises (hereinafter defined), is consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 2 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) WHEREAS, the City Council finds that the Leased Premises sought are feasible and practicable, and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises are located; and NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “City” shall mean the City of Coppell, Texas, acting by and through its City Manager, or designee. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the calendar year in which the fifth (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean the calendar year commencing on January 1, of the calendar year immediately following the date a certificate of occupancy has been issued by the City for the occupancy of the Leased Premises by Lessee. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. Page 3 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Improvements” or “Leased Premises” shall mean the building containing approximately 432,720 square feet of office, warehouse/distribution and light manufacturing space in the building located at 220 N. Freeport Parkway, Coppell, Texas 75019. “Land” means the real property described in Exhibit “A”. “Lease” shall mean Lessee’s lease of the Leased Premises for a period of at least five (5) years commencing on the First Year of Abatement. “Lease Inception Date” shall mean the date the term of the Lease commences but not later than June 30, 2017. “Lessee” shall mean EMP Manufacturing Inc., a Texas corporation. “Related Agreement” shall mean any agreement, other than this Agreement, by and between the City and the Lessee, its parent company, and any affiliated or related entity controlled or owned by Lessee, or its parent company. “Required Use” shall mean Lessee’s continuous occupancy of the Leased Premises and the continuous operation of an office, warehouse/distribution and light manufacturing for ecologically and environmentally safe products for home and family at the Leased Premises. “Tangible Personal Property” shall mean furniture, fixtures and equipment owned or leased by Lessee and located at the Improvements, subsequent to the execution of this Agreement. Tangible Personal Property shall not include inventory, Freeport Goods and Goods in Transit located at the Leased Premises. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article II General Provisions 2.1 Lessee has or intends to enter into the Lease and to locate and maintain Tangible Personal Property at the Leased Premises. 2.2 The Leased Premises are not in an improvement project financed by tax increment bonds. Page 4 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Leased Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission, or any member of the governing body of any taxing units joining in or adopting this Agreement. 2.5 Lessee shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that Lessee is in compliance with each term of the Agreement. 2.6 The Leased Premises at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement and provided the Taxable Value for the Tangible Personal Property is at least Three Million Dollars ($3,000,000.00) (the “Minimum Taxable Value”), as of the First Year of Abatement and as of January 1 of each year thereafter that this Agreement is in effect, the City hereby grants Lessee an abatement of ninety percent (90%) of the Taxable Value of the Tangible Personal Property for a period of five (5) consecutive years beginning with the First Year of Abatement. The actual percentage of Taxable Value of the Tangible Personal Property subject to abatement for each year this Agreement is in effect will apply only to the Tangible Personal Property located at the Leased Premises subsequent to the execution of this Agreement. The failure of the Tangible Personal Property to have a Taxable Value of at least Three Million Dollars ($3,000,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof, but shall result in the forfeiture of the tax abatement for the Tangible Personal Property for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Lessee shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation, if any, with respect to the Leased Premises. 3.5 Lessee agrees, subject to events of Force Majeure, to continuously lease (or own) and occupy the Leased Premises for a period of at least five (5) consecutive years beginning with the First Year of Abatement. Page 5 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) 3.6 During the term of this Agreement beginning with the First Year of Abatement the Leased Premises shall not be used for any purpose other than the Required Use and the operation and occupancy of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) days except in connection with and to the extent of an event of Force Majeure. 3.7 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Lessee has leased, or intends to enter into the Lease, and locate Tangible Personal Property at the Leased Premises. Nothing in this Agreement shall obligate Lessee to enter into the Lease, or to locate Tangible Personal Property at the Leased Premises, but said actions are conditions precedent to tax abatement pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Lessee’s tax abatement pursuant to this Agreement, Lessee agrees, subject to events of Force Majeure, to enter into the Lease on or before June 30, 2017; and to occupy the Leased Premises on or before May 31, 2018. 4.3 Lessee agrees to maintain the Leased Premises during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Leased Premises at reasonable times and with reasonable notice to Lessee, and in accordance with visitor access and security policies of the Lessee, in order to insure that the Leased Premises are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event the Lessee: (i) fails to lease the Leased Premises in accordance with this Agreement; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Lessee retains its right to timely and properly protest such taxes or assessment); (iii) suffers an event of “Bankruptcy or Insolvency”; or (iv) breaches any of the terms and conditions of this Agreement or a Related Agreement, then Lessee, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Lessee shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Lessee to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Lessee, its successors and assigns and shall constitute a tax Page 6 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) lien against the Tangible Personal Property, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 5.2 Upon breach by Lessee of any of the obligations under this Agreement, the City shall notify Lessee in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and Lessee has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If Lessee fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to Lessee. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Tangible Personal Property without tax abatement for the years in which tax abatement hereunder was received by Lessee, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of Lessee pursuant to the Tax Code, to file an annual exemption application form with the Chief Appraiser for the appraisal district for the Tangible Personal Property. A copy of the exemption application shall be submitted to the City upon request. Article VII Annual Rendition Lessee shall annually render the value of the Tangible Personal Property to the Appraisal District and provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. All notices required by this Agreement shall be addressed to the following, or other such other Party or address as either party designates in writing, by certified mail, postage prepaid, or by hand or overnight delivery: Page 7 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 North Akard Dallas, Texas 75201 If intended for Lessee: Attn: Kristi Hubbard, Vice President EMP Manufacturing Inc. 220 N Freeport Parkway, Ste. 120A Coppell, Texas 75019 8.2 Authorization. This Agreement was authorized by resolution of the City Council. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement governed by the laws of the State of Texas. Venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. 8.9 Employment of Undocumented Workers. During the term of this Agreement Lessee agrees not to knowingly employ any undocumented workers and if convicted of a violation under 8 U.S.C. Section 1324a (f), such Lessee shall repay the amount of the abated taxes pursuant to this Agreement as of the date of such violation within one hundred twenty (120) days after the date such Lessee is notified by City of such violation, plus interest at the rate of four percent (4%) compounded Page 8 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) annually from the date of violation until paid. Lessee is not liable for a violation of this section by a subsidiary, affiliate, tenant or franchisee of the Lessee or by a person with whom such Lessee contracts. 8.10 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. 8.11 Successor and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns. This Agreement may not be assigned without th e prior written consent of the City Manager. 8.12 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature Page to Follow] Page 9 Tax Abatement Agreement City of Coppell and Norwex USA, Inc. (TM 93183) EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: Karen Selbo Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By:_______________________________ City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. EMP MANUFACTURING, INC. By: Kristi Hubbard, Vice President EXHIBIT “A” Page 10 Exhibit “A” to Tax Abatement Agreement City of Coppell and Norwex USA Inc. (TM 92531) (Property description to be attached) 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of two (2) Resolutions approving an Amended and Restated Tax Abatement Agreements between the City of Coppell and Prologis LP, and authorizing the Mayor to sign. 2030: Business Prosperity Introduction: City Council held a Public Hearing and created Reinvestment Zone No. 91 on May 27, 2014. This reinvestment zone was created for Prologis Park 121, which was proposed to consist of five shell industrial buildings totaling approximately 1.6 million square feet. Prologis created a masterplan for the park in 2014 that has since changed. Prologis has changed the size and capital investment of some of the original buildings, and they have added two additional buildings. The timeline for development of the buildings were also pushed back. These amended and restated tax abatement agreements address Buildings 1 and 2. These building have decreased slightly in size, and the dates for Commencement and Completion of Construction have been extended. Building 1 was reduced in size from 107,640 square feet to 98,381 square feet. Building 2 was reduced in size from 148,800 square feet to 142,080 square feet. Both buildings are scheduled to begin construction in 2019. Analysis: The amended and restated abatement agreements reduce the size requirements listed in the original tax abatement agreements. The previous terms, both of which were a 5-year, 75% abatement on real property, were unchanged. These agreements replace the original agreements that were approved in 2014. Legal Review: The documents were drafted and reviewed by Pete Smith. Fiscal Impact: N/A 2 Recommendation: Community Development recommends approval. 1 RESOLUTION NO. 2018-______ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED TAX ABATEMENT AGREEMENT (FOR BUILDING 1) BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PROLOGIS, A MARYLAND REAL ESTATE INVESTMENT TRUST; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Coppell, Texas, and Prologis, a Maryland Real Estate Investment Trust, entered into that certain Tax Abatement Agreement dated June 10, 2014 (the “Original Agreement”); and WHEREAS, the City of Coppell and Prologis desire to amend and restate the Original Agreement as set forth in the Amended and Restated Tax Abatement Agreement attached hereto; and WHEREAS, the City Council has been presented a proposed Amended and Restated Tax Abatement Agreement by and between the City of Coppell, Texas, and Prologis, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Amended and Restated Tax Abatement Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Amended and Restated Tax Abatement Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Amended and Restated Tax Abatement Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Amended and Restated Tax Abatement Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. 2 SECTION 3. The tax abatement to be granted by the Amended and Restated Tax Abatement Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Amended and Restated Tax Abatement Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Amended and Restated Tax Abatement Agreement. The notice given by the C ity Manager included a copy of the Amended and Restated Tax Abatement Agreement approved by this Resolution. SECTION 6. This Resolution and the Amended and Restated Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the 11th day of December, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY 3 APPROVED AS TO FORM: CITY ATTORNEY (PGS:12-6-18:TM 104747) 4 EEXXHHIIBBIITT ““AA”” (Amended and Restated Tax Abatement Agreement- Bldg. 1) (to be attached) PAGE 1 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) STATE OF TEXAS § § COUNTY OF DALLAS § AMENDED AND RESTATED TAX ABATEMENT AGREEMENT This Amended and Restated Tax Abatement Agreement (the “Amended Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Prologis, L.P., a Delaware limited partnership (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the Parties previously entered into that certain Tax Abatement Agreement dated June 10, 2014 (the “Original Agreement”); and WHEREAS, the Parties desire to amend and restate the Original Agreement as set forth herein; and WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns or is under contract to purchase approximately 7.15 acres of land in Prologis Park 121, Freeport Parkway and Highway 121, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, a shell industrial building containing approximately 98,381 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and PAGE 2 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), and the contemplated Improvements are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed. “City” shall mean the City of Coppell, Texas. “Commencement of Construction” shall mean that: (i) the plans have been prepa red and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. PAGE 3 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the fifth (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean a shell industrial building containing approximately 98,381 square feet of space upon Completion of Construction thereof on the Land, and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s), provided, however, that “Improvements” shall not include the Land. “Land” means the real property described in Exhibit “A”. “Owner” shall mean Prologis, L.P., a Delaware limited partnership. “Premises” shall mean collectively, the Land and Improvements following construction thereof. “Related Agreement” shall mean any other agreement by and between the City and the Owner, its parent company, and any affiliated or related entity owned or controlled by the Owner, or its parent company. “Taxable Value” means the appraised value as certified by the applicable Appraisal District (or its successor) as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct, or cause to be constructed, the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. PAGE 4 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) 2.3 This Agreement is entered subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.6 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least Two Million Five Hundred Thousand Dollars ($2,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years, beginning with the First Year of Abatement. The foregoing percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning with the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on the Land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner PAGE 5 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur within sixty (60) months after the Effective Date, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before eighteen (18) months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event: (i) Owner fails to cause Commencement and/or Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an event of Bankruptcy or Insolvency; or (iv) breaches any of the terms and conditions of this Agreement, or a Related Agreement, then Owner, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. PAGE 6 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) 5.2 Upon breach by Owner of any of the obligations under this Agreement, the City shall notify Owner in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner, pursuant to the Tax Code, to file an annual exemption application form for the Improvements with the Chief Appraiser for the Appraisal District (or its successor) in which the eligible taxable property has situs. A copy of the respective exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and shall provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day received if sent by courier or otherwise hand delivered: PAGE 7 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas 75201 If intended for Owner, to: Attn: Market Officer Prologis, L.P. 2021 McKinney Avenue Suite 1050 Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. PAGE 8 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) 8.9 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Owner without the prior written consent of the City Manager. 8.10 Employment of Undocumented Workers. During the term of this Agreement, the Owner agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein, and any other funds received by the Owner from the City as of the date of such violation within 120 days after the date the Owner is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. 8.11 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Owner, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether the debt due the City has been reduced to judgment by a court. 8.12. Conditions Precedent. This Agreement is subject to and contingent upon the Owner closing its purchase of the Land on or before November 1, 2014. [Signature page to follow] PAGE 9 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 1)(TM 93810) EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. Prologis, L.P., a Delaware limited partnership By: Prologis, Inc., a Maryland corporation, its general partner By:_________________________________ Name: Jon D. Sorg Title: Senior Vice President PAGE 1 EXHIBIT “A” TO AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (CALLEJO TRACT BUILDING 1)(TM 93810) PAGE 2 EXHIBIT “A” TO AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (CALLEJO TRACT BUILDING 1)(TM 93810) PAGE 3 EXHIBIT “A” TO AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (CALLEJO TRACT BUILDING 1)(TM 93810) 1 RESOLUTION NO. 2018-______ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF AN AMENDED AND RESTATED TAX ABATEMENT AGREEMENT (FOR BUILDING 1) BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PROLOGIS, A MARYLAND REAL ESTATE INVESTMENT TRUST; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Coppell, Texas, and Prologis, a Maryland Real Estate Investment Trust, entered into that certain Tax Abatement Agreement dated June 10, 2014 (the “Original Agreement”); and WHEREAS, the City of Coppell and Prologis desire to amend and restate the Original Agreement as set forth in the Amended and Restated Tax Abatement Agreement attached hereto; and WHEREAS, the City Council has been presented a proposed Amended and Restated Tax Abatement Agreement by and between the City of Coppell, Texas, and Prologis, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Amended and Restated Tax Abatement Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Amended and Restated Tax Abatement Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Amended and Restated Tax Abatement Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Amended and Restated Tax Abatement Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. 2 SECTION 3. The tax abatement to be granted by the Amended and Restated Tax Abatement Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 5. The City Manager delivered to the presiding officer of the governing body of each taxing unit in which the property subject to the Amended and Restated Tax Abatement Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Amended and Restated Tax Abatement Agreement. The notice given by the City Manager included a copy of the Amended and Restated Tax Abatement Agreement approved by this Resolution. SECTION 6. This Resolution and the Amended and Restated Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the 11th day of December, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: 3 CITY ATTORNEY (PGS:12-6-18:TM 104747) 4 EXHIBIT “A” (Amended and Restated Tax Abatement Agreement- Bldg. 2) (to be attached) PAGE 1 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) STATE OF TEXAS § § COUNTY OF DALLAS § AMENDED AND RESTATED TAX ABATEMENT AGREEMENT This Amended and Restated Tax Abatement Agreement (the “Amended Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Prologis, L.P., a Delaware limited partnership (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the Parties previously entered into that certain Tax Abatement Agreement dated June 10, 2014 (the “Original Agreement”); and WHEREAS, the Parties desire to amend and restate the Original Agreement as set forth herein; and WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns or is under contract to purchase approximately 10.69 acres of land in Prologis Park, 121 Freeport Parkway and Highway 121, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, a shell industrial building containing approximately 142,080 square feet of space (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and PAGE 2 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), and the contemplated Improvements are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed. “City” shall mean the City of Coppell, Texas. “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. PAGE 3 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. “Expiration Date” shall mean March 1 of the calendar year following the fifth (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean a shell industrial building containing approximately 142,080 square feet of space upon Completion of Construction thereof on the Land, and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s), provided, however, that “Improvements” shall not include the Land. “Land” means the real property described in Exhibit “A”. “Owner” shall mean Prologis, L.P., a Delaware limited partnership. “Premises” shall mean collectively, the Land and Improvements following construction thereof. “Related Agreement” shall mean any other agreement by and between the City and the Owner, its parent company, and any affiliated or related entity owned or controlled by the Owner, or its parent company. “Taxable Value” means the appraised value as certified by the applicable Appraisal District (or its successor) as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct, or cause to be constructed, the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. PAGE 4 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) 2.3 This Agreement is entered subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission. 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.6 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least Three Million Five Hundred Thousand Dollars ($3,500,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years, beginning with the First Year of Abatement. The foregoing percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning with the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on the Land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner PAGE 5 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur within sixty (60) months after the Effective Date, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before eighteen (18) months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event: (i) Owner fails to cause Commencement and/or Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an event of Bankruptcy or Insolvency; or (iv) breaches any of the terms and conditions of this Agreement, or a Related Agreement, then Owner, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. PAGE 6 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) 5.2 Upon breach by Owner of any of the obligations under this Agreement, the City shall notify Owner in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and the Owner has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner, pursuant to the Tax Code, to file an annual exemption application form for the Improvements with the Chief Appraiser for the Appraisal District (or its successor) in which the eligible taxable property has situs. A copy of the respective exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District and shall provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day received if sent by courier or otherwise hand delivered: PAGE 7 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas 75201 If intended for Owner, to: Attn: Market Officer Prologis, L.P. 2021 McKinney Avenue Suite 1050 Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. PAGE 8 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) 8.9 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Owner without the prior written consent of the City Manager. 8.10 Employment of Undocumented Workers. During the term of this Agreement, the Owner agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein, and any other funds received by the Owner from the City as of the date of such violation within 120 days after the date the Owner is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. 8.11 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Owner, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether the debt due the City has been reduced to judgment by a court. 8.12. Conditions Precedent. This Agreement is subject to and contingent upon the Owner closing its purchase of the Land on or before November 1, 2014. [Signature page to follow] PAGE 9 AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (BUILDING 2)(TM 93822) EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. Prologis, L.P., a Delaware limited partnership By: Prologis, Inc., a Maryland corporation, its general partner By:_________________________________ Name: Jon D. Sorg Title: Senior Vice President PAGE 1 EXHIBIT “A” TO AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (CALLEJO TRACT BUILDING 2)(TM 93822) PAGE 2 EXHIBIT “A” TO AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (CALLEJO TRACT BUILDING 2)(TM 93822) PAGE 3 EXHIBIT “A” TO AMENDED AND RESTATED TAX ABATEMENT AGREEMENT CITY OF COPPELL AND PROLOGIS, L.P. (CALLEJO TRACT BUILDING 2)(TM 93822) 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of a Resolution approving the First Amendment to Tax Abatement Agreement between the City of Coppell and Prologis LP, and authorizing the Mayor to sign. 2030: Business Prosperity Introduction: City Council held a Public Hearing and created Reinvestment Zone No. 91 on May 27, 2014. This reinvestment zone was created for Prologis Park 121, which was proposed to consist of five shell industrial buildings totaling approximately 1.6 million square feet. Prologis created a masterplan for the park in 2014 that has since changed. Prologis has changed the size and capital investment of some of the original buildings, and they have added two additional buildings. The timeline for development of the buildings were also pushed back. This First Amendment to Tax Abatement Agreement is for Building 3. This agreement increases the square footage and the capital investment for this building, and the dates for Commencement and Completion of Construction have been extended. Building 3 was originally planned to be 360,000 square feet. That size has increased to 424,080 square feet. The construction of this building was completed in 2018, which was later than originally planned. Analysis: The first amendment to the original agreement increases the square footage of the building and revised the construction date to match the actual construction. The previous terms, a 5-year, 75% abatement on real property, was unchanged. This agreement is an amendment to the existing agreement that was approved in 2014. Legal Review: The documents were drafted and reviewed by Pete Smith. Fiscal Impact: N/A 2 Recommendation: Community Development recommends approval. 1 RESOLUTION NO. ___________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A FIRST AMENDMENT TO TAX ABATEMENT AGREEMENT (FOR BUILDING 3) BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PROLOGIS, A MARYLAND REAL ESTATE INVESTMENT TRUST; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Coppell, Texas, and ProLogis, a Maryland Real Estate Investment Trust, entered into that certain Tax Abatement Agreement dated June 10, 2014 (the “Original Agreement”); and WHEREAS, the City of Coppell and ProLogis desire to amend and restate the Original Agreement as set forth in the First Amendment to Tax Abatement Agreement attached hereto; and WHEREAS, the City Council has been presented a proposed First Amendment to Tax Abatement Agreement by and between the City of Coppell, Texas, and ProLogis, a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the First Amendment to Tax Abatement Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The First Amendment to Tax Abatement Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the First Amendment to Tax Abatement Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the First Amendment to Tax Abatement Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. 2 SECTION 3. The tax abatement to be granted by the First Amendment to Tax Abatement Agreement will not include inventory, and supplies. SECTION 4. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 5. The City Manager delivered to the presiding off icer of the governing body of each taxing unit in which the property subject to the First Amendment to Tax Abatement Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the First Amendment to Tax Abatement Agreement. The notice given by the City Manager included a copy of the First Amendment to Tax Abatement Agreement approved by this Resolution. SECTION 6. This Resolution and the First Amendment to Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 7. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the 11th day of December, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY 3 APPROVED AS TO FORM: CITY ATTORNEY (PGS:12-5-18:TM 104752) 4 EEXXHHIIBBIITT ““AA”” (First Amendment to Tax Abatement Agreement- Bldg. 3) (to be attached) Page 1 Tax Abatement Agreement City of Coppell and Prologis (Building 3) (TM ____) STATE OF TEXAS § § First Amendment to Tax Abatement Agreement COUNTY OF DALLAS § This First Amendment to Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Prologis, a Maryland Real Estate Investment Trust (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the Parties previous entered that certain tax abatement agreement dated June 10, 2014 (the “Original Agreement”); and WHEREAS, the Parties desire to amend the original Agreement as set forth herein; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: 1. The Parties agree that the definition of “Improvements” in Article I is hereby amended to read: “Improvements” shall mean a shell industrial building containing approximately 424,080 square feet of space upon Completion of Construction thereof on the Land, and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s), provided, however, that “Improvements” shall not include the Land.” 2. The Parties agree that Article III is hereby amended to read as follows: “Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least Ten Million Two Hundred Fifty Thousand Dollars ($10,250,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of Page 2 Tax Abatement Agreement City of Coppell and Prologis (Building 3) (TM ____) five (5) consecutive years, beginning with the First Year of Abatement. The foregoing percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning with the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on the Land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein.” 3. The Parties agree that Article IV is hereby amended to read as follows: “Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur within thirty-six (36) months after the Effective Date, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before eighteen (18) months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof).” Page 3 Tax Abatement Agreement City of Coppell and Prologis (Building 3) (TM ____) 4. The Original Agreement shall remain in full force and effect except as amended herein. 5. This First Amendment shall become effective on the last date of execution hereof. [Signature page to follow] Page 4 Tax Abatement Agreement City of Coppell and Prologis (Building 3) (TM ____) EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By: City Attorney (11-27-2018:TM104574) EXECUTED in duplicate originals the ____ day of _______________, 2018. PROLOGIS a Maryland real estate investment trust By: ______________________________________ Name: Jon D. Sorg Title: Senior Vice President Page 5 Tax Abatement Agreement City of Coppell and Prologis (Building 3) (TM ____) Exhibit “A” (Legal Description of Land to be attached) 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of two (2) Resolutions approving Tax Abatement Agreements between the City of Coppell and Prologis LP, and authorizing the Mayor to sign. 2030: Business Prosperity Introduction: City Council held a Public Hearing and created Reinvestment Zone No. 91 on May 27, 2014. This reinvestment zone was created for Prologis Park 121, which was proposed to consist of five shell industrial buildings totaling approximately 1.6 million square feet. Prologis created a masterplan for the park in 2014 that has since changed. Prologis has changed the size and capital investment of some of the original buildings, and they have added two additional buildings. The two Tax Abatement Agreements included on this agenda item are being created for the two new buildings added to the masterplan, Buildings 5a and 5b. Building 5a is 40,480 square feet in size. Building 5b is 125,520 square feet in size. Both buildings are currently under construction and being completed. Analysis: Both buildings will receive a 5-year, 75% abatement on real property. Legal Review: The documents were drafted and reviewed by Pete Smith. Fiscal Impact: N/A Recommendation: Community Development recommends approval. 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PROLOGIS, L.P.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and Prologis, L.P., a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. 2 SECTION 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Prologis, L.P., a Delaware limited partnership (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns or is under contract to purchase approximately 12.72 acres of land in Prologis Park, 121 Freeport Parkway and Highway 121, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, a shell industrial building containing approximately 40,480 square feet of space known as Building 5A (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), and the contemplated Improvements are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 2 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed. “City” shall mean the City of Coppell, Texas. “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 “Expiration Date” shall mean March 1 of the calendar year following the fifth (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean a shell industrial building containing approximately 40,480 square feet of space upon Completion of Construction thereof on the Land, and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s), provided, however, that “Improvements” shall not include the Land. “Land” means the real property described in Exhibit “A”. “Owner” shall mean Prologis, L.P., a Delaware limited partnership. “Premises” shall mean collectively, the Land and Improvements following construction thereof. “Related Agreement” shall mean any other agreement by and between the City and the Owner, its parent company, and any affiliated or related entity owned or controlled by the Owner, or its parent company. “Taxable Value” means the appraised value as certified by the applicable Appraisal District (or its successor) as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct, or cause to be constructed, the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission. Page 4 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.6 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least One Million Dollars ($1,000,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years, beginning with the First Year of Abatement. The foregoing percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least One Million Dollars ($1,000,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning with the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on the Land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. Page 5 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur within on or before December 1, 2018, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before eighteen (18) months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event: (i) Owner fails to cause Commencement and/or Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an event of Bankruptcy or Insolvency; or (iv) breaches any of the terms and conditions of this Agreement, or a Related Agreement, then Owner, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 5.2 Upon breach by Owner of any of the obligations under this Agreement, the City shall notify Owner in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and the Owner Page 6 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner, pursuant to the Tax Code, to file an annual exemption application form for the Improvements with the Chief Appraiser for the Appraisal District (or its successor) in which the eligible taxable property has situs. A copy of the respective exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District, and shall provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered: Page 7 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas 75201 If intended for Owner, to: Attn: Market Officer Prologis, L.P. 2021 McKinney Avenue Suite 1050 Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Page 8 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 8.9 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Owner without the prior written consent of the City Manager. 8.10 Employment of Undocumented Workers. During the term of this Agreement, the Owner agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein, and any other funds received by the Owner from the City as of the date of such violation within 120 days after the date the Owner is notified by the City of such violation, plus interest at the rate of six percent (6%) compounded annually from the date of violation until paid. 8.11 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Owner, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature page to follow] Page 9 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5a) 2.93853 EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. Prologis, L.P., a Delaware limited partnership By: Prologis, Inc., a Maryland corporation, its general partner By:_________________________________ Name: Jon D. Sorg Title: Senior Vice President Page 1 Exhibit “A” to Tax Abatement Agreement City of Coppell and ProLogis, LP (Callejo Tract Building 5a) 2.93853 Exhibit “A” Legal Description Mindi to provide 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY OF COPPELL, TEXAS, APPROVING THE TERMS AND CONDITIONS OF A TAX ABATEMENT AGREEMENT BY AND BETWEEN THE CITY OF COPPELL, TEXAS, AND PROLOGIS, L.P.; AUTHORIZING ITS EXECUTION BY THE MAYOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented a proposed Tax Abatement Agreement by and between the City of Coppell, Texas, and Prologis, L.P., a copy of which is attached hereto and incorporated herein by reference; and WHEREAS, upon full review and consideration of the Agreement, and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the Mayor should be authorized to execute the Agreement on behalf of the City of Coppell, Texas; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, THAT: SECTION 1. The Agreement attached hereto having been reviewed by the City Council of the City of Coppell, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved, and the Mayor is hereby authorized to execute the Agreement on behalf of the City of Coppell, Texas. SECTION 2. The Council finds that the improvements proposed to be built upon the Premises described in the Agreement will enhance the economic vitality of the community through a combination of new capital investment, increased sales tax revenues, and the creation of additional job opportunities. SECTION 3. The improvements proposed for the Premises will accomplish the tax abatement guidelines of the City of Coppell, Texas. SECTION 4. The City Manager delivered to the presiding officer of the governing bod y of each taxing unit in which the property subject to the Agreement is located, a written notice that the City of Coppell, Texas, intends to enter into the Agreement. The notice given by the City Manager included a copy of the Agreement approved by this Resolution. 2 SECTION 5. This Resolution and the Tax Abatement Agreement are hereby approved by the affirmative vote of the majority of the members of the City Council of the City of Coppell, Texas, at a regularly scheduled meeting of the City Council. SECTION 6. This Resolution shall become effective immediately from and after its passage. DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell, Texas, on this the ______ day of ________________, 2018. CITY OF COPPELL, TEXAS ___________________________________________ KAREN SELBO HUNT, MAYOR ATTEST: ___________________________________________ CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: CITY ATTORNEY 3 Exhibit “A” (copy of Tax Abatement Agreement to be attached) Page 1 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 STATE OF TEXAS § § COUNTY OF DALLAS § TAX ABATEMENT AGREEMENT This Tax Abatement Agreement (the “Agreement”) is entered into by and between the City of Coppell, Texas (the “City”), and Prologis, L.P., a Delaware limited partnership (the “Owner”) (each a “Party” and collectively the “Parties”), acting by and through their authorized representatives. W I T N E S S E T H: WHEREAS, the City Council of the City of Coppell, Texas (the “City Council”), passed an Ordinance (the “Ordinance”) establishing Tax Abatement Reinvestment Zone No. 91 (the “Zone”), for commercial/industrial tax abatement, as authorized by the Property Redevelopment and Tax Abatement Act, Chapter 312 of the Texas Tax Code, as amended (the “Tax Code”); and WHEREAS, the City has adopted guidelines for tax abatement (the “Tax Abatement Guidelines”); and WHEREAS, the Tax Abatement Guidelines contain appropriate guidelines and criteria governing tax abatement agreements to be entered into by the City as contemplated by the Tax Code; and WHEREAS, the City has adopted a resolution stating that it elects to be eligible to participate in tax abatement; and WHEREAS, in order to maintain and enhance the commercial and industrial economic and employment base of the Coppell area, it is in the best interests of the taxpayers for the City to enter into this Agreement in accordance with said Ordinance, the Tax Abatement Guidelines and the Tax Code; and WHEREAS, Owner owns or is under contract to purchase approximately 12.72 acres of land in Prologis Park, 121 Freeport Parkway and Highway 121, Coppell, Texas, being further described in Exhibit “A” (“Land”), and intends to construct, or cause to be constructed, a shell industrial building containing approximately 125,520 square feet of space known as Building 5B (hereinafter defined as the “Improvements”) on the Land; and WHEREAS, Owner’s development efforts described herein will create permanent new jobs in the City; and WHEREAS, the City Council finds that the contemplated use of the Premises (hereinafter defined), and the contemplated Improvements are consistent with encouraging development of the Zone in accordance with the purposes for its creation and/or in compliance with the Tax Abatement Guidelines, the Ordinance adopted by the City, the Tax Code and all other applicable laws; and Page 2 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 WHEREAS, the City Council finds that the Improvements sought are feasible and practicable and would be of benefit to the Premises to be included in the Zone and to the City after expiration of this Agreement; and WHEREAS, a copy of this Agreement has been furnished, in the manner prescribed by the Tax Code, to the presiding officers of the governing bodies of each of the taxing units in which the Premises is located; NOW, THEREFORE, in consideration of the mutual benefits and promises contained herein and for other good and valuable consideration, the adequacy and receipt of which is hereby acknowledged, including the expansion of primary employment, the attraction of major investment in the Zone, which contributes to the economic development of Coppell and the enhancement of the tax base in the City, the Parties agree as follows: Article I Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Bankruptcy or Insolvency” shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of a Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party, and such proceeding is not dismissed within ninety (90) days after the filing thereof. “Base Year Taxable Value” shall mean the Taxable Value for the Land for the year in which the Tax Abatement Agreement is executed. “City” shall mean the City of Coppell, Texas. “Commencement of Construction” shall mean that: (i) the plans have been prepared and all approvals thereof and permits with respect thereto required by applicable governmental authorities have been obtained for construction of the Improvements; (ii) all necessary permits for the construction of the Improvements on the Land pursuant to the respective plans therefore having been issued by all applicable governmental authorities; and (iii) grading of the Land or the construction of the vertical elements of the Improvements has commenced. “Completion of Construction” shall mean: (i) substantial completion of the Improvements; and (ii) a final certificate of occupancy has been issued for the Improvements. “Effective Date” shall mean the last date of execution of this Agreement. Page 3 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 “Expiration Date” shall mean March 1 of the calendar year following the fifth (5th) anniversary date of the First Year of Abatement. “First Year of Abatement” shall mean January 1 of the calendar year immediately following the date of Completion of Construction. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, adverse weather, government or de facto governmental action (unless caused by acts or omissions of such Party), fires, explosions or floods, strikes, slowdowns or work stoppages. “Improvements” shall mean a shell industrial building containing approximately 125,520 square feet of space upon Completion of Construction thereof on the Land, and other ancillary facilities such as reasonably required parking and landscaping more fully described in the submittals filed by Owner with the City, from time to time, in order to obtain a building permit(s), provided, however, that “Improvements” shall not include the Land. “Land” means the real property described in Exhibit “A”. “Owner” shall mean Prologis, L.P., a Delaware limited partnership. “Premises” shall mean collectively, the Land and Improvements following construction thereof. “Related Agreement” shall mean any other agreement by and between the City and the Owner, its parent company, and any affiliated or related entity owned or controlled by the Owner, or its parent company. “Taxable Value” means the appraised value as certified by the applicable Appraisal District (or its successor) as of January 1 of a given year. Article II General Provisions 2.1 Owner is the owner of the Land, or is under contract to purchase the Land, which Land is located within the city limits of the City and within the Zone. Owner intends to construct, or cause to be constructed, the Improvements on the Land. 2.2 The Premises are not in an improvement project financed by tax increment bonds. 2.3 This Agreement is entered into subject to the rights of the holders of outstanding bonds of the City. 2.4 The Premises are not owned or leased by any member of the Coppell City Council or any member of the Coppell Planning and Zoning Commission. Page 4 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 2.5 Owner shall, before May 1, of each calendar year that the Agreement is in effect, certify in writing to the City that it is in compliance with each term of the Agreement. 2.6 The Land and the Improvements constructed thereon at all times shall be used in the manner (i) that is consistent with the City’s Comprehensive Zoning Ordinance, as amended, and (ii) that, during the period taxes are abated hereunder, is consistent with the general purposes of encouraging development or redevelopment within the Zone. Article III Tax Abatement Authorized 3.1 This Agreement is authorized by the Tax Code and in accordance with the City Tax Abatement Guidelines, and approved by resolution of the City Council. 3.2 Subject to the terms and conditions of this Agreement, and provided the Taxable Value for the Improvements, excluding the Land, is at least Three Million Dollars ($3,000,000.00) as of January 1 of the First Year of Abatement and as of January 1 of each calendar year thereafter during the term of this Agreement, the City hereby grants Owner an abatement of seventy-five percent (75%) of the Taxable Value of the Improvements for a period of five (5) consecutive years, beginning with the First Year of Abatement. The foregoing percentage of Taxable Value of the Improvements subject to abatement for each year this Agreement is in effect will apply only to the portion of the Taxable Value of the Improvements that exceeds the Base Year Taxable Value. The failure of the Improvements to have a Taxable Value of at least Three Million Dollars ($3,000,000.00) as of January 1 of any given Tax Year shall not be an event of default subject to termination and repayment of the abated taxes pursuant to Article V hereof but shall result in the forfeiture of the tax abatement for the Improvements for such Tax Year. 3.3 The period of tax abatement herein authorized shall be for a period of five (5) consecutive years beginning with the First Year of Abatement. 3.4 During the period of tax abatement herein authorized, Owner shall be subject to all taxation not abated, including but not limited to, sales tax and ad valorem taxation on the Land. 3.5 The term of this Agreement shall begin on the Effective Date and shall continue until the Expiration Date, unless sooner terminated as provided herein. Article IV Improvements 4.1 Owner owns or is under contract to purchase the Land and intends to construct or cause to be constructed thereon the Improvements. Nothing in this Agreement shall obligate Owner to construct the Improvements on the Land, but said actions are conditions precedent to tax abatement for such Parties pursuant to this Agreement. Page 5 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 4.2 As a condition precedent to the initiation of the Owner’s tax abatement pursuant to this Agreement, Owner agrees, subject to events of Force Majeure, to cause Commencement of Construction of the Improvements to occur on or before December 31, 2018, and subject to events of Force Majeure to cause Completion of Construction of the Improvements to occur on or before eighteen (18) months thereafter, as good and valuable consideration for this Agreement, and that all construction of the Improvements will be in accordance with all applicable state and local laws, codes, and regulations (or valid waiver thereof). 4.3 Construction plans for the Improvements constructed on the Land will be filed with the City, which shall be deemed to be incorporated by reference herein and made a part hereof for all purposes. 4.4 Owner agrees to maintain the Improvements during the term of this Agreement in accordance with all applicable state and local laws, codes, and regulations. 4.5 The City, its agents and employees shall have the right of access to the Premises during and following construction to inspect the Improvements at reasonable times and with reasonable notice to Owner, and in accordance with visitor access and security policies of the Owner, in order to insure that the construction of the Improvements are in accordance with this Agreement and all applicable state and local laws and regulations (or valid waiver thereof). Article V Default: Recapture of Tax Revenue 5.1 In the event: (i) Owner fails to cause Commencement and/or Completion of Construction of the Improvements in accordance with this Agreement or in accordance with applicable State or local laws, codes or regulations; (ii) has delinquent ad valorem or sales taxes owed to the City (provided Owner retains its right to timely and properly protest such taxes or assessment); (iii) has an event of Bankruptcy or Insolvency; or (iv) breaches any of the terms and conditions of this Agreement, or a Related Agreement, then Owner, after the expiration of the notice and cure periods described below, shall be in default of this Agreement. As liquidated damages in the event of such default, the Owner shall, within thirty (30) days after demand, pay to the City all taxes which otherwise would have been paid by the Owner to the City without benefit of a tax abatement, for the property the subject of this Agreement at the statutory rate for delinquent taxes as determined by Section 33.01 of the Tax Code, as amended, but without penalty. The Parties acknowledge that actual damages in the event of default termination would be speculative and difficult to determine. The Parties further agree that any abated tax, including interest, as a result of this Agreement, shall be recoverable against the Owner, its successors and assigns and shall constitute a tax lien against the Premises, and shall become due, owing and shall be paid to the City within thirty (30) days after notice of termination. 5.2 Upon breach by Owner of any of the obligations under this Agreement, the City shall notify Owner in writing, which shall have thirty (30) days from receipt of the notice in which to cure any such default. If the default cannot reasonably be cured within such 30-day period, and the Owner Page 6 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 has diligently pursued such remedies as shall be reasonably necessary to cure such default, then the City may extend the period in which the default must be cured. 5.3 If the Owner fails to cure the default within the time provided as specified above or, as such time period may be extended, the City, at its sole option, shall have the right to terminate this Agreement by providing written notice to the Owner. 5.4 Upon termination of this Agreement by City, all tax abated as a result of this Agreement, shall become a debt to the City as liquidated damages, and shall become due and payable not later than thirty (30) days after a notice of termination is provided. The City shall have all remedies for the collection of the abated tax provided generally in the Tax Code for the collection of delinquent property tax. The City at its sole discretion has the option to provide a repayment schedule. The computation of the abated tax for the purposes of the Agreement shall be based upon the full Taxable Value of the Improvements without tax abatement for the years in which tax abatement hereunder was received by the Owner, as determined by the Appraisal District, multiplied by the tax rate of the years in question, as calculated by the City Tax Assessor-Collector. The liquidated damages shall incur penalties as provided for delinquent taxes and shall commence to accrue after expiration of the thirty (30) day payment period. Article VI Annual Application for Tax Exemption It shall be the responsibility of the Owner, pursuant to the Tax Code, to file an annual exemption application form for the Improvements with the Chief Appraiser for the Appraisal District (or its successor) in which the eligible taxable property has situs. A copy of the respective exemption application shall be submitted to the City upon request. Article VII Annual Rendition The Owner shall annually render the value of the Improvements to the Appraisal District, and shall provide a copy of the same to the City upon written request. Article VIII Miscellaneous 8.1 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered: Page 7 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas 75201 If intended for Owner, to: Attn: Market Officer Prologis, L.P. 2021 McKinney Avenue Suite 1050 Dallas, Texas 75201 8.2 Authorization. This Agreement was authorized by resolution of the City Council approved by its Council meeting authorizing the Mayor to execute this Agreement on behalf of the City. 8.3 Severability. In the event any section, subsection, paragraph, sentence, phrase or word herein is held invalid, illegal or unconstitutional, the balance of this Agreement shall stand, shall be enforceable and shall be read as if the Parties intended at all times to delete said invalid section, subsection, paragraph, sentence, phrase or word. 8.4 Governing Law. This Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action under this Agreement shall be the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 8.5 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 8.6 Entire Agreement. This Agreement embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the Parties and relating to the matters in this Agreement, and except as otherwise provided herein cannot be modified without written agreement of the Parties to be attached to and made a part of this Agreement. 8.7 Recitals. The determinations recited and declared in the preambles to this Agreement are hereby incorporated herein as part of this Agreement. 8.8 Exhibits. All exhibits to this Agreement are incorporated herein by reference for all purposes wherever reference is made to the same. Page 8 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 8.9 Assignment. This Agreement shall be binding on and inure to the benefit of the Parties to it and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. This Agreement may not be assigned by the Owner without the prior written consent of the City Manager. 8.10 Employment of Undocumented Workers. During the term of this Agreement, the Owner agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Owner shall repay the taxes abated herein, and any other funds received by the Owner from the City as of the date of such violation within 120 days after the date the Owner is notified by the City of such violation, plus interest at the rate of six perc ent (6%) compounded annually from the date of violation until paid. 8.11 Right of Offset. The City may at its option, offset any amounts due and payable under this Agreement against any debt (including taxes) lawfully due to the City from the Owner, regardless of whether the amount due arises pursuant to the terms of this Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. [Signature page to follow] Page 9 Tax Abatement Agreement City of Coppell and Prologis, L.P. (Building 5b) 2.938543 EXECUTED in duplicate originals the ____ day of _______________, 2018. CITY OF COPPELL, TEXAS By: ______________________________________ Karen Selbo Hunt, Mayor Attest: By: _______________________________________ Christel Pettinos, City Secretary Agreed as to Form: By: City Attorney EXECUTED in duplicate originals the ____ day of _______________, 2018. Prologis, L.P., a Delaware limited partnership By: Prologis, Inc., a Maryland corporation, its general partner By:_________________________________ Name: Jon D. Sorg Title: Senior Vice President Page 1 Exhibit “A” to Tax Abatement Agreement City of Coppell and ProLogis, LP (Callejo Tract Building 5b) 2.93854 Exhibit “A” Legal Description Mindi to provide 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of an Economic Development Agreement by and between the City of Coppell and ATP SciencePty, Ltd., and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: ATP Science is an Australian company that specializes in health supplements. This Agreement grants a 50% rebate of business personal property taxes and a 40% sales tax rebate for a 5-year period. Introduction: ATP Science is an Australian company looking to locate a US Headquarters and manufacturing facility at 410 N. Freeport Parkway in Coppell. The company specializes in the development and manufacturing of health supplements. ATP Science will be leasing approximately 21,000 square feet initially with an option to expand up to 42,000 square feet of space. The company will ultimately have 74 employees, $4,500,000 in capital investment and over $3,000,000 in sales annually. Analysis: This Economic Development Agreement grants a 50% rebate of business personal property taxes and a 40% rebate of sales tax for a period of 5 years. Legal Review: The agreements were reviewed by Pete Smith. Fiscal Impact: N/A Recommendation: Community Development recommends approval. PAGE 1 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) STATE OF TEXAS § § COUNTY OF DALLAS § ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT This Economic Development Incentive Agreement (“Agreement”) is made by and between the City of Coppell, Texas (the “City”), and ATP SciencePty Ltd, located at Unit 2, 9-11 Babdoyle Street, Loganholme QLD 4129 Australia (“Lessee”) (each a “Party” and collectively the “Parties”), acting by and through their respective authorized officers. W I T N E S S E T H: WHEREAS, Lessee has or intends to enter a lease of approximately 21,000 square feet of space (with option to expand up to 42,000 square feet of space for ten (10) years) in a building located at 410 N. Freeport Parkway, Coppell, Texas75019 (the “Leased Premises”), for a period of at least five (5) years (the “Lease”), and intends to locate certain Tangible Personal Property (hereinafter defined) at the Leased Premises, for operating a new facility; and WHEREAS, Lessee has advised the City that a contributing factor that would induce the Lessee to enter into the Lease and occupy the Leased Premises would be an agreement by the City to provide an economic development grant to the Lessee as set forth herein; and WHEREAS, the City has adopted programs for promoting economic development and this Agreement and the economic development incentives set forth herein are given and provided by the City pursuant to and in accordance with those programs; and WHEREAS, the City is authorized by Article 52-a of the Texas Constitution and Chapter 380 of the Texas Local Government Codeto provide economic development grants to promote local economic development and to stimulate business and commercial activity in the City; and WHEREAS, the City has determined that making an economic development grant to the Lessee in accordance with this Agreement is in accordance with the City Economic Development Program and will: (i) further the objectives of the City; (2) benefit the City and the City’s inhabitants; and (iii) promote local economic development and stimulate business and commercial activity in the City. NOW THEREFORE, in consideration of the foregoing, and on the terms and conditions hereinafter set forth, and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: Article I Term This Agreement shall be effective on the last date of execution hereof (“Effective Date”) and shall continue until the Expiration Date, unless sooner terminated as provided herein. PAGE 2 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) Article II Definitions Wherever used in this Agreement, the following terms shall have the meanings ascribed to them: “Annual BPP Grants” shall mean five (5) annual economic development grants to be provided by City, each in an amount equal to fifty percent (50%) of the City ad valorem taxes assessed against the Tangible Personal Property and collected by the City for the applicable Tax Year, in excess of the ad valorem taxes assessed by City against the Tangible Personal Property and collected by City for the Base Year to be paid as set forth herein. “Bankruptcy or Insolvency”shall mean the dissolution or termination of a Party’s existence as a going business, insolvency, appointment of receiver for any part of such Party’s property and such appointment is not terminated within ninety (90) days after such appointment is initially made, any general assignment for the benefit of creditors, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against such Party and such proceeding is not dismissed within ninety (90) days after the filing thereof; provided, however, “Bankruptcy or Insolvency” shall not include an event that does not affect the Lessee’s ability to continue to make the Required Use of the Leased Premises and otherwise to meet its obligations under this Agreement. “Base Year” shall mean 2019. “Capital Investment” shall mean the Lessee’s total capitalized cost for the Tangible Personal Property located at the Leased Premises. “City” shall mean the City of Coppell, Texas. “Consummated” shall have the same meaning assigned by Texas Tax Code, Section 321.203, or its successor. “Commencement Date” shall mean the date the City has issued a certificate of occupancy for Lessee to occupy the Leased Premises. “Expiration Date” shall mean the date of payment of the last of the Grants, unless sooner terminated as provided herein. “Force Majeure” shall mean any contingency or cause beyond the reasonable control of a Party including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection, government or de facto governmental action (unless caused by the intentionally wrongful acts or omissions of the Party), fires, explosions or floods, strikes, slowdowns or work stoppages. PAGE 3 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) “Freeport Goods” shall have the same meaning as assigned by Section 11.251 of the Tax Code and Article VIII, Section 1-j of the Texas Constitution. Freeport Goods does not include “Goods in Transit” as defined by Tax Code, Section 11.253. “Goods in Transit” shall have the same meaning assigned by Tax Code, Section 11.253. “Grants” shall collectively mean the Annual BPP Grants and the Sales Tax Grants. “Grant Year” shall mean a given Tax Year, except that the First Grant Year shall mean the Tax Year commencing January 1 of the calendar year following the Commencement Date. “Impositions” shall mean all taxes, assessments, use and occupancy taxes, charges, excises, license and permit fees, and other charges by public or governmental authority, general and special, ordinary and extraordinary, foreseen and unforeseen, which are or may be assessed, charged, levied, or imposed by any public or governmental authority on the Lessee or any property or any business owned by Lessee within the City. “Lease” shall mean Lessee’s lease of the Leased Premises for a period of not less than five (5) years commencing on the Lease Inception Date. “Leased Premises” shall mean the 21,000 square feet of space in a building located at 410 N. Freeport Parkway, Coppell, Texas 75019. The Leased Premises shall include the additional square feet of space in the building located at 410 N. Freeport Parkway, Coppell, Texas 75019 if the Lessee exercises the option under the Lease to expand the square footage of space under the Lease. “Lease Inception Date” shall mean the commencement date of the lease term under the Lease, but no later than January 31, 2019. “Lessee” shall mean ATP Science Pty Ltd, an incorporated entity located at Unit 2, 9-11 Babdoyle Street, Loganholme QLD 4129 Australia. “Minimum Annual Sales of Taxable Items” shall mean sale of Taxable Items by Lessee consummated at the Leased Premises for each Sales Tax Reporting Period in the amount of Five Million Six Hundred Thousand Dollars ($5,600,00.00). “Payment Request” shall mean: (i) with respect to a Sales Tax Grant, a written request from Lessee to the City for payment of a Sales Tax Grant accompanied by the Sales Tax Certificate for the applicable Sales Tax Reporting Period; and (ii) with respect to an Annual BPP Grant, a written request from Lessee to the City for payment of the applicable Annual BPP Grant, which request shall be accompanied by copies of tax statement and/or receipt(s) and/or other evidence reasonably satisfactory to the City to establish that the ad valorem taxes assessed by the City against the Tangible Personal Property has been paid for such Grant Year. PAGE 4 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) “Related Agreements” shall mean any agreement (other than this Agreement) by and between the City and Lessee and/or any of its affiliated or related entities. “Required Use” shall mean Lessee’s continuous occupancy of the Leased Premises and the continuous operation of an office and warehouse/distribution facility for dietary supplements/nutraceuticals and fulfillment services at the Leased Premises. The Lessee will also undertake manufacturing of dietary supplements/neutraceutials during the term of this Agreement. “Sales and Use Tax” shall mean the City's one percent (1%) sales and use tax imposed pursuant to Chapter 321 of the Texas Tax Code on the sale of Taxable Items by Lessee Consummated at the Leased Premises. “Sales Tax Certificate” shall mean a report provided by the State of Texas to the City in accordance with Texas Tax Code, Section 321.3022, (or other applicable provision of the Texas Tax Code) which lists the amount of Sales and Use Tax paid (including any refunds, credits or adjustments) received by the City from the State of Texas from the sale of Taxable Items by the Lessee Consummated at the Leased Premises for the applicable Sales Tax Reporting Period, or if such report is not available, a certificate or other statement in the form reasonably approved by the City, setting forth the collection of Sales and Use Tax (including any refunds, credits or adjustments) by the Lessee received by the City from the State of Texas, for the sale of Taxable Items by the Lessee Consummated at the Leased Premises for the applicable Sales Tax Reporting Period, and the total sales of Taxable Items by Lessee consummated at the Leased Premises for the applicable Sales Tax Reporting Period, which are to be used to determine eligibility of the Lessee for the Sales Tax Grants, together with such supporting documentation required herein, and as the City may reasonably request. “Sales Tax Grants” shall mean five (5) annual grants economic development grants to be paid by City to Lessee each in the amount equal to forty percent (40%) of the Sales Tax Receipts for the applicable Sales Tax Reporting Period, to be paid to the Lessee as set forth herein.The amount of each Sales Tax Grant shall be computed by multiplying the Sales Tax Receipts received by the City for a given Sales Tax Reporting Period by the forty percent (40%) less any administrative fee charged to City by the State of T exas for collection of the Sales and Use Taxes pursuant to Tax Code Section 321.503 or other applicable law. “Sales Tax Receipts” shall mean City’s receipts of Sales and Use Tax from the State of Texas from Lessee’s collection of Sales and Use Tax (it being expressly understood that City’s one percent (1%) sales and use tax receipts are being used only as a measurement for its use of general funds to make a grant for economic development purposes) as a result of sale of Taxable Items by Lessee for the applicable Sales Tax Reporting Period Consummated at the Leased Premises. PAGE 5 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) “Sales Tax Reporting Period” shall mean each twelve (12) month period during the term of this Agreement provided however the first Sales Tax Reporting Period shall begin with the first calendar month immediately following the Commencement Date. “State of Texas” shall mean the office of the Texas Comptroller, or its successor. “Tangible Personal Property” shall have the same meaning assigned by Tax Code, Section 1.04, and shall mean all tangible personal property, equipment, fixtures, and machinery, inventory and supplies owned or leased by Lessee and located in the Leased Premises on January 1 of a given Tax Year. Tangible Personal Property shall not include Freeport Goods or Goods in Transit. “Tax Year” shall have the meaning assigned to such term in Section 1.04 of the Texas Tax Code (i.e., the calendar year). “Taxable Items” shall mean both “taxable items” and “taxable services” as those terms are defined by Chapter 151, Texas Tax Code, as amended. “Taxable Value” means the appraised value as certified by the Appraisal District as of January 1 of a given year. Article III Economic Development Grant 3.1 Annual BPP Grants. (a) Annual BPP Grant. Subject to the continued satisfaction of all the terms and conditions of this Agreement by Lessee, and the obligation of Lessee to repay the Grants in accordance with Article V hereof, City agrees to provide Lessee with five (5) Annual BPP Grants to be paid within thirty (30) days after receipt of a Payment Request following March 1 of each calendar year (or the immediately following business day if March 1 is not a business day), beginning with March 1, of the year following the First Grant Year, provided the City ad valorem taxes assessed against the Tangible Personal Property have been paid in full for the respective Grant Year (i.e., the Tax Year immediately preceding the year in which an Annual BPP Grant is to be made) prior to the delinquency date. Failure to timely submit a Payment Request on or before March 1 of the calendar year for a given Grant Year shall operate as a forfeiture of the Annual BPP Grant for such Grant Year. (b) Tax Protest. In the event Lessee or another party timely and properly protests or contests (including any motion to correct the appraisal roll) the Taxable Value and/or the taxation of the Tangible Personal Property with the applicable appraisal district (or its successor), the obligation of City to provide the Annual BPP Grant with respect to the Tangible Personal Property for such Tax Year shall be delayed with respect to the portion protested or contested until a final determination has been made of such protest or contest. In the event Lessee’s protest and/or contest PAGE 6 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) results in a final determination that changes the amount of ad valorem taxes assessed and due for the Tangible Personal Property (or portion thereof) after any Annual BPP Grant has been paid for such Tax Year, the Annual BPP Grant for such Tax Year shall be adjusted (increased or decreased as the case may be) accordingly on the date of payment of the next Annual BPP Grant, or within thirty (30) business days after such determination in the event no further Annual BPP Grant is due under the Agreement. (c) Refunds and Underpayments of Grants. In the event City reasonably determines that the amount of any Annual BPP Grant paid by City to Lessee was incorrect, Lessee shall, within thirty (30) days after receipt of written notification thereof from City specifying the amount by which such Annual BPP Grant exceeded the correct amount to which Lessee was entitled (together with such records, reports and other information necessary to support such determination), pay such amount to City. If City reasonably determines that the amount by which such Annual BPP Grant was less than the correct amount to which Lessee was entitled (together with such records, reports and other information necessary to support such determination), City shall, within thirty (30) days, pay the adjustment to Lessee. 3.2 Sales Tax Grants. (a) Sales Tax Grant. Subject to the continued satisfaction of all the terms and conditions of this Agreement by Lessee, and the obligation of Lessee to repay the Grants in accordance with Article V hereof, City agrees, provided the Lessee has achieved the Minimum Sale of Taxable Items for the applicable Sales Tax Reporting Period, to provide Lessee with five (5) annual Sales Tax Grants. The Sales Tax Grants shall be paid within ninety (90) days after receipt of a Payment Request following the end of the applicable Sales Tax Reporting Period beginning with the first Sales Tax Reporting Period. Each Payment Request shall be submitted to City not later than sixty (60) days after the end of each Sales Tax Reporting Period. Failure to timely submit a Payment Request for a Sales Tax Reporting Period shall operate as a forfeiture of the Sales Tax Grant for such Sales Tax Reporting Period. If the required Minimum Sale of Taxable Items is not achieved for a given Sales Tax Sales Tax Reporting Period the Lessee shall forfeit its right to the Sales Tax Grant for such Sales Tax Sales Tax Reporting Period, but such failure shall not be considered as an event of default subject to termination and repayment as provided in Article V hereof. (b) Adjustment Notification. Lessee shall promptly notify City in writing of any adjustments found, determined or made by Lessee, the State of Texas, or by an audit that results, or will result, in either a refund or reallocation of Sales Tax Receipts or the payment of Sales and Use Tax or involving amounts reported by Lessee as subject to this Agreement. Such notification shall also include the amount of any such adjustment in Sales and Use Tax or Sales Tax Receipts. Lessee shall notify City in writing within thirty (30) days after receipt of notice of the intent of PAGE 7 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) the State of Texas, to audit Lessee. Such notification shall also include the period of such audit or investigation. (c) Amended Returns. In the event Lessee files an amended sales and use tax return, or report with the State of Texas, or if additional Sales and Use Tax is due and owing by Lessee to the State of Texas, as determined or approved by the State of Texas, affecting Sales Tax Receipts for a previous Sales Tax Reporting Period, then the Sales Tax Grant payment for the Sales Tax Reporting Period immediately following such State of Texas approved amendment shall be adjusted accordingly (i.e., up or down, depending on the facts), provided City has received Sales Tax Receipts attributed to such adjustment. As a condition precedent to payment of such adjustment, Lessee shall provide City with a copy of any such amended sales and use tax report or return, and the approval thereof by the State of Texas. Copies of any amended sales and use tax return or report or notification from the State of Texas that additional Sales and Use Tax is due and owing by Lessee to the State of Texas, as determined by the State of Texas, affecting Sales Tax Receipts for a previous Sales Tax Reporting Period shall be provided to City with the Payment Request for the next Sales Tax Reporting Period. (d) Refunds and Underpayments of Sales Tax Grants. In the event the State of Texas determines that City erroneously received Sales Tax Receipts, or that the amount of Sales and Use Tax paid to Lessee exceeds (or is less than) the correct amount of Sales and Use Tax for a previous Sales Tax Reporting Period, for which Lessee has received a Sales Tax Grant, Lessee shall, within sixty (60) days after receipt of notification thereof from City specifying the amount by which such Sales Tax Grant exceeded the amount to which Lessee was entitled pursuant to such State of Texas determination, adjust (up or down, depending on the facts) the amount claimed due for the Sales Tax Grant payment for the Sales Tax Reporting Period immediately following such State of Texas determination. If Lessee does not adjust the amount claimed due for the Sales Tax Grant payment for the Sales Tax Reporting Period immediately following such State of Texas determination City may, at it s option, adjust the Sales Tax Grant payment for the Sales Tax Reporting Period immediately following such State of Texas determination. If the adjustment results in funds to be paid back to City, Lessee shall repay such amount to City within sixty (60) days after receipt of such State of Texas determination. The provisions of this Section shall survive termination of this Agreement. (e) Sales Tax Grant Payment Termination; Suspension. The payment of Sales Tax Grants shall terminate on the effective date of determination by the State of Texas or other appropriate agency or court of competent jurisdiction that the Leased Premises is not a place of business resulting in Sales and Use Taxes being due the City from the sale of Taxable Items by Lessee at the Leased Premises. In the event the State of Texas seeks to invalidate the Leased Premises as a place of business where Sales and Use Tax was properly remitted to the State of Texas (the “Comptroller Challenge”) the payment of Sales Tax Grants by City hereunder shall be suspended until such Comptroller Challenge is resolved in whole favorably to PAGE 8 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) City. In such event, Lessee shall not be required to refund Sales Tax Grants previously received from City provided Lessee is actively defending against and/or contesting the Comptroller Challenge and Lessee promptly informs City in writing of such Lessee actions and with copies of all documents and information related thereto. In the event the Comptroller Challenge is not resolved favorably to City and/or in the event the State of Texas determines that the Improvements is not a place of business where the Sales and Use Tax was properly remitted to the State of Texas, and Sales and Use Tax Receipts previously paid or remitted to City relating to the Leased Premises are reversed and required to be repaid to the State of Texas, then the obligation to pay the Sales Tax Grants shall terminate and Lessee shall refund all Sales Tax Grants received by Lessee from City that relate to the Comptroller Challenge, which refund shall be paid to City within sixty (60) days of the date that the Comptroller Challenge required City to repay Sales and Use Tax Receipts. (f) Indemnification. THE LESSEE AGREES TO DEFEND, INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, AGENTS AND EMPLOYEES (COLLECT IVELY FOR PURPOSE OF THIS SECTION, THE “CITY”) HARMLESS FROM AND AGAINST ANY AND ALL REASONABLE LIABILITIES, DAMAGES, CLAIMS, LAWSUITS, JUDGMENTS, ATTORNEY FEES, COSTS, EXPENSES, AND DEMANDS BY THE STATE OF TEXAS THAT THE CITY HAS BEEN PAID ERRONEOUSLY, OVER- PAID OR INCORRECTLY ALLOCATED SALES AND USE TAX ATTRIBUTED TO THE SALE OF TAXABLE ITEMS BY THE LESSEE CONSUMMATED AT THE LEASED PREMISES FOR ANY SALES TAX REPORTING PERIOD DURING THE TERM OF THIS AGREEMENT (“CLAIM”). IT BEING THE INTENTION OF THE PARTIES THAT THE LESSEE SHALL BE RESPONSIBLE FOR THE REPAYMENT OF SALES TAX GRANTS PAID TO LESSEE HEREIN BY CITY THAT INCLUDES SALES AND USE TAX RECEIPTS THAT THE STATE OF TEXAS HAS DETERMINED WERE ERRONEOUSLY, PAID, COLLECTED, DISTRIBUTED, OR ALLOCATED TO THE CITY. THE INDEMNIFICATION PROVIDED ABOVE SHALL NOT APPLY TO ANY LIABILITY RESULTING SOLELY FROM THE ACTIONS OR OMISSIONS OF THE CITY. THE LESSEE SHALL BE OBLIGATED TO PAY REASONABLE ATTORNEY FEES AND OTHER THIRD-PARTY COSTS INCURRED BY THE CITY TO DEFEND OR CONTEST A CLAIM (COLLECTIVELY, THE “OTHER COSTS”). THE PROVISIONS OF THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND DO NOT CREATE ANY OBLIGATIONS FROM OR GRANT ANY CONTRACTUAL OR OTHER RIGHTS TO ANY OTHER PERSON OR ENTITY, OTHER THAN PAGE 9 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) OBLIGATIONS, IF ANY, THAT ARISE FROM LESSEE TO CITY TO PERFORM OBLIGATIONS CREATED BY THIS SECTION. 3.3 Current Revenue. The Grants shall be paid solely from annual appropriations from the general funds of the City or from such other funds of the City as may be legally set aside for such purpose consistent with Article III, Section 52(a) of the Texas Constitution. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by Lessee. 3.4 Grant Limitations. Under no circumstances shall the obligations of the City hereunder be deemed to create any debt within the meaning of any constitutional or statutory provision; provided; however, the City agrees during the term of this Agreement to make a good faith effort to appropriate funds each year to pay the Grants for the then ensuing fiscal year. Further, the City shall not be obligated to pay any commercial bank, lender or similar institution for any loan or credit agreement made by the Lessee. None of the obligations of the City under this Agreement shall be pledged or otherwise encumbered by the Lessee in favor of any commercial lender and/or similar financial institution. Article IV Conditions to Grant The obligation of the City to pay the Annual BPP Grants shall be conditioned upon the compliance and satisfaction by the Lessee of the terms and conditions of this Agreement and each of the conditions set forth in Article IV. 4.1 Payment Request. Lessee shall, as a condition precedent to the payment of each applicable Annual BPP Grant and the applicable Sales Tax Grant, timely provide City with the applicable Payment Request. 4.2 Good Standing. The Lessee shall not have an uncured breach or default of this Agreement, or a Related Agreement. 4.3 Required Use. During the term of this Agreement beginning on the Commencement Date and continuing until the Expiration Date, the Leased Premises shall not be used for any purpose other than the Required Use, and the operation of the Leased Premises in conformance with the Required Use shall not cease for more than thirty (30) continuous days except in connection with, and to the extent of an event of Force Majeure or Casualty. 4.4 Continuous Lease and Occupancy. The Lessee shall, beginning on the Commencement Date and continuing thereafter until the Expiration Date, continuously lease and occupy the Leased Premises. 4.5 Lease. The Lessee shall have entered the Lease on or before January 31, 2019 and the Lessee shall occupy the Leased Premises on or before January 31, 2019. PAGE 10 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) 4.6 Capital Investment. The Capital Investment shall be at leastTwo Hundred Fifty Thousand Dollars NO/100 ($250,000.00) as of the Commencement date. 4.7 Sales Tax Certificate. Lessee shall during the term of this Agreement, provide to City a Sales Tax Certificate thirty (30) days after the end of each Sales Tax Reporting Period. The Sales Tax Certificate shall at a minimum contain, include or be accompanied by the following: (a) A schedule detailing the amount of the Sales and Use Tax collected and paid to the State of Texas as a result of the sale of Taxable Items by Lessee Consummated at the Leased Premises for the then ending Sales Tax Reporting Period; (b) A copy of all sales and use tax returns and reports, sales and use tax prepayment returns, direct payment permits and reports, including amended sales and use tax returns or reports, filed by Lessee for the then ending Sales Tax Reporting Period showing the Sales and Use Tax collected (including sales and use tax paid directly to the State of Texas pursuant to a direct payment certificate) by Lessee for the sale of Taxable Items by Lessee Consummated at the Leased Premises, including any supporting work papers; (c) A copy of all direct payment and self-assessment returns, including amended returns, filed by Lessee for the previous ending Sales Tax Reporting Period showing the Sales and Use Tax paid for the sale of Taxable Items by Lessee Consummated at the Leased Premises; (d) Information concerning any refund or credit received by Lessee of the Sales or Use Taxes paid or collected by Lessee which has previously been reported by Lessee as Sales and Use Tax paid or collected; and information concerning any Sales and Use Tax adjustments made pursuant to any sales and use tax audits by the State of Texas of either Lessee and its customers involving amounts reported by Lessee as subject to this Agreement; (e) A schedule detailing the total sales of Taxable Items by Lessee Consummated at the Lessee for the then ending Sales Tax Reporting Period. Article V Termination 5.1 Termination. This Agreement shall terminate upon any one of the following: (a) by written agreement of the Parties; (b) Expiration Date; (c) upon written notice, by either Party in the event the other Party breaches any of the terms or conditions of this Agreement, or a Related Agreement, and such breach is not cured within thirty (30) days after the nonbreaching Party sends written notice to the breaching Party of such breach; PAGE 11 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) (d) upon written notice, by the City, if Lessee suffers an event of Bankruptcy or Insolvency; (e) upon written notice, by the City, if any Impositions owed to the City or the State of Texas by Lessee shall become delinquent (provided, however, the Lessee retains the right to timely and properly protest and contest any such Impositions); or (f) upon written notice, by either Party, if any subsequent Federal or State legislation or any decision of a court of competent jurisdiction declares or renders this Agreement invalid, illegal or unenforceable. 5.2 Repayment. In the event the Agreement is terminated by the City pursuant to Section 5.1 (c), (d), (e) or (f), the Lessee shall immediately refund to the City an amount equal to the Annual BPP Grants paid by the City to the Lessee preceding the date of such termination, plus interest at the rate of interest periodically announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street Journal shall ever cease to exist or cease to announce a prime or base lending rate, then at the annual rate of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank selected by City) as its prime or base commercial lending rate) from the date on which each Grant is paid by the City until each such Grant is refunded by the Lessee. The repayment obligation of Lessee set forth in this section shall survive termination. 5.3 Right of Offset. The City may, at its option, offset any amounts due and payable under this Agreement or a Related Agreement against any debt (including taxes) lawfully due to the City from the Lessee, regardless of whether the amount due arises pursuant to the terms of this Agreement, a Related Agreement or otherwise and regardless of whether or not the debt due the City has been reduced to judgment by a court. Article VI Miscellaneous 6.1 Binding Agreement. The terms and conditions of this Agreement are binding upon the successors and permitted assigns of the Parties hereto. This Agreement may not be assigned without the express written consent of the City Manager. 6.2 Limitation on Liability. It is understood and agreed between the Parties that the Lessee, in satisfying the conditions of this Agreement, has acted independently, and the City assumes no responsibilities or liabilities to third parties in connection with these actions. The Lessee agrees to indemnify and hold harmless the City from all such claims, suits, and causes of actions, liabilities and expenses of any nature whatsoever by a third party arising out of the Lessee’s failure to perform its obligations under this Agreement. 6.3 No Joint Venture. It is acknowledged and agreed by the Parties that the terms hereof are not intended to and shall not be deemed to create a partnership or joint venture among the Parties. 6.4 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations that are granted and assumed under this Agreement. PAGE 12 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) 6.5 Notice. Any notice required or permitted to be delivered hereunder shall be deemed received three (3) days thereafter sent by United States Mail, postage prepaid, certified mail, return receipt requested, addressed to the Party at the address set forth below or on the day actually received if sent by courier or otherwise hand delivered. If intended for City, to: Attn: City Manager City of Coppell, Texas P. O. Box 478 Coppell, Texas 75019 With a copy to: Peter G. Smith City Attorney Nichols, Jackson, Dillard, Hager & Smith, L.L.P. 1800 Ross Tower 500 N. Akard Dallas, Texas75201 If intended for Lessee, to: With a copy to: ATP Science ATP Science Attn: Dr John Kapeleris Jeffrey Doidge 2220 Meridian Blvd., Suite Z6907 CEO Minden, Nevada 89423 Unit 2, 9-11 Babdoyle Street, Loganholme QLD 4129 Australia 6.6 Entire Agreement. This Agreement is the entire Agreement between the Parties with respect to the subject matter covered in this Agreement. There is no other collateral oral or written Agreement between the Parties that in any manner relates to the subject matter of this Agreement, except as provided in any Exhibits attached hereto. 6.7 Governing Law. The Agreement shall be governed by the laws of the State of Texas without regard to any conflict of law rules. Exclusive venue for any action concerning this Agreement shall be in the State District Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 6.8 Amendment. This Agreement may only be amended by the mutual written agreement of the Parties. 6.9 Legal Construction. In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect other provisions, and it i s the intention of the Parties to this Agreement that in lieu of each provision that is found to be illegal, invalid, or unenforceable, a provision shall be added to this Agreement which is legal, valid and enforceable and is as similar in terms as possible to the provision found to be illegal, invalid or unenforceable. 6.10 Recitals. The recitals to this Agreement are incorporated herein. PAGE 13 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) 6.11 Counterparts. This Agreement may be executed in counterparts. Each of the counterparts shall be deemed an original instrument, but all of the counterparts shall constitute one and the same instrument. 6.12 Survival of Covenants. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination. For the avoidance of doubt, it is expressly agreed by the Parties that the right of Lessee to make any Payment Request and the obligation of City to verify employment and pay any Grant to which Lessee may have otherwise been entitled prior to the termination of this Agreement shall survive termination of this Agreement. 6.13 Employment of Undocumented Workers. During the term of this Agreement the Lessee agrees not to knowingly employ any undocumented workers and, if convicted of a violation under 8 U.S.C. Section 1324a (f), the Lessee shall repay the amount of the Annual BPP Grants and any other funds received by the Lessee from City as of the date of such violation within one hundred twenty (120) days after the date the Lessee is notified by City of such violation, plus interest at the rate of four percent (4%) compounded annually from the date of violation until paid. The Lessee is not liable for a violation of this section in relation to any workers employed by a subsidiary, affiliate, or franchisee of the Lessee or by a person with whom the Lessee contracts. 6.14 Conditions Precedent. This Agreement is expressly subject to and contingent upon: (i) the Lessee entering into the Lease on or before January 31, 2019; and (ii) the Lessee occupying the Leased Premises on or before January 31, 2019. (signature page to follow) PAGE 14 ECONOMIC DEVELOPMENT INCENTIVE AGREEMENT CITY OF COPPELL AND ATP SCIENCE (TM 104452) EXECUTED on this _______ day of _____________________, 2018. CITY OF COPPELL, TEXAS By: Karen Hunt, Mayor Attest: By: Christel Pettinos, City Secretary Approved as to Form: By: City Attorney EXECUTED this the _________ day of ______________________, 2018. ATP SCIENCE By: Jeffrey Doidge, CEO 1 MEMORANDUM To: Mayor and City Council From: Mindi Hurley, Director of Community Development Date: December 11, 2018 Reference: Consider approval of a Resolution approving a letter of support for the creation of a Foreign Trade Zone to be located at 410 N. Freeport Parkway in Coppell, Texas, and authorizing the Mayor to sign. 2030: Business Prosperity Executive Summary: ATP Science is requesting a letter of support from the City of Coppell for the creation of a Foreign Trade Zone at 410 N. Freeport Parkway. This letter of support is just one step in the process of application for ATP Science to receive Foreign Trade Zone status. Introduction: ATP Science is an Australian company looking to locate a US Headquarters and manufacturing facility at 410 N. Freeport Parkway in Coppell. The company specializes in the development and manufacturing of health supplements. ATP Science will be leasing approximately 21,000 square feet initially with an option to expand up to 42,000 square feet of space. The company will ultimately have 74 employees, $4,500,000 in capital investment and over $3,000,000 in sales annually. The company will be shipping in materials from Australia. The creation of a Foreign Trade Zone would be beneficial to their operations. Analysis: A Foreign Trade Zone is a geographical area located in the United States in or near a U.S. Customs port of entry, where foreign and domestic merchandise are considered a part of international commerce and not within U.S. Customs territory, merchandise may be brought into a foreign trade zone without formal U.S. Customs entry, without payment of Custom duties or excised taxes, and without being subject to import limitations or restrictions. If the final product is exported from the United States, the U.S. Customs duties are excise taxes are not levied. Materials imported are also exempt from ad valorem taxes if they are imported from outside the United States, held in a zone and then exported either in their original form or altered. A foreign trade zone or sub-zone may be established as an economic development incentive. 2 Foreign Trade Zones are not approved by municipalities; however, requesting property owners must receive a letter of support from all impacted taxing jurisdictions as part of their application process. Therefore, this letter of support is just one step in the application process for ATP Science. Legal Review: Agenda item did not require legal review. Fiscal Impact: N/A Recommendation: Community Development recommends approval. 1 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS, SUPPORTING THE ESTABLISHMENT OF A FOREIGN TRADE ZONE TO BE LOCATED AT 410 N. FREEPORT PARKWAY, COPPELL, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has been presented with a request from ATP SciencePty, Ltd. for the City to support the establishment of a foreign trade zone at 410 N. Freeport Parkway, Coppell, Texas 75019; and WHEREAS, the City Council finds that the establishment of a foreign trade zone would generate employment and enhance economic development within the community. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. That the City Council of the City of Coppell, Texas, does hereby support the establishment of a foreign trade zone located at 410 N. Freeport Parkway, Coppell, Texas 75019. SECTION 2. This Resolution shall become effective immediately from and after its passage, as the law and charter in such cases provide. DULY PASSED and approved by the City Council of the City of Coppell, Texas, on this the _______ day of _______________, 2018. APPROVED: KAREN SELBO HUNT, MAYOR ATTEST: CHRISTEL PETTINOS, CITY SECRETARY APPROVED AS TO FORM: ROBERT E. HAGER, CITY ATTORNEY December 11, 2018 Ms. Christina Wood Dallas Fort Worth International Airport PO Box 619428 DFW Airport, TX 75261-9428 Dear Ms. Wood, On behalf of the City of Coppell, I wish to express my support for the Application to establish a Foreign Trade Zone at the ATP SciencePty, Ltd. facility located at 410 N Freeport Parkway, Coppell, TX 75019. The Foreign Trade Zone will complement our efforts to expand and diversify our economy. We understand that imported inventory and inventory held in a foreign trade zone for export will be exempt from ad valorem tax and fully support this application as a means of promoting economic growth in the region. Sincerely, Karen Selbo Hunt Mayor