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CP 2023-01-24City Council City of Coppell, Texas Meeting Agenda 255 E. Parkway Boulevard Coppell, Texas 75019-9478 Council Chambers5:30 PMTuesday, January 24, 2023 WES MAYS BIJU MATHEW Mayor Mayor Pro Tem CLIFF LONG KEVIN NEVELS Place 1 Place 4 BRIANNA HINOJOSA-SMITH JOHN JUN Place 2 Place 5 DON CARROLL MARK HILL Place 3 Place 7 MIKE LAND City Manager Notice is hereby given that the City Council of the City of Coppell, Texas will meet in Regular Called Session at 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. As authorized by Section 551.127, of the Texas Government Code, one or more Councilmembers or employees may attend this meeting remotely using videoconferencing technology. 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 City Council shall convene into closed executive session pursuant to Sections 551.076 and 551.089 of the Tex. Government Code to deliberate Page 1 City of Coppell, Texas Printed on 1/20/2023 January 24, 2023City Council Meeting Agenda security deployments and security information and implementation of financial transactions; and or implementation of security personnel measures and devices involving financial transactions within the financial department. 3. Work Session (Open to the Public) 1st Floor Conference Room A. Discussion regarding agenda items. B. Presentation by City of Coppell’s Financial Advisor. C. Discussion regarding cashless transactions at city facilities. D. Discussion regarding the cancellation of the March 14, 2023, City Council Meeting. E. Discussion concerning service organization presentation funding process. Bond Discussion Memo.pdf Cashless Transactions Memo.pdf Service Organizations Memo.pdf Subcommittee Memo 8-30-2016.pdf Attachments: Regular Session 4. Invocation 7:30 p.m. 5. Pledge of Allegiance Presentations 6.Recognition of Ed Guignon for his years of service to the City of Coppell. Proclamation 7.Consider approval of a Proclamation designating January 24, 2023, as “Vicki Chiavetta Appreciation Day”; and authorizing the Mayor to sign. Vicki Chiavetta Proclamation.pdfAttachments: 8. Citizens’ Appearance 9. Consent Agenda A.Consider approval of the Minutes: January 10, 2023. CM 2023-01-10.pdfAttachments: B.Consider approval to enter into a master maintenance agreement for the annual subscription of the City of Coppell Enterprise Asset Management System (EAM) Contract with Cartegraph Systems, LLC; with an option to Page 2 City of Coppell, Texas Printed on 1/20/2023 January 24, 2023City Council Meeting Agenda renew annually for three (3) additional years; and authorizing the City Manager to sign any necessary documents. Cartegraph EAM Renewal Memo.pdf Master Agreement Cartegraph.pdf Attachments: C.Consider approval to purchase five (5) Interceptor Utility Hybrids from Silsbee Ford through TIPS #210907; for replacement of existing vehicles; as provided for in the Capital Replacement Fund; in the amount of $285,875.00; and authorizing the City Manager to sign all necessary documents. Vehicle Purchase Memo.pdf Silsbee Ford Quote.pdf Attachments: D.Consider accepting the resignation of Ed Guignon from the Parks and Recreation Board and appointing Jeff Roller as a Regular member for the remainder of the unexpired term. Park Board Memo.pdf Guignon Resignation Letter.pdf Attachments: E.Consider approval of an amended and restated grant agreement between the City of Coppell and the Coppell Chamber of Commerce for the Discover Coppell Marketing Campaign; and authorizing the City Manager to sign any necessary documents. Chamber Contract Memo.pdf Chamber-Belmont Marketing Agmt 2022.pdf Chamber-Belmont Marketing Agmt 2023.pdf Amended and Restated Grant Agreement-Chamber.pdf Attachments: End of Consent Agenda 10.Consider the cancellation of the March 14, 2023, City Council Meeting due to the date falling during Spring Break. Spring Break Memo.pdfAttachments: 11.Consider approval of a Resolution ordering a General Municipal Election to be held on May 6, 2023, for Councilmembers Place 1, 3, 5, and 7; and authorizing the Mayor to sign and execute a Joint Election Agreement with Dallas and Denton Counties. Considerar la aprobación de una Resolución donde convoca una Elección General para miembros del consejo de los Lugares 1, 3, 5 y 7; para el sábado 6 de mayo del 2023; y autorizar al alcalde para firmar y ejecutar un contrato de Elección Conjunta con los condados de Dallas y Denton. THEO ĐÂY RA QUYẾT ĐỊNH rằng cuộc tổng tuyển cử sẽ được tổ chức Page 3 City of Coppell, Texas Printed on 1/20/2023 January 24, 2023City Council Meeting Agenda vào ngày 6 tháng 5 năm 2023, từ 7:00 sáng đến 7:00 tối, với mục đích bầu một Ủy Viên Hội Đồng cho Vị Trí 1, một Ủy Viên Hội Đồng cho Vị Trí 3, một Ủy Viên Hội Đồng cho Vị Trí 5, một Ủy Viên Hội Đồng cho Vị Trí 7 với nhiệm kỳ ba năm. Ứng viên cho một vị trí nhận được đa số trong tổng số phiếu bầu cho tất cả ứng viên cho vị trí đó sẽ được chọn để đảm nhận nhiệm kỳ đó hoặc cho đến khi người kế nhiệm của người đó được bầu hợp lệ và đủ tiêu chuẩn. Cuộc bầu cử sẽ được tổ chức dưới hình thức Bầu Cử Chung do Quản Trị Viên Bầu Cử của Quận Dallas và Denton quản lý, tương ứng, theo các điều khoản của Bộ Luật Bầu Cử Texas và Thỏa Thuận Bầu Cử Chung với mỗi quận. Order of Election Memo.pdf Resolution - Order of Election.pdf Resolution - Order of Election - Spanish.pdf Resolution - Order of Election - Vietnamese.pdf Attachments: 12. City Manager Reports - Project Updates and Future Agendas 13. Mayor and Council Reports Report by Mayor and City Council on recent and upcoming events. 14.Council Committee Reports concerning items of community involvement with no Council action or deliberation permitted. A. Report on Carrollton/Farmers Branch ISD and Lewisville ISD - Councilmember Mark Hill B. Report on Coppell ISD - Councilmember Kevin Nevels C. Report on Coppell Seniors - Councilmember John Jun 15.Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 16. Necessary Action from Executive Session 17. Adjournment ________________________ Wes Mays, Mayor CERTIFICATE I certify that the above Notice of Meeting was posted on the bulletin board at the City Hall of the City of Coppell, Texas on this 20th day of January, 2023, at _____________. ______________________________ Ashley Owens, City Secretary Page 4 City of Coppell, Texas Printed on 1/20/2023 January 24, 2023City Council Meeting Agenda 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 make requests for these services seventy-two (72) hours – three (3) business days ahead of the scheduled program, service, and/or meeting. To make arrangements, contact Kori Allen, ADA Coordinator, or other designated official at (972) 462-0022, or (TDD 1-800-RELAY, TX 1-800-735-2989). Page 5 City of Coppell, Texas Printed on 1/20/2023 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6722 File ID: Type: Status: 2023-6722 Agenda Item Executive Session 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: Exec 1/24File Name: Title: City Council shall convene into closed executive session pursuant to Sections 551.076 and 551.089 of the Tex. Government Code to deliberate security deployments and security information and implementation of financial transactions; and or implementation of security personnel measures and devices involving financial transactions within the financial department. Notes: Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6722 Title City Council shall convene into closed executive session pursuant to Sections 551.076 and 551.089 of the Tex. Government Code to deliberate security deployments and security information and implementation of financial transactions; and or implementation of security personnel measures and devices involving financial transactions within the financial department. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6713 File ID: Type: Status: 2023-6713 Agenda Item Work Session 1Version: Reference: In Control: City Council 01/10/2023File Created: Final Action: WKS 1/24/23File Name: Title: A. Discussion regarding agenda items. B. Presentation by City of Coppell’s Financial Advisor. C. Discussion regarding cashless transactions at city facilities. D. Discussion regarding the cancellation of the March 14, 2023, City Council Meeting. E. Discussion concerning service organization presentation funding process. Notes: Sponsors: Enactment Date: Bond Discussion Memo.pdf, Cashless Transactions Memo.pdf, Service Organizations Memo.pdf, Subcommittee Memo 8-30-2016.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6713 Title A. Discussion regarding agenda items. B. Presentation by City of Coppell’s Financial Advisor. C. Discussion regarding cashless transactions at city facilities. D. Discussion regarding the cancellation of the March 14, 2023, City Council Meeting. E. Discussion concerning service organization presentation funding process. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 MEMORANDUM To: Mayor and City Council From: Kim Tiehen, Director of Strategic Financial Engagement Date: January 24, 2023 Reference: Presentation by City of Coppell’s Financial Advisor. 2040: Sustainable Government Introduction: Coppell’s Financial Advisor, Jason Hughes, Managing Director at Hilltop Securities, will present information concerning debt and credit ratings. The purpose of this agenda item is to provide context, history, and background on the City’s debt strategy and its corresponding impact on the City’s credit rating. Background: Jason periodically visits with Council to share information concerning debt and credit rating information. Benefit to the Community: The presentation will provide insight into what the rating agencies consider when providing a rating for City of Coppell debt issues and address what to fund with debt issuances as well as why issue debt. Legal Review: N/A Fiscal Impact: N/A Recommendation: N/A 1 MEMORANDUM To: Mayor and City Council From: Mike Land, City Manager Date: January 24, 2023 Reference: Discussion regarding cashless transactions at city facilities. Introduction: Kim Tiehen, Director of Strategic Financial Engagement, and Jessica Carpenter, Director of Community Experiences, will provide a presentation to City Council regarding cashless transactions at city facilities. Legal Review: N/A Fiscal Impact: N/A Recommendation: N/A MEMORANDUM To: Mayor and City Council From: Kim Tiehen, Director of Strategic Financial Engagement Date: January 24, 2023 Reference: Discussion concerning service organization presentation funding process. 2040: Enhance the Unique 'Community Oasis' Experience Introduction: During the budget workshops held in June 2022, City Council requested to revisit the process used to determine when a service organization should present their funding request to Council. Background: Please see the August 30, 2016, memorandum from City Council’s Service Organization Sub- Committee regarding their assessment and recommendations. Benefit to the Community: Review of the process will provide community organizations with clarity regarding expectations concerning requests for funding. Legal Review: N/A Fiscal Impact: N/A Recommendation: N/A 1 Date: August 30, 2016 To: Mayor, Council, City Manager’s Office From: Service Organizations Sub-committee (Marvin Franklin, Wes Mays, Nancy Yingling) Re: Service Organizations Funding Management Process Background The funding process in recent years has been largely guided by the attached materials (“Funding Framework and Missions”), created to provide both Council and Staff with increased clarity and funding discipline regarding these organizations and their role with respect to our various community missions. The material contains: 1) Community Mission Statements 2) Service Organizations funding framework in four specific quadrants, characterized by mission: Critical Social Services, Arts & Culture, Partnerships, and Special Interests (the “4th Quadrant”) The 4th quadrant was designed to be a “gauntlet” of sorts where Council could discuss, preliminarily vet and ultimately allow/disallow new applicant participation in the process for budget consideration. At the time, it was thought that while new groups would apply annually, they would be vetted before being allowed to move forward in the process. The objective was to stay consistent with our Missions, firmly discourage “program creep” and reduce time waste. The above referenced ad hoc committee was organized to recommend to Council approaches to improve our process for evaluating new service organization applicants and provide staff with guidance and support going forward. The Process Problem and Associated Issues First: Council has largely failed to implement the “4th quadrant” discipline originally intended. This has resulted in various groups seeking funding which either: a) wastes time, b) offer services which are not consistent with the mission, c) fall short of meaningful community impact or are otherwise illogical, or any combination of the aforementioned. Second: Without sufficient guidance, staff has had no choice but to take all applications and allow them to go through the process. Third: The subject of Service Organizations and fundings would seem to represent an appropriate opportunity to discuss the issue of Council “self-policing” and internal/external influences on decision-making. Recommendations and Areas of Discussion Preliminary Review: It is recommended that any new applicant (not previously funded) would be preliminarily reviewed at a work session scheduled by staff to determine whether the applicant should be considered during our Annual Budget Meeting regarding Service Organization fundings. If positive interest is shown by Council, then the applicant would be scheduled to present at the Budget meeting. There is no guarantee, however, that such group would ultimately be funded, only the permission to present. If necessary, a “go/no go” checklist containing fundamental threshold criteria (broader community service/benefit, degree of community enhancement, increased quality of life or imaging provided and so on) could easily be created as a guide for the preliminary review. Organizations seeking funding outside the spirit of our Service Organization Mission Statements should be discouraged. These would include, but not be limited to, funding of scholarships or grants of any kind, funding viewed as being politically preferenced, funding viewed as “buying” community influence or support, funding that negatively impacts our community image, funding to those representing a narrow community segment, as opposed to broad, or funding targeted toward a sole individual. Applicants should be made aware that high levels of prudence, selectivity and cost/benefit evaluation by Council are intended to stay consistent with our Mission Framework and discourage “program creep.” Empower Staff: It is recommended that previously approved Service Organizations with funding levels of $10,000 or less would not be required to present during the Annual Budget meeting. Those groups would be considered “recurring,” added to the budgeted numbers by the City Manager, and be consistent with prior year funding levels. In the event that any of the approved organizations seek an increase over prior year funding levels, then such organization would need to present their request to Council during the Annual Budget Meeting. If such increase is a one-time request, then funding would ultimately revert back to funding levels prior to the one-time increase. It would be staff’s responsibility to inform Council of anything that might cause Council to reconsider funding the approved organizations (mission issues, things harmful to our community image, service impact on our community, financial issues, etc.). Discussion Regarding Influence and Self-Policing: In discussing our decision-making process, the committee noted that Council members have done a good job of recusing themselves from situations that may involve conflicts of interests. The sub- committee believes that it is appropriate to discuss the Council’s involvement with service organizations and the impact that it can have on Council discussions, decision making, and staff. Questions: 1. To what extent are Council members and staff involved with the service organization? Volunteers, Board members, Members, Donors, etc. 2. Should those activities be revealed to Council and staff? 3. Which areas of our involvement lend themselves to some level of scrutiny and individual restraint? 4. Should any of us recuse ourselves from discussions and/or voting regarding the funding of organizations in which we are involved? Discussion MISSIONS AND FUNDING FRAMEWORK I. Critical Social Service Needs “Our residents, on occasion, experience significant challenges as victims of crime, economic hardship, physical frailties or emergencies. Local agencies meet these needs more efficiently and more effectively than the City of Coppell otherwise could.” II. Arts & Culture “Cultural and arts enhance the quality of life in Coppell and help establish a strong sense of community. The City of Coppell prefers to become a sponsor for performances and arts groups through financial and in-kind support.” III. Partnerships “Partnering with school, civic, and community organizations enable the city to maximize its services and programs while minimizing costs. The City of Coppell prefers partnering opportunities as an effective approach to achieving multiple objectives contained within its longer term strategic plan, currently Coppell 2030.” IV. Special Interests “Funding requests to address the needs of narrower segment of the Coppell community will be considered occasionally. The City of Coppell recognizes that these segments will require higher levels of prudence, selectivity, and cost/benefit evaluation.” Funding Needs Funding Wants Critical Social Service Needs: Arts & Culture: Family Place Metrocrest Services (merged with Senior Adult Services) Children’s Advocacy Center Christian Community Action Metrocrest Family Services Coppell Family YMCA Metrocrest Community Clinic Coppell Community Chorale Ballet Ensemble of Texas Texas Creative Arts Coppell Historical Society Theater Coppell* Old Coppell Theater Site Waggin’ Tail Dog Park Coppell Special Olympics Coppell High School Band Benefit: Meets community needs that otherwise would either 1) have detrimental impact on the Community or 2) would force the City to render some service level that it either cannot or would rather not provide. Capitalization: Capital Mechanism: Capital Allocation Benefit: Amenities for special interests, sponsorship/branding opportunities, community spirit Capitalization: Capital, Sponsorships Mechanism: Capital Allocation, Sponsorships, Facilities/Land Hybrid: Funding Needs/Wants Funding Wants/Needs Partnerships: Special Interests: Coppell Chamber of Commerce CISD Economic Development Projects/Programs Sports Association Health & Wellness Initiatives Coppell Nature Park* Old Coppell/Main Street* Coppell Copperheads Baseball* Launchability (Special Care & Career Services) Texas Scottish Rite Hospital for Children The Warren Center Jha’Kyric Nixon Scholarship Fund Benefit: Revenues, Jobs, Economic Prosperity, Community Welfare and wellness Capitalization: Capital, Matching Funds, Bonds, Incentives/Goals Mechanism: Capital Allocation, Contractual, Infrastructure, Credit Enhancement Examples: Hard Eight, Container Store, Old Coppell, Artificial Turf Co-Funding*, Kid Country*, Biodiversity Center* Benefit: Amenities for Special Interests, Sponsorship/Branding Opportunities Capitalization: Capital, Matching Funds, Bonds Mechanism: Capital Allocation, Infrastructure, Sponsorship *Matched Funding/Land or Facilities Contribution Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6720 File ID: Type: Status: 2023-6720 Agenda Item Presentations 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: Ed Guignon RecognitionFile Name: Title: Recognition of Ed Guignon for his years of service to the City of Coppell. Notes: Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6720 Title Recognition of Ed Guignon for his years of service to the City of Coppell. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6721 File ID: Type: Status: 2023-6721 Agenda Item Proclamations 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: VC DayFile Name: Title: Consider approval of a Proclamation designating January 24, 2023, as “Vicki Chiavetta Appreciation Day”; and authorizing the Mayor to sign. Notes: Sponsors: Enactment Date: Vicki Chiavetta Proclamation.pdfAttachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6721 Title Consider approval of a Proclamation designating January 24, 2023, as “Vicki Chiavetta Appreciation Day”; and authorizing the Mayor to sign. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 PROCLAMATION WHEREAS, We are here today to express our appreciation to Victoria (Vicki) Chiavetta and honor her distinguished 14-year career with the City of Coppell and dedicated service to the community; and WHEREAS, Vicki began her career with the City as Assistant Library Director on January 5, 2009, and was promoted to Library Director in 2010. During Vicki’s tenure, she was instrumental in the 2015- 2016 redesign, remodel, and rebranding of the library, resulting in a shift from focusing on books to focusing on people, and being “the heart of the community,” where people can gather, engage, learn, and grow; and WHEREAS, On November 5, 2018, she was promoted to Deputy City Manager and has served in this role since. These years of service have been marked by exemplary dedication to the best interests of the community and the organization, and WHEREAS, Vicki has worked with two city managers and four mayors throughout her tenure and was an integral part of the administrative team that helped develop and implement Coppell’s 4 C Success model — Cultivating Coppell Core Competencies — a game changer for the organization; and WHEREAS, Vicki has served in many ways from contributing to professional associations and conferences to local membership in the Rotary Club and Allies in Community; and WHEREAS, on behalf of the entire City Council, I want to express my sincere appreciation to Vicki for her loyalty to the City of Coppell and wish her much happiness as she begins this new chapter in her life. NOW, THEREFORE, I, Wes Mays, Mayor of the City of Coppell, do hereby proclaim Tuesday, January 24, 2023, as: Vicki Chiavetta Day in the City of Coppell, and urge all citizens and employees to join me and the City Council in congratulating Vicki for her meritorious service, loyalty, and dedication she has rendered to this community. PROCLAIMED this 24th day of January 2023. Wes Mays, Mayor ATTEST: Ashley Owens, City Secretary Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6718 File ID: Type: Status: 2023-6718 Agenda Item Consent Agenda 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: MinutesFile Name: Title: Consider approval of the Minutes: January 10, 2023. Notes: Sponsors: Enactment Date: CM 2023-01-10.pdfAttachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6718 Title Consider approval of the Minutes: January 10, 2023. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 255 E. Parkway Boulevard Coppell, Texas 75019-9478 City of Coppell, Texas Minutes City Council 6:00 PM Council ChambersTuesday, January 10, 2023 WES MAYS BIJU MATHEW Mayor Mayor Pro Tem CLIFF LONG KEVIN NEVELS Place 1 Place 4 BRIANNA HINOJOSA-SMITH JOHN JUN Place 2 Place 5 DON CARROLL MARK HILL Place 3 Place 7 MIKE LAND City Manager Wes Mays;Cliff Long;Brianna Hinojosa-Smith;Don Carroll;Kevin Nevels;John Jun;Biju Mathew and Mark Hill Present 8 - Also present were Deputy City Managers Vicki Chiavetta and Traci Leach, City Attorney Robert Hager and Deputy City Secretary Sara Egan. The City Council of the City of Coppell met in Regular Session on Tuesday, January 10, 2022 at 6:00 p.m. in the City Council Chambers of Town Center, 255 Parkway Boulevard, Coppell, Texas. Call to Order1. Mayor Wes Mays called the meeting to order, determined that a quorum was present and convened into the Work Session at 6:02 p.m. Work Session (Open to the Public) 1st Floor Conference Room2. A. Discussion regarding agenda items. B. Presentation of projected hotel occupancy tax fund balance. C. Discussion regarding additional funding request by the Coppell Chamber of Commerce. D. Discussion concerning service organization presentation funding process. Agenda Items A-C were presented in Work Session. Agenda Item D will be Page 1City of Coppell, Texas January 10, 2023City Council Minutes rescheduled to a future meeting agenda. Regular Session Mayor Wes Mays adjourned the Work Session at 7:28 p.m. and reconvened into the Regular Session at 7:37 p.m. Invocation 7:30 p.m.3. Mr. William Rose with the Church of Jesus Christ of Latter-day Saints, gave the invocation. Pledge of Allegiance4. Mayor Wes Mays led the audience in the Pledge of Allegiance. Presentations 5.Presentation by the Coppell High School Health Occupation Students of America (HOSA) Organization. Presentation: Saanvi Gaddam, Sriya Meduri, Mihika Patki with the Coppell High School Health Occupation Students of America Organization made a presentation to the City Council. 6.Smart City Board Recommendations Presentation. Presentation: Board Chair Ramesh Premkumar and Board Member Erin Bogdanowicz made a presentation to the City Council. Citizens’ Appearance7. Mayor Wes Mays asked for those who signed up to speak: 1) Dane Schauf, 215 Westwind Dr., spoke regarding water rates and billing. 2) Marcus Gashy, 237 S MacArthur Blvd., spoke regarding dog park maintenance. 3) Cassius Hartl, 611 Duncan Dr., spoke regarding the dog park. 4) John Gorman, 807 Woodlake Dr., spoke regarding the dog park. 5) Jack Henderson, 617 Pheasant Ln., spoke regarding the Parks and Recreation Board meeting and pickleball. Consent Agenda8. A.Consider approval of the Minutes: December 13, 2022. A motion was made by Councilmember Don Carroll, seconded by Councilmember Kevin Nevels, that Consent Agenda Items A - C be approved. The motion passed by an unanimous vote. B.Consider approval of an Ordinance for Case S-1264-C (Special Use Permit-1264-Commercial), to allow a 1,200-square-foot restaurant with Page 2City of Coppell, Texas January 10, 2023City Council Minutes approximately 16 seats and pick-up service located on 3.23 acres of land at 150 S Denton Tap Road, Suite 111, and authorizing the Mayor to sign. A motion was made by Councilmember Don Carroll, seconded by Councilmember Kevin Nevels, that Consent Agenda Items A - C be approved. The motion passed by an unanimous vote.. Enactment No: OR 91500-A-786 C.Consider approval of an award to Sunbelt Pools for the plaster replacement at The CORE outdoor competitive pool, in the amount of $174,783.00 as provided for in the CRDC Fund, with contract pricing through Buy Board, Contract No. 613-20; and authorizing the City Manager to sign any necessary documents. A motion was made by Councilmember Don Carroll, seconded by Councilmember Kevin Nevels, that Consent Agenda Items A - C be approved. The motion passed by an unanimous vote. End of Consent Agenda 9.PUBLIC HEARING: Consider approval of PD-301R3-HC, Victory at Coppell, a zoning change request from PD-301R2-HC (Planned Development 301 Revision 2- Highway Commercial) to PD-301R3-HC (Planned Development 301-Revision 3- Highway Commercial) to revise the Concept Plan for the overall development of the site and allow for a combination of retail, restaurant, offices, medical office, and daycare on 10 lots totaling approximately 16.77 acres of property; which incorporates a Detail Site Plan to allow a 12,510-sf multi-tenant building with restaurant and retail uses on Lot 3, Block A, on approximately 1.89 acres; a Detail Site Plan for a 10,990-sf multi-tenant building with restaurant and retail uses on Lot 4, Block A, on approximately 1.72 acres; a Detail Site Plan for a 7,530-sf building with medical and retail uses on Lot 9, Block A, on approximately 0.97 acres; and a Detail Site Plan for a 4,900-sf multi-tenant building with restaurant and retail uses on Lot 10, Block A, on approximately 1.18 acres located at the southeast quadrant of S. Belt Line Road and Dividend Drive. Presentation: Mary Paron-Boswell, Senior Planner, made a presentation to the City Council. Mayor Wes Mays opened the Public Hearing and stated that no one had signed up to speak. A motion was made by Councilmember Don Carroll, seconded by Councilmember Mark Hill, to close the Public Hearing and approve this Agenda Item subject to the following conditions: Page 3City of Coppell, Texas January 10, 2023City Council Minutes 1. There may be additional comments during the Detail Engineering review. 2. A final plat will be required prior to permitting for each of the Detail Plans. 3. The TIA will need to updated to reflect the proposed building expansions. 4. A right turn lane be constructed on S. Belt Line Road with this project. 5. Revise the landscape plans and calculations to reflect changes prior to City Council. 6. PD Conditions: a. All signage shall comply with City regulations. b. Plans for the linear park shall require staff approval. c. The focal point artwork shall require staff approval and shall be in place prior to the issuance of a CO for the buildings at the rear of the property. d. A P.O.A. shall be required prior to the filing of the final plat. e. A Detailed Site Plan shall be required for the development of any of the lots. f. A Tree Survey and tree mitigation, if any, shall be required at the time of Detail Planned Development. g. Daycare shall be allowed and shall not require a circular drive. h. Parking shall be allowed in the front yard as shown. i. Restaurants with drive throughs shall be allowed as shown on the concept plan. j. To allow the monument signs as presented. The motion passed by an unanimous vote. 10.PUBLIC HEARING: Consider approval of PD-299R-C, a zoning change request from PD-299-C (Planned Development-299 - Commercial) to PD-299R-C (Planned Development-299 Revised- Commercial) to revise the Planned Development to allow for three office/retail buildings on approximately 2.7 acres of property located on the northeast corner of N. Coppell Road and SH 121. Presentation: Mary Paron-Boswell, Senior Planner, made a presentation to the City Council. Mayor Wes Mays opened the Public Hearing and stated that no one had signed up to speak. A motion was made by Councilmember Kevin Nevels, seconded by Councilmember Brianna Hinojosa-Smith, to close the Public Hearing and approve this Agenda Item subject to the following conditions: 1. There may be additional comments during the Detail Engineering review. 2. A Final Plat is required and cannot be filed until zoning is approved. 3. Tree removal permit and tree mitigation fees will be required prior to construction. 4. Update the plans to list the PD conditions: a. Allow for the buildings and parking to be located as shown on the Site Plan. b. Allow the masonry screening wall to end as shown. c. Building signage must conform with City Sign ordinances. The motion passed by an unanimous vote. Page 4City of Coppell, Texas January 10, 2023City Council Minutes City Manager Reports - Project Updates and Future Agendas11. City Manager Mike Land gave updates regarding projects: Beltline will begin pouring the Northbound Lanes this week. The Intersections Project we'll do a walk through next week on N. Denton Tap. The Moore Road panel replacement is about 60 percent complete. The Service Center contract, recently approved, had the kickoff meeting this week. The Royal Lane design is 60 percent complete. The Magnolia Park Trail design is nearly 100 complete and we are just waiting on permits from the Army Corps of Engineers. Mayor and Council Reports12. Report by Mayor and City Council on recent and upcoming events. City Facilities will be closed for Martin Luther King Day Monday, January 16, 2023. Families, visit the Cozby Library to celebrate Lunar New Year Family Fun Night on Tuesday, January 17, 2023 from 6:30 – 7:30 pm. Start the year with safety in mind and join a CPR-AED Class offered at the Life Safety Park visit the website to register for a class. For the upcoming May 6, 2023 Election the filing period will begin on Wednesday, January 18, 2023, through Friday, February 17, 2023. Visit the Election webpage for more information. Public Service Announcements concerning items of community interest with no Council action or deliberation permitted. 13. Mayor Wes Mays read a letter from the City of Grapevine: On behalf of the residents of Grapevine, the City Council and City staff we'd like to thank you for the assistance your city provided immediately following the December 13 tornado that destroyed several businesses and damaged many homes in Grapevine. The response by your employees was a true demonstration of the partnership we share in the Metroplex. Residents and business owners in our community appreciated the quick and comprehensive response that day of which your employees were a key part. I want to wish you, your employees and your families a very Merry Christmas from Grapevine. Please know that when you need us, we will be there for you and your communities as you have been for us. Sincerely, Mayor William D. Tate Necessary Action from Executive Session14. Page 5City of Coppell, Texas January 10, 2023City Council Minutes There was no Executive Session. Adjournment15. There being no further business before the City Council, the meeting was adjourned at 8:53 p.m. ________________________ Wes Mays, Mayor Attest: _________________________ Sara Egan, Deputy City Secretary Page 6City of Coppell, Texas Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6726 File ID: Type: Status: 2023-6726 Agenda Item Consent Agenda 1Version: Reference: In Control: Engineering 01/17/2023File Created: Final Action: Cartegraph Maintenance ContractFile Name: Title: Consider approval to enter into a master maintenance agreement for the annual subscription of the City of Coppell Enterprise Asset Management System (EAM) Contract with Cartegraph Systems, LLC; with an option to renew annually for three (3) additional years; and authorizing the City Manager to sign any necessary documents. Notes: Sponsors: Enactment Date: Cartegraph EAM Renewal Memo.pdf, Master Agreement Cartegraph.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6726 Title Consider approval to enter into a master maintenance agreement for the annual subscription of the City of Coppell Enterprise Asset Management System (EAM) Contract with Cartegraph Systems, LLC; with an option to renew annually for three (3) additional years; and authorizing the City Manager to sign any necessary documents. Summary Fiscal Impact: The fiscal impact of this agenda item is $47,693.45, as budgeted in the General Fund. Staff Recommendation: Page 1City of Coppell, Texas Printed on 1/20/2023 Master Continued (2023-6726) The Public Works Department recommends approval. Strategic Pillar Icon: Sustainable Government Page 2City of Coppell, Texas Printed on 1/20/2023 MEMORANDUM To: Mayor and City Council From: Michael Garza, P.E., Assistant Director of Public Works - Engineering Kent Collins, P.E., Director of Public Works Date: January 24, 2023 Reference: Consider approval to enter into a master maintenance agreement for the annual subscription of the City of Coppell Enterprise Asset Management System (EAM) Contract with Cartegraph Systems, LLC, with an option to renew annually for three (3) additional years; and authorizing the City Manager to sign necessary documents. 2040: Sustainable City Government Introduction: The purpose of this agenda is to seek approval from Council on a master maintenance agreement for the subscription of our Enterprise Asset Management System (EAM) with Cartegraph Systems, LLC with an option to renew annually for three (3) additional years. Background: In January 2021, City Council approved a contract with Cartegraph Systems, LLC. to implement a new system for the management of work orders, work management and asset management related to water, sewer, streets, traffic, facilities, fleet, parks, and stormwater. The cost of the software and the implementation support was $288,085.00. This system was implemented in 2 phases with the first phase being implemented January 2022 and phase 2 being most recently implemented in late 2022. This agenda item is to renew the annual subscription for the service of the EAM, with the option to renew for 3 additional years. Cartegraph is provided as a software as a service, so this subscription will recur annually. The contract provides for the EAM modules included in our system, the EAM user licenses, as well as support related to non-EAM software integrations. In January 2022, staff brought a maintenance agreement for just one year to council for approval that expires February 14, 2023. The agreement on the agenda tonight will extend through the remainder of this fiscal year which is considered the first term of this subscription. The first term is pro-rated from February 2023 through the end of this fiscal year in the amount of $47,693.45. This will allow our contract to run concurrent with the fiscal year in future years. Beginning October 1, 2023, term 2 will begin as the first full renewable year in the amount of $74,719.00. Term 3 will be $78,825.47 and Term 4 will be $83,137.25. Entering into this master agreement with the renewable options allows us to lock in these prices. After Term 4 staff will need to re- negotiate the prices, which are likely to continue to increase. Benefit to the Community: The community expects the Public Work Department as well as the Customer Experience Department to maintain our infrastructure at a high standard. This application allows us to be more efficient with our maintenance schedules and repairs utilizing this “Smart City” resource management. It will also allow us to make proactive decisions on maintenance and replacement schedules. Legal Review: The agreement was reviewed by the City Attorney. Fiscal Impact: The fiscal impact of this Agenda item $47,693.45, as budgeted in the FY23 General Fund. Recommendation: The Public Works Department recommends approval of this agreement. City of Coppell, TX Cartegraph Solutions Master Agreement Master Agreement: MA-22-06456 Date Prepared: 01/19/2023 Date of Expiration: 6/12/2023 For any questions or assistance, please contact: Chad Walker Sales Account Manager Phone: 563-587-3359 Mobile: +1 5635640441 Email: chadwalker@cartegraph.com Cartegraph Systems LLC 3600 Digital Drive Dubuque, IA 52003-8962 http://www.cartegraph.com Toll Free: (800) 688-2656 Phone: (563) 556-8120 Fax: (563) 556-8149 City of Coppel, TX / 01/19/2023 Page 1 of 20 Master Agreement Cartegraph Systems LLC is pleased to present this Master Agreement for its world-class technology solutions. This Master Agreement is made and entered into between City of Coppell, TX (hereinafter referred to as "City of Coppell, TX", or "Customer") and Cartegraph Systems LLC (hereinafter referred to as "Cartegraph"), each referred to as a "Party" or collectively as the "Parties" and is effective when fully executed by both Parties ("Effective Date"). This Master Agreement 1) will exclusively govern Customer's access to and use of Solution Subscriptions and/or Solution Services; 2) is the complete and sole understanding and agreement between Parties, and supersedes any oral or written proposal, agreement, or other communication between the Parties; 3) may only be modified or amended in writing as permitted herein; 4) is governed by the terms and conditions of the Cartegraph Solutions Agreement (Addendum A), unless (i) otherwise set forth herein, or (ii) there is an applicable written Customer Agreement executed by the Parties that directly references this Master Agreement, for the Solutions referenced in this Master Agreement. Any inconsistency between the documents shall be resolved by giving precedence to 1)a Customer Agreement (if applicable), 2) this Master Agreement, and 3) the Cartegraph Solutions Agreement. The term of this Master Agreement shall begin on the Effective Date and continue until it is terminated as permitted herein. The duration of time specified in the Investment Summary of this Master Agreement shall be the "Initial Term." Subsequently executed Sales Orders under this Agreement may add additional Solution Subscriptions and/or Solution Services to the Initial Term as well as renew the Solution Subscriptions and/or Solution Services for successive periods, each a "Renewal Term." BY EXECUTING OR REFERENCING THIS MASTER AGREEMENT, THE PARTIES ACKNOWLEDGE THAT THEY HAVE REVIEWED THE TERMS AND CONDITIONS SET FORTH HEREIN AND ANY EXHIBITS, AND THE PARTIES AGREE TO BE LEGALLY BOUND BY SUCH AGREEMENT. CUSTOMER ADDRESS:LICENSEE ADDRESS: City of Coppell, TX PO Box 9478 Coppell, Texas 75019 City of Coppell, TX PO Box 9478 Coppell, Texas 75019 The following Addendums are attached to this Master Agreement and are incorporated by reference: ADDENDUM A - SOLUTIONS AGREEMENT ADDENDUM B - Not Used ADDENDUM C - Not Used ADDENDUM D - Not Used ADDENDUM E - CARTEGRAPH OMS EDITIONS ADDENDUM F - Not Used City of Coppel, TX / 01/19/2023 Page 2 of 20 Investment Summary The following represents the requested Solution Subscriptions and/or Solution Services along with their related durations (Terms). Term 01 - 2/15/2023 - 9/30/2023 - Subscription No.Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 8,646.00 2 Asset Builder (option)OMSABD 1 USD 559.21 3 Facilities Domain DOM001 1 USD 2,156.00 4 Parks & Recreation Domain DOM004 1 USD 1,398.03 5 Sanitary Sewer Domain DOM005 1 USD 3,355.28 6 Signal Domain DOM006 1 USD 1,677.64 7 Stormwater Domain DOM007 1 USD 2,640.82 8 Transportation Domain DOM008 1 USD 2,516.46 9 Walkability Domain DOM009 1 USD 838.82 10 Water Distribution Domain DOM010 1 USD 3,355.28 11 OMS User OMSUSR 100 USD 10,399.90 12 Systems Integration Support Munis UB SYITSU 1 USD 4,152.67 13 Systems Integration Support Tyler EnerGov SYITSU 1 USD 2,768.00 14 Systems Integration Support Execu Time SYITSU 1 USD 922.67 15 Systems Integration Support Munis Purchasing SYITSU 1 USD 1,384.00 16 Systems Integration Support Munis HCM SYITSU 1 USD 922.67 Term 01 - 2/15/2023 - 9/30/2023 - Subscription TOTAL:USD 47,693.45 Term 02 - 10/1/2023 - 9/30/2024 - Subscription No.Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 12,970.00 2 Asset Builder (option)OMSABD 1 USD 880.76 3 Facilities Domain DOM001 1 USD 3,234.00 4 Parks & Recreation Domain DOM004 1 USD 2,201.90 5 Sanitary Sewer Domain DOM005 1 USD 5,284.57 6 Signal Domain DOM006 1 USD 2,642.28 7 Stormwater Domain DOM007 1 USD 4,570.11 8 Transportation Domain DOM008 1 USD 3,963.42 City of Coppel, TX / 01/19/2023 Page 3 of 20 No.Product Code Quantity Price 9 Walkability Domain DOM009 1 USD 1,321.14 10 Water Distribution Domain DOM010 1 USD 5,284.57 11 OMS User OMSUSR 100 USD 16,380.00 12 Systems Integration Support Munis UB SYITSU 1 USD 6,540.45 13 Systems Integration Support Tyler EnerGov SYITSU 1 USD 4,359.60 14 Systems Integration Support Execu Time SYITSU 1 USD 1,453.20 15 Systems Integration Support Munis Purchasing SYITSU 1 USD 2,179.80 16 Systems Integration Support Munis HCM SYITSU 1 USD 1,453.20 Term 02 - 10/1/2023 - 9/30/2024 - Subscription TOTAL:USD 74,719.00 Term 03 - 10/1/2024 - 9/30/2025 - Subscription No.Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 13,850.76 2 Asset Builder (option)OMSABD 1 USD 924.80 3 Facilities Domain DOM001 1 USD 3,498.23 4 Parks & Recreation Domain DOM004 1 USD 2,312.00 5 Sanitary Sewer Domain DOM005 1 USD 5,548.80 6 Signal Domain DOM006 1 USD 2,774.39 7 Stormwater Domain DOM007 1 USD 4,834.34 8 Transportation Domain DOM008 1 USD 4,161.59 9 Walkability Domain DOM009 1 USD 1,387.20 10 Water Distribution Domain DOM010 1 USD 5,548.80 11 OMS User OMSUSR 100 USD 17,199.00 12 Systems Integration Support Munis UB SYITSU 1 USD 6,867.47 13 Systems Integration Support Tyler EnerGov SYITSU 1 USD 4,577.58 14 Systems Integration Support Execu Time SYITSU 1 USD 1,525.86 15 Systems Integration Support Munis Purchasing SYITSU 1 USD 2,288.79 16 Systems Integration Support Munis HCM SYITSU 1 USD 1,525.86 Term 03 - 10/1/2024 - 9/30/2025 - Subscription TOTAL:USD 78,825.47 City of Coppel, TX / 01/19/2023 Page 4 of 20 Term 04 - 10/1/2025 - 9/30/2026 - Subscription No.Product Code Quantity Price 1 OMS Plus OMSPLS 1 USD 14,775.56 2 Asset Builder (option)OMSABD 1 USD 971.04 3 Facilities Domain DOM001 1 USD 3,775.67 4 Parks & Recreation Domain DOM004 1 USD 2,427.60 5 Sanitary Sewer Domain DOM005 1 USD 5,826.24 6 Signal Domain DOM006 1 USD 2,913.11 7 Stormwater Domain DOM007 1 USD 5,111.78 8 Transportation Domain DOM008 1 USD 4,369.67 9 Walkability Domain DOM009 1 USD 1,456.56 10 Water Distribution Domain DOM010 1 USD 5,826.24 11 OMS User OMSUSR 100 USD 18,058.95 12 Systems Integration Support Munis UB SYITSU 1 USD 7,210.84 13 Systems Integration Support Tyler EnerGov SYITSU 1 USD 4,806.46 14 Systems Integration Support Execu Time SYITSU 1 USD 1,602.15 15 Systems Integration Support Munis Purchasing SYITSU 1 USD 2,403.23 16 Systems Integration Support Munis HCM SYITSU 1 USD 1,602.15 Term 04 - 10/1/2025 - 9/30/2026 - Subscription TOTAL:USD 83,137.25 Summary By Term - Includes Services & Subscriptions _____________________________________________________________________________________________________________________________ Total Term 1 USD 47,693.45 Total Term 2 USD 74,719.00 Total Term 3 USD 78,825.47 Total Term 4 USD 83,137.25 City of Coppel, TX / 01/19/2023 Page 5 of 20 Investment Notes: •Any Customer Purchase Order, Contract, and/or Agreement must reference Cartegraph Master Agreement: MA-22-06456. •Purchasing the Solutions presented herein through any alternative procurement method will require a revised price proposal which may include an associated price adjustment. •When attached to this Agreement, the Services specified in Addendum B - Services Scope of Work provide implementation and configuration support for Cartegraph's proprietary technology products and are not, nor do they result in, work product or works for hire. •The preprinted terms of a purchase order or any other similar document will not apply to or modify this Master Agreement or any other mutally agreed upon autorenewal thereof. •Prices may include discounts, concessions, or incentives that are only applicable to this transaction and should not be assumed for future purchases. •Prices do not include any taxes that may apply at the time of invoicing. If applicable, any such taxes are the responsibility of Customer and will appear on the respective invoice. •Prices do not include any applicable Esri ArcGIS licenses. •Prices are in U.S. Dollars ($USD). •Prices for the Initial Term are valid only if this Master Agreement is executed by 6/12/2023. City of Coppel, TX / 01/19/2023 Page 6 of 20 Payment In consideration for the Solutions provided by Cartegraph to Customer, Customer agrees to pay Cartegraph the Fees as described below: DELIVERY Upon execution of this Master Agreement, Cartegraph will provide the Solution Subscriptions and/or Solution Services as detailed in the Investment Summary. SOLUTION SUBSCRIPTION INVOICING Customer shall be provided with the ability to access and use the Solution Subscriptions upon execution of this Master Agreement. The payment for the initial term is due upon execution of the Master Agreement. Payment for any subsequent renewal terms will be due in annual installments as specified herein and prior to the anniversary of the initial term in the amount(s) that follow: • Term 1: $47,693.45 • Term 2: $74,719.00 • Term 3: $78,825.47 • Term 4: $83,137.25 PAYMENT •All payments are due Net 30 days from date of invoice. •All payments are to be in U.S. Dollars ($USD). •For customers within the United States, any applicable taxes required at the time of invoice will be determined based on the laws and regulations of the taxing authority(s) governing the "Customer Address" identified herein. TERMINATION FOR NON-APPROPRIATION. For public governmental Customers, if funds are not appropriated or otherwise made available to support the continuation of its obligations under this agreement, this Contract will be terminated automatically as of the beginning of the period for which funds are not available. Customer’s fiscal year ends on September 30 of each year, it shall be subject to Council budget approval of the City of Coppell providing for or covering such contract items as an expenditure therein. Customer does not represent that said budget item will actually be adopted as this determination is within the sole discretion of the City Council. Customer shall provide sixty (60) days written notice to Cartegraph of such non-appropriation of funds, and this Agreement shall terminate, provided, however, that each party shall remain liable for all obligations accrued up to the date of such termination and any work performed to date shall be paid. City of Coppel, TX / 01/19/2023 Page 7 of 20 Acceptance BY SIGNING BELOW, EACH PARTY AGREES THAT 1) ITS SIGNATORY HAS THE AUTHORITY TO BIND THEIR PARTY TO THIS OBLIGATION, AND 2) THAT ALL USE AND ACCESS TO THE SOLUTION SUBSCRIPTION AND/OR SOLUTION SERVICES DESCRIBED HEREIN  SHALL BE GOVERNED BY THE TERMS AND CONDITIONS IN THE FOLLOWING ORDER OF PRECEDENCE A) A CUSTOMER AGREEMENT (IF APPLICABLE), B) THIS MASTER AGREEMENT AND ALL AGREEMENTS AND ADDENDUMS SPECIFICALLY REFERENCED HEREIN, AND C) THE CARTEGRAPH SOLUTIONS AGREEMENT. Cartegraph Systems LLC: By: (Signature) (Print Name) Title: Date: City of Coppell, TX: By: (Signature) (Print Name) Title: Date: City of Coppel, TX / 01/19/2023 Page 8 of 20 ADDENDUM A Solutions Agreement Last Modified: 01/14/2022 This Cartegraph Solutions Agreement (“Agreement”) is a contract between Cartegraph Systems LLC, a Delaware corporation, having its principal place of business at 3600 Digital Drive, Dubuque, Iowa 52003 (“Cartegraph”) and you, or if you represent an entity or other organization, that entity or organization, (in either case, the “Customer”). Cartegraph and Customer may be referred to in this Agreement collectively as the “parties” or individually as a “party.” Cartegraph provides certain hosted operations management and asset management solutions (the “Cartegraph Solutions” or “Solutions”). Customer desires to purchase a subscription to access and use certain of the Cartegraph Solutions for Customer’s own internal use and operations. This Agreement sets forth the terms and conditions under which Cartegraph will agree to provide Customer with a subscription to access and use those Solutions specified in written Purchase Agreements referencing this Agreement entered into by Cartegraph and Customer (each, a “Purchase Agreement”) and perform those services specified in each Purchase Agreement (the services provided by Cartegraph under this Agreement, including the services made available through the Solutions, the “Services”). All access to and use of the Solutions and the performance of all Services are subject to the terms of this Agreement. This Agreement includes any Purchase Agreement entered into by the parties referencing this Agreement and any written Addendum attached to a Purchase Agreement, including descriptions of any Solutions or Services (each, an “Addendum”), all of which are hereby incorporated into and made a part of this Agreement. Unless you later enter into any other Agreement with Cartegraph regarding the Solutions and Services, this Agreement is the complete and exclusive statement of the agreement between the parties and supersedes any proposal or prior agreement, oral or written, and any other communications between the parties, in relation to the subject matter of this Agreement. Terms used in this Agreement will have the definitions given in this Agreement or, if not defined in this Agreement, will have their plain English (US) meaning. PLEASE CAREFULLY READ THIS AGREEMENT. BY ACCEPTING THIS AGREEMENT, THROUGH THE EXECUTION OF A PURCHASE AGREEMENT THAT REFERENCES THIS AGREEMENT, OR BY CLICKING A BOX THAT STATES THAT YOU ACCEPT OR AGREE TO THIS AGREEMENT, YOU AGREE THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, OR DO NOT MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT OR ANY PURCHASE AGREEMENT, CARTEGRAPH IS NOT WILLING TO PROVIDE YOU, AS CUSTOMER, WITH ACCESS TO OR USE OF CARTEGRAPH SOLUTIONS OR SERVICES, AND YOU MUST NOT ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES. IF YOU ACCESS OR USE CARTEGRAPH SOLUTIONS OR SERVICES, YOU ACKNOWLEDGE THAT YOU MEET THE QUALIFICATIONS INCLUDED IN THIS AGREEMENT AND ANY PURCHASE AGREEMENT, AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS HEREIN. 1.TERM. The term of this Agreement shall begin upon the execution of an initial Purchase Agreement under this Agreement and, unless earlier terminated as permitted herein, shall continue for the period of time specified in that Purchase Agreement (“Initial Term”). The execution of any subsequently added Purchase Agreement under this Agreement shall not extend the Initial Term unless otherwise expressly stated in that Purchase Agreement. Unless otherwise stated in an applicable Purchase Agreement under this Agreement, the Initial Term of this Agreement shall automatically renew for successive additional 1 year renewal periods (each, a “Renewal Term”) unless either party provides the other party with written notice of its intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. 2. SOLUTIONS. 2.1 FUNCTIONALITY. The Solutions will include the functionality described in the applicable Purchase Agreement or Addendum for each Solution. Cartegraph may from time to time update, change, or revise the functionality of the Solutions, provided the functionality of the Solutions is not materially decreased from that described in the applicable Purchase Agreement or Addendum to a Purchase Agreement. City of Coppel, TX / 01/19/2023 Page 9 of 20 2.2 SUBSCRIPTION. Subject to the terms and conditions of this Agreement, during the term of this Agreement Cartegraph will provide Customer with a non-exclusive, non-transferable, and non-sublicensable subscription to allow employees and independent contractors of Customer (“Users”) to access and use the Solutions, solely for purposes of Customer’s own internal use and operations. If Customer has purchased a per-user subscription, as indicated in the applicable Purchase Agreement, only the finite number of subscriptions indicated in each applicable Purchase Agreement have been purchased by Customer and only that finite number of Users may access and use the Solutions at any given time. If Customer has purchased an unlimited subscription, as indicated in the applicable Purchase Agreement, all Users associated with Customer are permitted to access and use the Solutions at any given time. In either case, the subscription applies only to the Users and does not allow access to or use of the Solutions by any affiliated entities or organizations, or any other entity unless approved in advance by Cartegraph in writing. 2.3 ACCESS. Customer may access the Solutions solely through the account established for Customer (an “Account”). Customer will be permitted to establish user identifications and passwords through which individual Users may access the Solutions through Customer’s Account (“User IDs”). Each User ID is issued to a specific User and may be used only by that User. Customer will ensure that all information about each User provided to Cartegraph in connection with establishing each User ID is accurate and complete and will maintain that information as accurate and complete throughout the term of this Agreement. Customer is and will remain solely responsible for all use of the Solutions by any User and for compliance by each User with the applicable terms of this Agreement. If Customer authorizes an independent contractor or consultant as a User, in addition to being responsible for such independent contractor’s or consultant’s actions as a User, Customer shall also require such independent contractor or consultant to agree to terms at least as protective of the Solutions as those contained in this Agreement prior to being granted access to the Solutions. Customer will ensure the security and confidentiality of each User ID and will use commercially reasonable efforts to prevent unauthorized access to or use of the Solutions. Customer will notify Cartegraph promptly of any such unauthorized access or use of the Solutions or if any User ID is lost, stolen, or otherwise compromised. Customer acknowledges that Customer is and will remain fully responsible for all costs, fees, liabilities, or damages incurred through any access to or use of the Solutions through Customer’s Account or by any User (whether lawful or unlawful) and that any Services used or transactions facilitated through Customer’s Account or under any User ID will be deemed to have been completed by Customer. In no event will Cartegraph be liable for the foregoing obligations or any failure by Customer to fulfill such obligations. 2.4 RESTRICTIONS. The Solutions, the software, hardware, databases, and other technology used by or on behalf of Cartegraph to provide the Solutions (the “Cartegraph Technology”), and their structure, organization, and underlying data, information, and source code, constitute valuable trade secrets of Cartegraph and its licensors. As a condition to the use of and access to the Solutions, Customer will not, and will not permit any User or other third party to: (a) access or use the Solutions except as expressly permitted by this Agreement; (b) access or use the Cartegraph Technology directly, except through the Solutions as expressly provided in this Agreement; (c) use the Solutions in any unlawful or illegal manner or in any other manner that could damage, disable, overburden or impair the Cartegraph Technology; (d) use automated scripts to collect information from or otherwise interact with the Cartegraph Technology; (e) alter, modify, reproduce, create derivative works of the Cartegraph Technology; (f) distribute, sell, resell, lend, loan, lease, license, sublicense, transfer, or otherwise make available the Solutions or any of Customer’s rights to access or use the Solutions or any Service to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code or method of operation of or any trade secrets embodied in the Cartegraph Technology; (h) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Cartegraph Technology; (i) use the Cartegraph Technology for purposes of monitoring their availability, performance or functionality, or for any other benchmarking, business intelligence, data mining, or competitive purposes; or (j) interfere in any manner with the operation or hosting of the Cartegraph Technology. 2.5 THIRD PARTY OFFERINGS. Customer agrees and acknowledges that certain portions of the Solutions may be provided by third-party providers (“Third-Party Offerings”). Customer’s access to and use of any Third-Party Offering is also subject to any other agreement separate from this Agreement that Customer may enter into (or may have entered into) relating to those Third-Party Offerings (“Third Party Terms”). In addition to the terms of this Agreement, access to and use of each Third-Party Offerings is also subject to the terms and conditions of any Third-Party Terms applicable to that Third-Party Offering. Except as set forth in this Agreement, any applicable Third-Party Terms will control in the event of a conflict between the terms of this Agreement and those Third-Party Terms. Except as expressly set forth in any Third-Party Terms, You are granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Third Party Offerings. 3. SERVICES. City of Coppel, TX / 01/19/2023 Page 10 of 20 If Customer enters into a Purchase Agreement, including any applicable Addendum specifying any of the following Services, Cartegraph will use commercially reasonable efforts to provide those Services to Customer during the term of this Agreement. All such Services are provided subject to the terms and conditions of this Agreement. Cartegraph has no obligation to provide any of the following Services unless specified in a Purchase Agreement or Addendum to this Agreement. 3.1 ON-SITE INSTALLATION SERVICES. Cartegraph will provide Customer with deployment and installation Services for the Solutions if indicated in a Purchase Agreement (“On-Site Installation Services”). On-Site Installation Services will be subject to scheduling in cooperation with Customer. Customer will provide all equipment and hardware stated in such Purchase Agreement, and any additional equipment and hardware reasonably necessary for the operation of the Solutions. Customer shall be responsible for maintaining the equipment and hardware, which shall include providing sufficient resources (e.g., electricity, HVAC, or other resources) necessary for the equipment and hardware to properly operate. Cartegraph’s warranties and indemnification obligations contained in this Agreement shall be limited to the extent that such obligation arises from Customer’s equipment and hardware. Customer shall coordinate with Cartegraph to provide Cartegraph with the level of access to the equipment and hardware to perform On-Site Installation Services and any other Services as specified in a Purchase Agreement. If no level of access is specified in a Purchase Agreement, then all access by Cartegraph to the equipment and hardware shall be remote access. Unless otherwise specified in a Purchase Agreement, Cartegraph shall have no obligation to perform the On-Site Installation Services, or any other Services, on Customer’s premises. If Cartegraph determines that it is necessary to perform any Services on Customer’s premises, Cartegraph shall first receive approval from Customer prior to performing such Services on Customer’s premises. Cartegraph shall have no responsibility to Customer for any liability to the extent that such liability arises from Customer’s failure to provide Cartegraph sufficient or timely access to the equipment or hardware. Customer understands that Customer does not receive any rights to the Cartegraph Technology separate and apart from Customer’s right to access the Solutions installed on-site by Cartegraph as described in this Agreement. If Customer requires additional rights to access the Solutions, Customer shall obtain Cartegraph’s prior written consent. Upon termination or expiration of this Agreement, Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Technology then in Customer’s possession or control and certify in writing signed by an officer of Customer that it has fully complied with the foregoing obligations. 3.2 SUPPORT SERVICES. Cartegraph will provide Customer with support Services for the Solutions as specified in Addendum A if such Addendum is attached to a Purchase Agreement (“Support Services”). 3.3 FIELD SERVICES. Cartegraph will provide Customer with the field implementation Services for the Solutions as specified in Addendum B if such Addendum is attached to a Purchase Agreement (“Field Services”). Field Services will be subject to scheduling in cooperation with Customer. 3.4 DATA SERVICES. Cartegraph will provide Customer with the data collection Services for the Solutions as specified in Addendum C if such Addendum is attached to a Purchase Agreement (“Data Services”). Data Services will be subject to scheduling in cooperation with Customer. 3.5 PROFESSIONAL SERVICES. Cartegraph will perform any additional professional Services relating to the Solutions (“Professional Services”) if specified in any written statement of work mutually agreed to by both parties under this Agreement. Cartegraph will perform all Professional Services at the rates for those Professional Services set forth in each applicable statement of work, or, if no rates are set forth in an applicable statement of work, at Cartegraph’s then-current rates for those Professional Services. Professional Services shall be performed during the working hours stated in the statement of work applicable to those Professional Services, or, if no working hours are stated, the Professional Services will be provided during the hours of 7:00 a.m. to 7:00 p.m., Central Standard or Central Daylight Time, whichever is applicable, Monday through Friday excluding holidays. 4. SOFTWARE. Cartegraph may provide Customer with software in connection with the Solutions (“Software”). Unless any Software provided by Cartegraph in connection with the Solutions is subject to a license or other agreement separate from this Agreement that Customer has entered into (or may enter into) with Cartegraph (a “Software License Agreement”), Cartegraph grants Customer a limited, non-exclusive, non-transferrable, non-assignable, license solely to install and execute the Software in accordance with the instructions provided by Cartegraph for Customer’s own internal use and operations in connection with Customer’s access to and use of the Solutions. Except as expressly set forth in the foregoing sentence (or any applicable Software License City of Coppel, TX / 01/19/2023 Page 11 of 20 Agreement), Customer is granted no licenses or rights, whether by implication, estoppel, or otherwise, in or to any Software, and Customer may not modify, reproduce, perform, display, create derivative works from, republish, post, transmit, transfer, sell, distribute, or in any way exploit any Software without the prior written permission of Cartegraph. Except as set forth in this Agreement, the terms of any Software License Agreement will control in the event of a conflict between the terms of this Agreement and that Software License Agreement. Customer agrees that use of the Software is limited as described in the Purchase Agreement, as either: (1) Browser Based User – Each browser-based User is defined by User ID; or For Server Software – One copy of Software for each server. Customer agrees that Cartegraph may audit Customer’s Software usage remotely or on-site upon reasonable notice and during standard business hours. Prevention of audit by Customer may be grounds for termination of this Agreement. Cartegraph and its licensors will not be responsible to Customer for loss of use of any Software or for any other liabilities arising from alterations, additions, adjustments, or repairs which are made to any Software by Customer or other third parties. Cartegraph reserves the right to terminate the licenses granted to any Software or any Services provided in connection with that Software upon written notice to Customer if any such alteration, addition, adjustment, or repair adversely affects Cartegraph’s ability to render Services. 5. FEES AND PAYMENT. 5.1 FEES. Customer agrees to pay Cartegraph all fees specified in any Purchase Agreement and as otherwise specified in this Agreement (“Fees”). 5.2 PAYMENT. All Fees will be invoiced in advance in accordance with the terms applicable to such Fees. If no terms for an applicable Fee are set forth in the applicable Purchase Agreement, such Fees will be invoiced on a monthly basis following the end of the month in which they were incurred. All Fees as set forth on each invoice issued by Cartegraph under this Agreement will be due and payable by Customer in immediately available U.S. funds within 30 days of the date of invoice. If Customer has not made payment within 30 days of the date of invoice, Customer shall be in default. Customer’s default will constitute sufficient cause for Cartegraph to suspend Customer’s access to the Solutions or any Services upon notice to Customer. All Fees will be non- refundable once paid to Cartegraph (including upon any termination or suspension of this Agreement). Until paid in full, all past due amounts will bear an additional charge of the lesser of 1½% per month or the maximum amount permitted under applicable law. If Cartegraph requires use of collection agencies, attorneys, or courts of law for collection on Customer’s account, Customer will be responsible for those expenses. Customer will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement. 5.3 TAXES. The Fees do not include any local, state, provincial, federal or foreign taxes, levies, assessments, duties, or other governmental charges of any kind or nature, including, without limitation, any value-added tax (VAT), stamp or other similar tax, social security (or local equivalent), state or regional tax, or income or other federal tax (“Taxes”). Customer is responsible for paying all Taxes that may be imposed by way of the performance of either party under this Agreement, excluding only Taxes based on Cartegraph's net income. If Cartegraph is found or deemed to have a legal obligation to pay or collect any Taxes for which Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Cartegraph with a valid tax exemption certificate authorized by the appropriate taxing authority. 5.4 FEE INCREASES. Cartegraph may increase the Fees applicable to Customer to the then-current prices for the next Renewal Term by providing notice of such increase at least 60 days before the beginning of such Renewal Term. If after receiving such notice Customer wishes not to renew the Agreement for the next Renewal Term, Customer must provide written notice to Cartegraph of Customer’s intent not to renew this Agreement at least 60 days before the end of the Initial Term or any such Renewal Term. 5.5 EXPENSES. Customer shall reimburse Cartegraph for reasonable expenses incurred during the provision of Services. Reasonable expenses include, but are not limited to, travel, lodging, and meals. Expenses are billed based on actual costs incurred. Estimated expenses shall be included in each Purchase Agreement. Cartegraph shall not exceed the estimated expenses without written approval from Customer. 6. TERMINATION. 6.1 TERMINATION FOR CAUSE. Either party may terminate this Agreement immediately upon notice to the other party if the other party: (a) materially breaches this Agreement and fails to remedy such breach within 30 days after receiving notice of the breach from the other party; (b) City of Coppel, TX / 01/19/2023 Page 12 of 20 materially breaches this Agreement in a manner that cannot be remedied; or (c) commences bankruptcy or dissolution proceedings, has a receiver appointed for a substantial part of its assets, or ceases to operate in the ordinary course of business. 6.2 SERVICE DISCONTINUANCE. If Cartegraph at any time discontinues offering any Solutions or any Services to customers, Cartegraph will give Customer reasonable advance notice of such discontinuation. Upon such date of discontinuation, Cartegraph will have the right to terminate this Agreement as to those Solutions or Services upon notice to Customer. As of the date of termination, Cartegraph will credit to Customer, on a pro-rated basis, any pre-paid Fees under this Agreement and Cartegraph shall have no further obligation to provide the Solutions or any Service under this Agreement. 6.3 SUSPENSION. Without limiting Cartegraph’s right to terminate this Agreement, Cartegraph may suspend Customer’s access to the Solutions or any Services upon notice to Customer following any breach of this Agreement if deemed reasonably necessary by Cartegraph to prevent any damage, injury, or harm to Cartegraph, the Cartegraph Technology, any other Cartegraph customer, or any third party. 6.4 EFFECT OF TERMINATION. All Purchase Agreements shall terminate immediately upon termination of this Agreement. Upon termination or expiration of this Agreement for any reason, and following any applicable Transition Period: (a) Cartegraph may cease providing access to all Solutions and Services under this Agreement; (b) all subscriptions and other rights and licenses granted to Customer under this Agreement will terminate; (c) Customer will immediately cease all use of and access to all Solutions and Services; (d) all Fees and other amounts then owed by Customer under this Agreement will become immediately due and payable to Cartegraph; (e) Customer will immediately either return to Cartegraph or, at Cartegraph's discretion, destroy any Cartegraph Data and Cartegraph Confidential Information (each as defined below) then in Customer’s possession or control; and (f) Cartegraph will either return to Customer or, at Customer's discretion, destroy any Customer Data and Customer Confidential Information) then in Cartegraph’s possession or control. The following Sections will survive termination or expiration of this Agreement for any reason: 5 (Fees and Payment), 6.4(Effect of Termination), 7 (Ownership), 10 (Disclaimer), 11 (Indemnification), 12 (Limitation on Liability), 14 (Confidentiality), 15 (Governing Law), 16 (Non-Solicitation), 17 (Force Majeure), 18 (Notice), and 19 (Additional Terms). 6.5 TRANSITION SERVICES. Except in the case of a termination under Section 6.1 by Cartegraph, at any time prior to the effective date of any termination or expiration of this Agreement, Customer may request that Cartegraph continue to provide Customer with any Services then provided under this Agreement for purposes of transitioning and migrating Customer off of the Solutions (“Transition Services”). Upon such request, the parties will develop a mutually agreed to transition plan describing the Transition Services and each party’s respective obligations in connection with the transition and migration of Customer off of the Solutions (“Transition Plan”). Cartegraph will provide the Transition Services for the period agreed to in the Transition Plan, such period not to exceed 180 days following termination or expiration of this Agreement (the “Transition Period”). Customer will compensate Cartegraph for all Transition Services at rates specified in the Transition Plan or, if no rates are agreed upon by the parties prior to the performance of the Transition Services, at Cartegraph’s then current rates for the Services. All Transition Services will otherwise be subject to the terms of this Agreement. 7. OWNERSHIP. Cartegraph retains all right, title, and interest in and to the Solutions, Cartegraph Technology, Cartegraph Data, any additions, improvements, updates, new versions, or other modifications thereto created by either party, whether or not through the Services, alone, jointly, or with any third party, and all IPR (as defined below) therein and related thereto. Customer does not receive any ownership interest in or to any of the foregoing, and no right or license is granted to Customer to use any of the foregoing apart from Customer’s right to access and use the Solutions under this Agreement. Customer will perform all acts reasonably necessary to assist Cartegraph in perfecting and defending Cartegraph’s ownership interest in any of the foregoing. Without limiting the foregoing, Customer agrees to and does hereby make all assignments necessary to provide Cartegraph with the ownership rights set forth in this Section. All names and logos associated with the Solutions and other Services are trademarks of Cartegraph (or its third-party providers) and no right or license is granted to Customer to use them. Any rights not expressly granted to Customer hereunder are reserved by Cartegraph. Customer will not remove or alter any proprietary rights legend on the Solutions, Cartegraph Technology, or Cartegraph Data. For purposes of this Agreement, “IPR” means any and all intellectual property and other proprietary rights throughout the world, including, all copyrights, trademarks, service marks, trade secrets, patent rights, moral rights, rights in data and databases, and contract rights. 8. DATA. City of Coppel, TX / 01/19/2023 Page 13 of 20 8.1 CUSTOMER DATA. As between Customer and Cartegraph, Customer retains ownership of all data, information, and other content provided to Cartegraph or through the Solutions by or on behalf of Customer (“Customer Data”). Customer is responsible for all Customer Data, including the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Customer will obtain and maintain all authorizations, approvals, permissions, and other rights necessary for Cartegraph to use and process all Customer Data in the performance of the Services and any other obligations of Cartegraph under this Agreement. Customer will maintain an adequate back-up of all Customer Data and, except for any express obligations of Cartegraph to maintain back-up copies of Customer Data, Cartegraph will not be responsible or liable for any deletion, correction, destruction, damage, loss, or failure to store or back-up any of Customer Data. 8.2 CARTEGRAPH DATA. As between Cartegraph and Customer, Cartegraph retains ownership of all data, information, and other content provided to Customer through the Solutions and the other Services, excluding any Customer Data (“Customer Data”). Subject to the terms of this Agreement, Customer may access the Cartegraph Data without modification solely for Customer’s own internal business purposes in connection with Customer’s use of and access to the Solutions. Cartegraph uses commercially reasonable measures to ensure the accuracy and reliability of all Cartegraph Data, but except as expressly provided herein Cartegraph will not be responsible for any erroneous data, information, or content provided through the Solutions. Except as expressly provided in this Agreement, Customer is granted no rights in or to the Cartegraph Data. 8.3 DATA SECURITY. Cartegraph shall establish and maintain during the term an information security policy providing for reasonable administrative, technical, physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Customer Data in the possession or control of Cartegraph, which safeguards and measures are compliant with applicable federal, state, provincial, or local laws, rules, and regulations (“Laws”). Customer will establish and maintain during the term reasonable and appropriate administrative, technical, and physical safeguards and security measures designed to protect against the unintended or unauthorized destruction, loss, alteration, or access of any Cartegraph Data in the possession or control of Customer, which safeguards and measures are consistent with applicable Laws. Each party will promptly notify the other party of any data security breach or similar incident that has, or might have, compromised the privacy or security of any Customer Data or, in the case of Customer, any Cartegraph Data in the possession or control of such party. Each party will indemnify and hold harmless the other party from and against any damages or losses asserted against or incurred by the other party arising out of or related to a breach of a party’s data security obligations. 8.4 DATA PRIVACY. Cartegraph may use and disclose data and information collected through the operation of the Solutions solely as described in this Agreement and in Cartegraph’s then-current privacy policy applicable to the Solutions. Notwithstanding anything to the contrary in the privacy policy, Cartegraph will have the right to collect and analyze non-personal information (data or information that does not identify an entity or natural person as the source thereof) resulting from Customer’s access to and use of the Solutions. To the extent any such non-personal information is collected or generated by Cartegraph, the data and information may be used by Cartegraph, or its permitted service providers, for any lawful business purpose, provided that the data and information is used only in an aggregated form, without directly identifying Customer, or any other User, as the source thereof. 9. REPRESENTATIONS AND WARRANTIES. 9.1 GENERAL. Each party represents, warrants, and covenants to the other party that: (a) it has and will continue to have during the term hereof, all rights, power, and authority necessary to enter into this Agreement and perform all of its obligations under this Agreement; (b) the performance of its obligations under this Agreement does not and will not violate any Law applicable to such party’s performance, any rights of any third party, or any agreement by which such party is bound; and (c) it will procure all rights, certificates, licenses, permits, or other approvals required for its performance under this Agreement. 9.2 PERFORMANCE. During the term of this Agreement, Cartegraph represents and warrants to Customer that Cartegraph will use commercially reasonable efforts to maintain and verify that the Solutions operate in accordance with the applicable documentation for the Solutions provided to Customer by Cartegraph and in accordance with any other levels of performance specified in this Agreement or applicable Purchase Agreement. Cartegraph’s sole obligation and Customer’s sole and exclusive remedy in the event of any failure of the Solutions to comply with any such performance levels will be for Cartegraph to, at its option: (a) remedy the failure or re-perform the affected Services; or (b) refund Customer the portion of any Fees applicable to the portion of the Solutions subject to the failure. City of Coppel, TX / 01/19/2023 Page 14 of 20 9.3 NON-INFRINGEMENT. Cartegraph represents and warrants to Customer that the use by Customer of the Solutions during the term and in accordance with this Agreement (the “Covered Services”) will not infringe any third party U.S. patent or copyright or misappropriate any third party trade secret in existence under any Laws of any state within the U.S. As Cartegraph’s sole obligation and Customer’s sole and exclusive remedy for of any failure by Cartegraph to comply with the foregoing sentence, Cartegraph will defend Customer against any such failure as set forth in Section 11.2. 10. DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SOLUTIONS AND ALL SERVICES UNDER THIS AGREEMENT, AND ALL CARTEGRAPH DATA PROVIDED THROUGH THE SOLUTIONS OR THOSE SERVICES, ARE PROVIDED TO CUSTOMER STRICTLY “AS IS” AND “AS AVAILABLE” AND CARTEGRAPH AND ITS PROVIDERS EXPRESSLY DISCLAIM, AND CUSTOMER DISCLAIMS ANY RELIANCE ON, ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND WITH REGARD THERETO OR TO ANY OTHER SUBJECT MATTER OF THIS AGREEMENT, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AVAILABILITY OR ERROR-FREE OPERATION. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CARTEGRAPH, ITS EMPLOYEES, DISTRIBUTORS, DEALERS, OR AGENTS WILL INCREASE THE SCOPE OF, OR CREATE ANY NEW WARRANTIES IN ADDITION TO, THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT. 11. INDEMNIFICATION. 11.1 GENERAL. Each party (the “Indemnifying Party”) will defend the other party and its officers, directors, employees, and agents (its “Related Parties”) from and against any claim, allegation or action (any “Action”) brought against the other party or one of its Related Parties by a third party (other than by the other party itself or another of its Related Parties) to the extent relating to, resulting from, or arising out of the gross negligence or willful misconduct of the Indemnifying Party in the performance (or failure to perform) any of its obligations under this Agreement. The Indemnifying Party will further pay those losses, liabilities, damages, fees, expenses, and costs (including reasonable attorneys' fees and court costs) (“Losses”) finally awarded against the other party or one of its Related Parties in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 11.2 NON-INFRINGEMENT. Cartegraph will defend Customer from and against any Action brought against Customer by a third party (other than a Customer Related Party) that the use by Customer of the Covered Services infringes any U.S. patent, or copyright or misappropriates any trade secret in existence under any Laws of any state within the U.S. Cartegraph will pay those Losses finally awarded against Customer in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. If Customer is, or Cartegraph reasonably believes Customer may be, enjoined from using any Covered Service due to an Action covered by this Section, Cartegraph may procure the right for Customer to continue using the Covered Service, replace or modify the Covered Service so that it becomes non-infringing, or terminate this Agreement and provide Customer a refund of any pre-paid amounts applicable to the Covered Service (if any). Cartegraph will have no obligation under this Section or otherwise with respect to any Action or Losses in the case of: (a) any use of any Covered Service other than by Customer; (b) any use of any Covered Service not under and in accordance with this Agreement; (c) any use of any Covered Service in combination with products, equipment, services, processes, software, data or information not supplied by Cartegraph; or (d) any modification of or enhancement to any Covered Service other than by Cartegraph. This Section constitutes Cartegraph’s sole and exclusive liability, and Customer’s sole and exclusive remedy, for any infringement or misappropriation of IPR or any other rights relating to the solutions. 11.3 BY CUSTOMER. Customer will defend Cartegraph and its Related Parties from and against any Action brought against Cartegraph or one of its Related Parties by a third party (other than by Cartegraph or another Cartegraph Related Party) to the extent relating to, resulting from, or arising out of any: (a) any violation of any Law caused by the use of or access to the Solutions by Customer; or (b) any claim or allegation by a User or other third party relating to use of or access to the Solutions or any Services by Customer. Customer will only pay those Losses finally awarded against Cartegraph in any such Action or those Losses agreed to in a monetary settlement of such Action, as applicable. 11.4 CONDITIONS. All obligation of each party to defend or indemnify the other party or any Related Party under this Agreement are conditioned upon the party seeking defense or indemnification (the “Indemnified Party”) providing the other party with: (a) prompt notice of any such claim for indemnification or defense after receiving notice thereof; (b) sole control over the defense and settlement of City of Coppel, TX / 01/19/2023 Page 15 of 20 such claim, provided that any settlement that will require the other party to assume any liability other than the payment of monies will be subject to the other party’s prior written consent; and (c) reasonable assistance in such defense or settlement (at the indemnifying or defending party’s expense). 12. LIMITATION ON LIABILITY. IN NO EVENT WILL CARTEGRAPH BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE), ARISING IN ANY WAY IN CONNECTION WITH OR OUT OF THIS AGREEMENT, INCLUDING THE USE OF OR ACCESS TO THE SOLUTIONS OR ANY SERVICES OR THE CARTEGRAPH TECHNOLOGY (OR ANY CARTEGRAPH DATA), EVEN IF CARTEGRAPH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING ANY LOSS OF DATA, OPPORTUNITY, LOSS OF REVENUES OR PROFITS, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE SERVICES. CARTEGRAPH’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT, THE SOLUTIONS, AND ALL SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT EXCEED THE FEES PAID TO CARTEGRAPH HEREUNDER IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING CAUSE TO SUCH LIABILITY. CUSTOMER AGREES THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND ACKNOWLEDGE THAT CARTEGRAPH WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. IN JURISDICTIONS WHERE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES IS NOT PERMITTED, CARTEGRAPH’S LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. 13. INSURANCE. If Cartegraph will provide Services at Customer’s location, Cartegraph will carry commercial general liability insurance with a limit of $1,000,000 per occurrence and a $2,000,000 aggregate limit, business auto liability insurance with a limit of $1,000,000 and workers compensation insurance with statutory coverage. 14. CONFIDENTIALITY. 14.1 PROTECTION. The parties expect to share information with each other related to the business and activities identified in this Agreement (“Purpose”). Each party (the “Receiving Party”) may from time to time receive or otherwise obtain data or information regarding the business, finances, services, or technology of the other party (the “Disclosing Party”), including, without limitation, technical, advertising, marketing, sales, financial, pricing, employee, customer, and planning information, or any other information that by its very nature the Receiving Party should know is confidential (“Confidential Information”). The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or permitted contractors of the Receiving Party who have a need to know such Confidential Information for purposes of this Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty hereunder. The Receiving Party will protect the Disclosing Party’s Confidential Information in the same manner as the Receiving Party protects its own confidential information of a similar nature and with no less than reasonable care. 14.2 CONFIDENTIAL OR PROPRIETARY INFORMATION. Confidential Information means all trade secrets or proprietary information conveyed by one party to the other as defined below. Each party will hold in confidence, and will not disclose to any unauthorized personnel, any Confidential Information of the other party. Each party will use such Confidential Information only for the Purpose for which it is intended. Each party deems all software and related documentation provided by the other party to be Confidential Information. For purposes of this Agreement, “Confidential Information” means any data or information that is proprietary to the Disclosing Party and not generally known to the public, whether in tangible or intangible form, whenever and however disclosed, including, but not limited to: (i) any marketing strategies, plans, financial information, or projections, operations, sales estimates, business plans and performance results relating to the past, present or future business activities of such party, its affiliates, subsidiaries and affiliated companies; (ii) plans for products or services, and customer or supplier lists; (iii) any scientific or technical information, invention, design, process, procedure, formula, improvement, technology or method; (iv) any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, flow charts, databases, inventions, information and trade secrets; AND (a) any information marked “Confidential” or “Proprietary” or the like; and (b) any other information that should reasonably be recognized by Receiving Party as Confidential Information of the Disclosing Party. Confidential Information need not be novel, unique, patentable, copyrightable or constitute a trade secret in order to be designated Confidential Information. City of Coppel, TX / 01/19/2023 Page 16 of 20 Information which is orally or visually disclosed by one party to the other, or is disclosed in writing without an appropriate letter, proprietary stamp or legend, will constitute Confidential Information of the releasing party if: (a) it would be apparent to a reasonable person, familiar with the business of the releasing party and the industry in which it operates, that such information is of a confidential or proprietary nature; or (b) The releasing party, within thirty (30) days after such disclosure, delivers to the receiving party a written document describing such information and referencing the place and date of such oral, visual, or written disclosure, and the names of receiving party personnel to whom such disclosure was made. Each party agrees not to use any confidential or proprietary information received by it under this Agreement for any purpose other than the Purpose. Except as otherwise permitted hereunder, each party agrees not to disclose any Confidential Information received by it under this Agreement to any third party, corporation, or other entity without the prior written consent of the other party and shall limit its disclosure to its employees having a need to know such information. Each party will adopt and maintain programs and procedures which are reasonably calculated to protect confidential or proprietary information, and will be responsible to the other party for any unauthorized disclosure or misuse of confidential or proprietary information which results from a failure to comply with this provision. Each party will promptly report to the other party any actual or suspected violation of the terms of this Agreement and will take all reasonable further steps requested by and at the expense of the offended party to prevent, control, or remedy any such violation. 14.3 LIMITATION ON OBLIGATIONS. The Receiving Party’s obligations with respect to any Confidential Information of the Disclosing Party will terminate if such information: (a) was already lawfully known to the Receiving Party as of the Effective Date; (b) is disclosed to the Receiving Party after the Effective Date by a third party who had the right to make such disclosure without any confidentiality restrictions; or (c) is, or through no fault of the Receiving Party becomes, generally available to the public. The Receiving Party may disclose the Confidential Information of the Disclosing Party if compelled or required to do so by a court of competent jurisdiction or other governmental entity having jurisdiction over the Receiving Party, provided that the Receiving Party provides the Disclosing Party with notice of such requirement and provides reasonable assistance to the Disclosing Party in any attempts to contest such disclosure or obtain a protective order or other applicable limitation with respect to such disclosure. In any event, the Receiving Party will be entitled to receive payment of its expenses and costs actually incurred in responding to such disclosure request and will disclose only such portion of any Confidential Information as it is legally compelled or required to disclose. 14.4 OWNERSHIP OF SOFTWARE AND INTELLECTUAL PROPERTY Each party is, and will remain, the exclusive owner, or is the authorized agent of the owner, of its software and other Confidential Information. All patent, copyright, trade secret, trademark, and other intellectual property rights remain solely with the party. No license or conveyance of any such rights to the other party is granted or implied under this Agreement. Use, examination, reproduction, copying, disassembly, decompilation, transfer, reverse engineering, or disclosure to others, in whole or in part, of a party’s software is strictly prohibited except as provided for under this Agreement. 14.5 RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will return to the Disclosing Party or destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control and permanently erase all electronic copies of such Confidential Information promptly upon the request of the Disclosing Party or when such Confidential Information is no longer needed in connection with its performance under this Agreement, whichever comes first. At the Disclosing Party’s request, the Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with the foregoing obligations. 15. GOVERNING LAW. The interpretation of the rights and obligations of the parties under this Agreement, including, to the extent applicable, any negotiations, arbitrations or other proceedings hereunder, will be governed in all respects exclusively by the laws of the state/province where the Customer has its principal place of business. Each party agrees that it will bring any action or proceeding arising from or relating to this Agreement exclusively in a federal or state/provincial court in the state/province where the Customer has its principal place of business, and each party irrevocably submits to the personal jurisdiction and venue of any such court in any such action or proceeding or in any action or proceeding brought in such courts. 16. NON-SOLICITATION. During the term of this Agreement and for a period of 12 months thereafter, Customer will not, directly or indirectly, for itself or on behalf of or in conjunction with any other third party, solicit, induce, hire, contract with, or engage the employment of an employee of Cartegraph, unless Customer: (1) obtains the prior written consent of Cartegraph, as applicable; and (2) pays Cartegraph as applicable a fee to be mutually agreed upon. If Customer directly employs or contracts with an employee of Cartegraph without the prior written consent of Cartegraph, Customer shall pay as damages 2 times the then yearly salary of the employee in question. The parties acknowledge and agree that the foregoing is not intended as a penalty of any kind but as City of Coppel, TX / 01/19/2023 Page 17 of 20 reasonable and adequate compensation to Cartegraph in the event Customer should directly employ or contract with an employee of Cartegraph without the prior written consent of Cartegraph. 17. FORCE MAJEURE. Neither party will be held responsible for failure or delay in the performance of any obligation under this Agreement, with the exception of the obligation to pay Fees, if such failure or delay is due to acts of God, war, terrorism, strikes, boycotts, labor disputes, fire or other loss of facilities, accident or any other cause beyond its control (each, a “Force Majeure”). If the performance of any obligation under this Agreement by either party is prevented, restricted or interfered with by reason of a Force Majeure event, the party whose performance is so affected, upon giving prompt notice to the other party, will be excused from such performance to the extent of such Force Majeure event, provided that the party so affected will take all reasonable steps to avoid or remove such causes of non-performance and will continue performance hereunder with dispatch whenever such causes are removed. 18. NOTICE. All notices, reports, consents, authorizations and approvals to be given by a party hereunder will be in writing and will either be via: (1) hand-delivery; (2) reputable overnight mail service; (3) facsimile transmission, provided that an original copy of a transmission will be delivered by some other means permitted under this Agreement; or (4) certified mail, return receipt requested, to the other party at its respective addresses set forth above. All notices will be effective upon receipt (or when delivery is refused), or 3 business days after being deposited in the mail as required above, whichever occurs sooner. Either party may change its address for notice by giving notice of the new address to the other party. 19. ADDITIONAL TERMS. Unless otherwise amended as provided herein, this Agreement will exclusively govern Customer’s access to and use of the Solutions and all Services and is the complete and exclusive understanding and agreement between the parties, and supersedes any oral or written proposal, agreement or other communication between the parties. Except as expressly set forth in this Agreement, this Agreement may be modified or amended only in writing signed by both parties. If any provision of this Agreement is held to be unenforceable, that provision will be removed to the extent necessary to comply with the law, replaced by a provision that most closely approximates the original intent and economic effect of the original to the extent consistent with the law, and the remaining provisions will remain in full force. Neither this Agreement nor any rights or obligations of Customer hereunder may be assigned without the prior written approval of Cartegraph. Any assignment in violation of the foregoing will be null and void. Cartegraph may assign this Agreement to any party that assumes Cartegraph’s obligations hereunder, including by sale, merger, consolidation, or operation of law or otherwise. Cartegraph may subcontract its obligations under this Agreement, provided that Cartegraph remains responsible for compliance with the applicable terms of this Agreement as to those obligations. The words “include,” “includes” and “including” means “include,” “includes” or “including,” in each case, “without limitation.” All waivers under this Agreement must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. The preprinted terms of a purchase order or any other similar document will not apply to or modify this Agreement. The parties hereto are independent parties, not agents, employees or employers of the other or joint venturers', and neither acquires hereunder any right or ability to bind or enter into any obligation on behalf of the other. In the event of any litigation or other proceeding between the parties relating to this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees and other reasonable costs incurred in connection therewith and in pursuing collection, appeals, and other relief to which that party may be entitled. Customer gives Cartegraph permission to use Customer’s name or logo for public press releases and customer stories. Cartegraph provides the Solutions, including related software and technology, for federal government end use as a "Commercial Item" as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Solutions are provided to the Customer with only those restricted rights as provided under the terms and conditions of this Agreement. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Cartegraph to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. City of Coppel, TX / 01/19/2023 Page 18 of 20 ADDENDUM E Cartegraph OMS Editions Cartegraph OMS supports customers in the operation, maintenance, and management of the following asset domains. By employing these features as applicable, customers can effectively manage and report on the assets that they care about. Indicated below are the capabilities and options available for each OMS Edition at the time this document was prepared, which are subject to change. Essentials Pro Plus Premium Dashboard / Home Screen Included Included Included Included User Management Included Included Included Included Role Management Included Included Included Esri GIS Integration Included Included Included Included Report Viewer Included Included Included Included Library Management Included Included Included Included Standard KPI / ROI gadgets Included Included Included Included Esri Identity-Ready Included Included Included Included Structure Manager Included Included Included Layout Manager Included Included Included Import / Export Included Included Included Record Filter Administration Included Included Included Container / Component Included Included Included Included Embedded Maps Included Included Included Included Report Designer Included Included Included Integration Toolkit Option Option Included Cartegraph for Zapier Option Option Included Included Automation Manager Included Included Notification Manager Included Included Included Routing – Esri Identity Required Included Included Included Included Geocode Options- Esri Identity Required Included Included Included Included Work Task Management Included Included Included Included City of Coppel, TX / 01/19/2023 Page 19 of 20 Work Orders Included Included Task Calendar Included Included Included Included Scenario Builder Option Included Request Request Management Required w/ SeeClickFix Included Included Included SeeClickFix Option Option Option Option Internal Requests Option Included Included Resources Resource Management (LEMV)Included Included Included Included Advanced Material Management Option Included Fleet Management Option Included Included Assets Asset Inventory By Domain/Asset By Domain/Asset By Domain/Asset By Domain/Asset Container / Component Included Included Included Included Preventative Maintenance Plans Included Included Included Asset Condition Manager / Advanced Inspections Required w/ Fleet Mgmt.Included Included Asset Builder Option Option Included City of Coppel, TX / 01/19/2023 Page 20 of 20 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6716 File ID: Type: Status: 2023-6716 Agenda Item Consent Agenda 1Version: Reference: In Control: Engineering 01/17/2023File Created: Final Action: Vehicle Replacement (5) - SilsbeeFile Name: Title: Consider approval to purchase five (5) Interceptor Utility Hybrids from Silsbee Ford through TIPS #210907; for replacement of existing vehicles; as provided for in the Capital Replacement Fund; in the amount of $285,875.00; and authorizing the City Manager to sign all necessary documents. Notes: Sponsors: Enactment Date: Vehicle Purchase Memo.pdf, Silsbee Ford Quote.pdfAttachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6716 Title Consider approval to purchase five (5) Interceptor Utility Hybrids from Silsbee Ford through TIPS #210907; for replacement of existing vehicles; as provided for in the Capital Replacement Fund; in the amount of $285,875.00; and authorizing the City Manager to sign all necessary documents. Summary Fiscal Impact: The fiscal impact of this agenda item is $285,875.00 as provided for in the Capital Replacement Fund. Staff Recommendation: The Public Works Department recommends approval. Page 1City of Coppell, Texas Printed on 1/20/2023 Master Continued (2023-6716) Strategic Pillar Icon: Sustainable Government Page 2City of Coppell, Texas Printed on 1/20/2023 1 MEMORANDUM To: Mayor and City Council From: Kumar Gali, P.E., Assistant Director of Public Works Kent Collins, P.E., Director of Public Works Date: January 24, 2023 Reference: Consider approval to purchase five (5) Interceptor Utility Hybrids from Silsbee Ford through TIPS #210907; for replacement of existing vehicles, as provided for in the Capital Replacement Fund, in the amount of $285,875.00; and authorizing the City Manager to sign all necessary documents. 2040: Sustainable Government Introduction: The purpose of this agenda item is to seek approval from Council for purchase of five Interceptor Utility Hybrids through The Interlocal Purchasing System (TIPS #210907) from Silsbee Ford for replacement of existing Police vehicles. The Ford Interceptor Utility Hybrid is the police version of a Ford Explorer Hybrid. Background: To operate a clean, efficient, and reliable fleet, Public Works sets an initial life expectancy on all vehicles & equipment introduced into the fleet. During its service life, each vehicle & piece of equipment is subject to close monitoring of availability, operating cost, accumulated miles/hours, condition, obsolescence, and the ability to perform required tasks. The vehicles being replaced have reached the end of useful service life and it has been determined that replacement is necessary. Benefit to the Community: These Police vehicles are essential pieces of equipment used by the Police Department to perform their daily duties that provide public safety in the community. 2 Legal Review: The Procurement Division has reviewed the documents and determined that this is an appropriate method of contracting with the vendor. Fiscal Impact: The fiscal impact of this Agenda Item is $285,875.00 as provided for in the Capital Replacement Fund. Recommendation: The Public Works Department recommends approval of this purchase. Prepared by: Phone: Email: Date: A.58 45,776.00$ B. Factory Options Code Bid Price Code Bid Price K8A 1,245.00$ 55F 340.00$ 99W -$ 92G 120.00$ -$ 65U 390.00$ F6 -$ 60A 50.00$ 64E 475.00$ 92R 85.00$ 17A 610.00$ 76D 335.00$ 86T 60.00$ 60R 100.00$ 43D 25.00$ 61B 55.00$ 3,890.00$ (194.50)$ C. Unpublished Options Bid Price Bid Price 7,175.00$ 7,175.00$ D. Floor Plan Interest (for in-stock and/or equipped vehicles):-$ E. Lot Insurance (for in-stock and/or equipped vehicles):-$ F. Contract Price Adjustment:-$ G. Additional Delivery Charge:302 miles 528.50$ H. Subtotal:57,175.00$ I. Quantity Ordered 5 x H =285,875.00$ J. Trade in:-$ K. Total Purchase Price 285,875.00$ 2ND ROW SOLAR TINT REAR AIR CONDITIONING NOISE SUPPRESSION BONDS DARK CAR OBD-II SPLIT CONNECTOR Published Option Discount (5%) Bid Item: FORD INTERCEPTOR UTILITY HYBRID Description INTERCEPTOR UTLITY AWD ALUMINUM WHEELS TAIL LAMP HOUSING VENDOR- Silsbee Ford, 1211 Hwy 96 N., Silsbee TX 77656 CITY OF COPPELLEnd User: Contact: Email: Description Description RHYDER.COWBOYFLEET@GMAIL.COM 409.300.1385 RICHARD HYDER CASEY MCCAUGHAN 972.462.5175 INTERIOR CLOTH BUCKETS/CLOTH REAR Product Description: Total of B. Published Options: SILSBEE SLICKTOP EQUIPMENT QUOTE 113022 EXTERIOR 1 JL, 1 LK, 2 YG, 1 JS November 30, 2022 CASEY.MCCAUGHAN@COPPELLTX.GOV PRODUCT PRICING SUMMARY A. Base Price: SOLAR TINT ONLY INTERIOR UPGRADE PKG GRILL PREWIRE UNDERBODY DEFLECTOR PLATE TIPS USA 210907 AUTOMOBILES 3.5L V6 HYBRID REMOTE KEYLESS ENTRY FOBS Options Total of C. Unpublished Options: Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6714 File ID: Type: Status: 2023-6714 Agenda Item Consent Agenda 1Version: Reference: In Control: City Council 01/10/2023File Created: Final Action: B&C ResignationFile Name: Title: Consider accepting the resignation of Ed Guignon from the Parks and Recreation Board and appointing Jeff Roller as a Regular member for the remainder of the unexpired term. Notes: Sponsors: Enactment Date: Park Board Memo.pdf, Guignon Resignation Letter.pdfAttachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6714 Title Consider accepting the resignation of Ed Guignon from the Parks and Recreation Board and appointing Jeff Roller as a Regular member for the remainder of the unexpired term. Summary Fiscal Impact: N/A Staff Recommendation: Staff recommends approval. Strategic Pillar Icon: Sustainable Government Page 1City of Coppell, Texas Printed on 1/20/2023 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6714 Page 1City of Coppell, Texas Printed on 1/20/2023 MEMORANDUM To: Mayor and City Council From: Ashley Owens, City Secretary Date: January 24, 2023 Reference: Consider accepting the resignation of Ed Guignon from the Parks and Recreation Board and appointing Jeff Roller as a Regular member to fill the unexpired term. 2040: Sustainable City Government Introduction: On Monday, January 9, 2023, Ed Guignon announced to the Parks and Recreation Board that he is resigning effective immediately. Mr. Guignon served as a Regular member on the board and also as Chairperson. Staff recommends appointing Alternate member Jeffrey Roller to fill the unexpired term as a Regular member. The unexpired term will end in December of 2024. At this time, the Alternate member position will stay vacant. Benefit to the Community: The new appointment allows for the business of the board to continue. Legal Review: N/A Fiscal Impact: N/A Recommendation: Staff recommends approval. From:Ed Guignon To:Jessica Carpenter Subject:Board Resignation Date:Tuesday, January 10, 2023 4:56:03 PM Hi Jessica, As we discussed at the Parks and Rec Board meeting last evening, I'm sending you this email to formally resign from the Parks and Rec Board effective immediately. After 39 years living in Coppell, and after being a member of the Parks and Rec Board for 13 years, my wife and I have decided to move to Denver where our three kids live. While it may be a month or two before we completely get moved out of our house in Coppell, and I would have loved to have continued with the Board during that time, I wanted to give alternate members of the Board, or a new member to the Board, a chance to move into a full-membership role as quickly as possible. While I'm excited about the new phase of our life near our kids, it is not easy for me to step away from the Board and the City that I feel so connected to. This Board and the City of Coppell have been something that I have felt passionately about for a long time, and I feel lucky to have worked with you and so many other top-quality people over the years. My greatest appreciation goes out to you and the rest of the Coppell Community Experiences Department for all of the great work that you have done and will do in the future. Best, Ed Guignon Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6725 File ID: Type: Status: 2023-6725 Agenda Item Consent Agenda 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: Chamber Funding Agreement extensionFile Name: Title: Consider approval of an amended and restated grant agreement between the City of Coppell and the Coppell Chamber of Commerce for the Discover Coppell Marketing Campaign; and authorizing the City Manager to sign any necessary documents. Notes: Sponsors: Enactment Date: Chamber Contract Memo.pdf, Chamber-Belmont Marketing Agmt 2022.pdf, Chamber-Belmont Marketing Agmt 2023.pdf, Amended and Restated Grant Agreement-Chamber.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6725 Title Consider approval of an amended and restated grant agreement between the City of Coppell and the Coppell Chamber of Commerce for the Discover Coppell Marketing Campaign; and authorizing the City Manager to sign any necessary documents. Summary Fiscal Impact: The total financial impact of this item is $389,000, with $165,000 provided in fiscal year 2022 and the remaining $224,000 to be provided in fiscal year 2023 by the Hotel Occupancy Tax Fund. Staff Recommendation: Page 1City of Coppell, Texas Printed on 1/20/2023 Master Continued (2023-6725) Staff recommends continuation of this marketing campaign. Strategic Pillar Icon: Sustainable Government Page 2City of Coppell, Texas Printed on 1/20/2023 MEMORANDUM To: Mayor and City Council From: Kent Collins, P.E., Director of Public Works Date: January 24, 2023 Reference: Consider approval of an amended and restated grant agreement between the City of Coppell and the Coppell Chamber of Commerce for the Discover Coppell Marketing Campaign; and authorizing the City Manager to sign any necessary documents 2040: Sustainable City Government Introduction: The purpose of this agenda is for Council consideration of an amended and restated agreement with the Coppell Chamber of Commerce for the Discover Coppell Marketing Campaign, for an additional $224,000 to continue this work through the end of this fiscal year. As part of the amended Agreement, Sections 1.02 and 1.03 have been included to address the issue related to ownership of intellectual property and work product associated with the Discover Coppell ad campaign. By executing this Agreement with the City, the Chamber is agreeing to assign all rights of ownership to the City for intellectual property, as outlined in Section 1.02. Background: This program and contract were discussed during the December 13, 2022, and January 10, 2023, City Council Work Sessions. The Coppell Chamber of Commerce and their consulting firm, Belmont Icehouse, presented information related to the program and its costs. The amended and restated agreement increases the value of the agreement from $165,000 to $389,000 (an additional $224,000 for the remainder of this fiscal year). The Chamber of Commerce presented that future requests for this campaign will be $336,000 annually. Based on direction provided by the City Council, staff is presenting this item for consideration. Benefit to the Community: Approval of this agreement will allow the Coppell Chamber of Commerce to continue this marketing program to the benefit of hotels and other visitor-focused businesses. Legal Review: The amended and restated agreement was prepared by the City Attorney. Fiscal Impact: The fiscal impact of this item $224,000, provided by the Hotel Tax Fund. Recommendation: Staff recommends continuing this program. MARKETING AGREEMENT February 1, 2023 – September 30, 2023 PARTIES This Marketing Agreement (hereinafter referred to as the “Agreement”) is entered into on February 1, 2023 (the “Effective Date”) by and between The Coppell Chamber of Commerce (hereinafter referred to as the “Client”) with an address of 708 W. Main Street, Coppell, TX and Belmont Icehouse (hereinafter referred to as the “Marketer”) with an address of 3116 Commerce St., Ste D, Dallas, TX 75226 (collectively referred to as the “Parties”). SERVICES PROVIDED Hereby, the Marketer agrees to provide the services enlisted below (hereinafter referred to as the “Services”): 1. Account Management 2. Media Planning and Buying 3. Art Direction 4. Graphic Design 5. Project Management PAYMENT AND FEES - The Parties agree that the total cost of the Services will be provided Feb. 1, 2023 – September 30, 2023. Belmont will be paid as services are performed over the eight-month period. • Belmont has a scope of $200,000 in which to perform the tasks outlined above and will submit a proposal prior to each action with a description of services to be provided. • The Chamber must approve it in writing before Belmont will move forward on any purchases or projects on behalf of Discover Coppell • Belmont will submit an invoice at the completion of each task. • Belmont will not exceed the overall dollar amount of the funds available to the Chamber. TERM - This Agreement shall be effective on the date of signing this Agreement (hereinafter referred to as the “Effective Date”). It will end on September 30, 2023. TERMINATION - This Agreement may be terminated if the following occurs: 1. This Agreement will be terminated immediately if one of the Parties breaches this Agreement. More specifically, it will also be terminated if one of the Parties breaches a condition set forth in this Agreement without amending it. 2. This Agreement can be terminated at any given time by providing a written notice to the other party 30 days prior to terminating the Agreement. 3. This Agreement will automatically be terminated when both Parties complete their obligations. CONFIDENTIALITY - All terms and conditions of this Agreement (and any confidential information provided by the Client to the Marketer or vice versa) during the term of the Agreement must be kept confidential, unless the disclosure is required pursuant to process of law. - Disclosing or using this information for any purpose beyond the scope of this Agreement (or beyond the exceptions set forth above) is expressly forbidden without the prior consent of the Parties. - The Parties’ obligation to maintain confidentiality will survive termination of this Agreement and remain in effect indefinitely. RELATIONSHIP BETWEEN PARTIES - Hereby, the Parties agree that the Marketer in this Agreement is an independent contractor, as he/she provides the services hereunder and acts as an independent contractor. - The Marketer shall not be considered an employee under any circumstances. - This Agreement does not create any other partnership between the Parties. - This Agreement is an Agreement that is not based on exclusivity. Hence, the Parties are entitled to enter into other Agreements with other parties. OWNERSHIP - The Parties agree that all products created by the Marketer will remain the exclusive property of the City of Coppell, as long as it is relevant to the performance of the services set forth in this Agreement. INTELLECTUAL PROPERTY - The Marketer agrees that any intellectual property provided to him/her by the Client will remain the sole property of the Client, including (but not limited to) copyrights, patents, trade secret rights, and other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, works of authorship, Confidential Information, or trade secrets. - The Marketer will refrain from using such intellectual property upon the termination of this Agreement. LIMITATION OF LIABILITY - Under no circumstances will either party be liable for any indirect, special, consequential, or punitive damages (including lost profits) arising out of or relating to this Agreement or the transactions it contemplates (including breach of contract, tort, negligence, or other form of action)—if said damage is the direct result of one of the party’s negligence or breach. AMENDMENTS - The Parties agree that any amendments made to this Agreement must be made in writing and signed by both Parties to this Agreement. - As such, any amendments made by the Parties will be applied to this Agreement. ASSIGNMENT - The Parties hereby agree not to assign any of the responsibilities in this Agreement to a third party unless consented by both Parties in writing. ALTERNATIVE DISPUTE RESOLUTION - Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be submitted to (Arbitration/mediation/negotiation) (Circle one), in accordance with and subject to the laws of the State of Texas. ENTIRE AGREEMENT - This Agreement contains the entire agreement and understanding among the Parties hereto, with respect to the subject matter hereof. It supersedes all prior agreements, understandings, inducements, and conditions (express, implied, oral, written, or of any nature whatsoever with respect to the subject matter hereof). The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the terms hereof. SEVERABILITY - In an event when any provision of this Agreement is found to be void and unenforceable by a court of competent jurisdiction, the remaining provisions will still be enforced, in accordance with the Parties’ intention. SIGNATURE AND DATE - The Parties hereby agree to the terms and conditions set forth in this Agreement. This agreement is demonstrated by their signatures below: Belmont Ice House Name:____________________________ Signature:_________________________ Date:_____________________________ Coppell Chamber of Commerce Name:____________________________ Signature:_________________________ Date:_____________________________ Page | 1 TM 133145 STATE OF TEXAS COUNTY OF DALLAS § § § AMENDED AND RESTATED GRANT AGREEMENT AND CONSULTING SERVICES FOR "VISIT COPPEL” MARKETING CAMPAIGN This Consulting Services Agreement is executed by and between the City of Coppell, Texas, a municipal corporation (hereinafter the "City") and the Coppell Chamber of Commerce, a private, Texas nonprofit corporation organized for the purpose of promoting convention and visitor activity in the City of Coppell (hereinafter the "Contractor"). WHEREAS, the City desires to attract more visitors and conventioneers to Coppell, and the City benefits both indirectly through more economic activity and directly by increased sales tax and hotel and motel occupancy tax income developed by such visitors and conventioneers; and WHEREAS, Contractor has professional personnel who are trained and experienced in the field of tourism visitor and convention promotion and the City desires to begin such professional promotion and advertising service through a contractual agreement with Contractor; and WHEREAS, it is the belief of both parties that this Agreement will benefit the public; NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows: I. CONVENTION AND VISITOR AND MARKETING SERVICES 1.01 Description of Services. All of the services provided by the Contractor pursuant to this Agreement shall be in conformity with the purposes for which the Hotel Occupancy Tax (HOT) revenues may be expended as provided for in the hotel occupancy tax laws as provided in the laws of the State of Texas. Contractor agrees to provide professional services to the City by providing an advertise and promotional program to promote vacation tourism and business tourism through corporate (conventions) events in Coppell and surrounding venues; and, to assist in creating conditions designed to encourage return visits and for corporate meetings. Specific Contractor services shall include one or more of the following: a. Through coordination with the Coppell Chamber of Commerce, develop and distribute promotional material to solicit visitors and conventioneers, and to better inform visitors and conventioneers of local attractions upon arrival. b. Creation and distribution of videos, film clips, social media content and photographs, to be used for publicity for the “Visit Coppell” marketing program; Page | 2 TM 133145 c. Solicitation of publishers, film and television producers, editors, writers, media personalities, travel agents, tour producers, executives of associations and other convention and group meeting prospects for the purpose of enticing them to advertise, publicize and encourage group movements to Coppell, and with the City, providing transportation for such people on familiarization trips so that they may analyze the City's visitor and convention assets; d. Development and execution of an earned media strategy for key markets that provide visitors and conventions to Coppell (in addition to the local market); e. Development and distribution of promotional advertising in industry trade publications, including data to show return of investment; f. Compiling and analyzing data information on visitors and convention business in Coppell and comparable information on other locales; g. Aggressively include in the fulfillment of its foregoing obligations, promotion and marketing of City-owned and sponsored facilities including but not limited to the Coppell Arts Center, Coppell Old Town, DFW International Airport, Coppell Historic District, Coppell Library, Coppell hotels, restaurants, retailers, all the city parks and recreational facilities. Contractor shall measure and track return on investment ("ROI") data for its promotion and marketing efforts required by this Agreement. h. Measure the effectiveness of advertisements, placements, events and other strategies. i. Develop and measure the growth of social media to attract conventions and visitors to Coppell. j. Continue to update and maintain the Strategic Plan which includes future goals for Visit Coppell including measurable outcomes. k. Support tourism opportunities. I. Other appropriate actions deemed to further the intent of this Agreement. m. Provide photography as needed n. Provide videography as needed 1.02. Any and all intellectual property created or used, developed or caused to be developed by the Contractor or its agents, contractors or employees associated with Contractor or funded by the Grant of Coppell Hotel Occupancy Tax funds under this Grant Agreement, including but not limited to patents, copyrights, trademarks, domain names, industrial Page | 3 TM 133145 design, confidential information, inventors, moral rights, inventions, data basis, works of authorship, service marks, logos, design rights, business or trade names, computer, video or audio software, whether as defined or protected under any federal, state or common law shall be assigned and otherwise under the sole ownership, custody and control of the City of Coppell, Texas. 1.03. Under the terms of this Agreement and purposes recited herein the City hereby grants to Contractor a non-exclusive license to use the aforementioned intellectual property for the sole purpose of Marketing program set forth herein for the term of this Agreement. II. BUDGET, FINANCIAL REPORTING, ACCOUNTING, AUDIT. 2.01 The annual budget of Contractor shall be subject to approval by the Coppell City Council in advance. The approval by the City Council of the annual budget of Contractor creates a fiduciary duty in Contractor with respect to the revenue provided under this Agreement. Contractor shall submit financial reports to the City Council for each fiscal year quarter, within 30 days of the end of that quarter, listing the expenditures made by Contractor with revenue provided by the City under this Agreement. Contractor must maintain revenue provided under this Agreement in a separate account established for that purpose and may not commingle that revenue with any other money. Expenditures must be recorded on a monthly basis in a separate fund account, according to the budget approved by the City. Accounting records must conform to the accounting standards as promulgated by the American Institute of Certified Public Accountants and to the requirements of applicable state law so as to include a statement of support, revenues and expenses, and balance sheets for all funds. Interest earned on payments made by the City must be clearly identified, credited, and reflected on the books as resulting from such investment of such funds and the same shall be available for Contractor use within the separate fund account. Contractor also shall provide an independent audit for such expenditures for each year based on a fiscal year ending September 30. III. REPORTING 3.01 Performance Reporting. In addition to financial reports, Contractor shall also furnish to the City a performance report of Contractor's services activities under this Agreement in a form determined by City and which shall reflect overall activity, identify amounts of advertising, contracts placed, number of personnel employed and their general duties, and copies of marketing items produced as well as a Page | 4 TM 133145 description of direct mailings, and similar information. 3.02 This report is to be submitted to the City Manager's Designee 20 days from the end of each quarter: Jan. 20, April 20, July 20 and Oct. 20. IV. TERM 4.01 Term. The term of this Agreement shall commence as of February 1, 2022, and it shall continue until September 30, 2023, subject to earlier termination as provided herein. V. TERMINATION 5.01 Termination. If, through any cause, the Contractor shall fail to fulfill in a timely and proper manner its obligations under this Agreement or if the Contractor shall violate any of the covenants, agreements, or stipulations of this Agreement, the City shall thereupon have the right to terminate this Agreement by giving written notice to the Contractor of such termination and specifying the effective date thereof at least one hundred and eighty (180) days before the effective date of such VI. MISCELLANEOUS 6.01 Bond/Insurance Policy. The officers and employees of Contractor designated to withdraw funds from the Visit Coppell fund shall be covered by a blanket fidelity bond or employee dishonesty insurance policy in a penal sum of $100,000. 6.02 Compensation. The City agrees that for the services provided herein by Contractor under this Agreement, the City shall pay a Grant to Contractor the total sum of $389,000.00 payable solely through Hotel Tax Fund. 6.03 Payment Installments. During the term of this Agreement, the City shall pay to Contractor a sum equal to one-half of the total annual amount payable to Contractor for the Visit Coppell services herein engaged on or about the first of June and January of each year. 6.04 Contracts. The City and Contractor agree that in no event shall the City be liable for any contracts made by Contractor with any person, firm, corporation, association or governmental body. 6.05 NON-LIABILITY and INDEMNITY. Contractor agrees to indemnify and hold harmless the_ City, City's officers, agents and employees from and against any and all claims, suits, liability, damages, injuries, losses and expenses, arising out of Contractor's performance of this Agreement, Contractor's operations, or the use or maintenance of Contractor's facilities. Page | 5 TM 133145 6.06 Annual Appropriations. The parties mutually agree and understand that funding under this Agreement is subject to annual appropriations by the City Council and that each fiscal year's funding must be included in the budget for that year and is not effective until so approved by the City Council. termination. In such event, all finished or unfinished documents prepared by the Contractor under this agreement shall, at the option of the City, become their prope1ty, and the Contractor shall be entitled to receive just and equitable compensation for any work satisfactorily completed hereunder. Either party may terminate this Agreement at any time for any reason by giving 90 days prior written notice to the other party, without liability to the other party. In the event that this Agreement is cancelled upon 90 days written notice, the City shall assume any obligations of the convention and visitors fund with a term of less than one year and any other obligation approved in advance by the City Manager. 6.07 Notices. All notices, requests or other communications related to this Agreement shall be made in writing and may be given by: (a) depositing same in the United States Mail, postage prepaid, certified, return receipt requested, addressed as set forth in this paragraph; or (b) delivering the same to the party to be notified. Notice given in accordance with (a) hereof shall be effective upon deposit in the United States mail. The notice addresses of the parties shall, until changed as provided herein, be as follows: City: City of Coppell, Texas 255 Parkway Blvd. Coppell, Texas 75019 Attn: City Manager Contractor: Coppell Chamber of Commerce 708 W. Main Street Coppell, Texas 75019 Attn: Chief Operating Officer 6.08 Severability. If for any reason any section, paragraph, subdivision, clause, phrase, word or provision of this Agreement shall be held invalid or unconstitutional by final judgment of a court of competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase, word or provision of this Agreement, for it is the definite intent of the parties that every section, paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect its pu1pose. Page | 6 TM 133145 In witness whereof, the Parties have caused this Agreement to be executed and effective on the day and year first above written. CITY OF COPPELL, TEXAS CONTRACTOR ____________________________ _______________________ MIKE LAND COPPELL CHAMBER OF COMMERCE CITY MANAGER CHIEF OPERATING OFFICER COUNCIL: ATTEST: _____________________________ CITY SECRETARY APPROVED AS TO FORM: _______________________________ CITY ATTORNEY STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on ____________________, 2023 by ________________________________ on behalf of CONTRACTOR. ____________________________ Notary Public in and for the State of Texas Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6715 File ID: Type: Status: 2023-6715 Agenda Item Agenda Ready 1Version: Reference: In Control: City Council 01/12/2023File Created: Final Action: Spring Break meetingFile Name: Title: Consider the cancellation of the March 14, 2023, City Council Meeting due to the date falling during Spring Break. Notes: Sponsors: Enactment Date: Spring Break Memo.pdfAttachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6715 Title Consider the cancellation of the March 14, 2023, City Council Meeting due to the date falling during Spring Break. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 MEMORANDUM To: Mayor and City Council From: Mike Land, City Manager Date: January 24, 2023 Reference: Consider the cancellation of the March 14, 2023, City Council meeting due to the date falling during Spring Break. Introduction: In the past, City Council has cancelled the Regular meeting that falls during the week of Spring Break in Coppell ISD and the surrounding school districts. This item allows City Council to hold or cancel the upcoming meeting on March 14, 2023, which falls during the week of Spring Break. Legal Review: N/A Fiscal Impact: N/A Recommendation: N/A Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6712 File ID: Type: Status: 2023-6712 Agenda Item Agenda Ready 1Version: Reference: In Control: City Council 01/10/2023File Created: Final Action: Order Election May 6, 2023File Name: Title: Consider approval of a Resolution ordering a General Municipal Election to be held on May 6, 2023, for Councilmembers Place 1, 3, 5, and 7; and authorizing the Mayor to sign and execute a Joint Election Agreement with Dallas and Denton Counties. Considerar la aprobación de una Resolución donde convoca una Elección General para miembros del consejo de los Lugares 1, 3, 5 y 7; para el sábado 6 de mayo del 2023; y autorizar al alcalde para firmar y ejecutar un contrato de Elección Conjunta con los condados de Dallas y Denton. THEO ĐÂY RA QUYẾT ĐỊNH rằng cuộc tổng tuyển cử sẽ được tổ chức vào ngày 6 tháng 5 năm 2023, từ 7:00 sáng đến 7:00 tối, với mục đích bầu một Ủy Viên Hội Đồng cho Vị Trí 1, một Ủy Viên Hội Đồng cho Vị Trí 3, một Ủy Viên Hội Đồng cho Vị Trí 5, một Ủy Viên Hội Đồng cho Vị Trí 7 với nhiệm kỳ ba năm. Ứng viên cho một vị trí nhận được đa số trong tổng số phiếu bầu cho tất cả ứng viên cho vị trí đó sẽ được chọn để đảm nhận nhiệm kỳ đó hoặc cho đến khi người kế nhiệm của người đó được bầu hợp lệ và đủ tiêu chuẩn. Cuộc bầu cử sẽ được tổ chức dưới hình thức Bầu Cử Chung do Quản Trị Viên Bầu Cử của Quận Dallas và Denton quản lý, tương ứng, theo các điều khoản của Bộ Luật Bầu Cử Texas và Thỏa Thuận Bầu Cử Chung với mỗi quận. Notes: Sponsors: Enactment Date: Order of Election Memo.pdf, Resolution - Order of Election.pdf, Resolution - Order of Election - Spanish.pdf, Resolution - Order of Election - Vietnamese.pdf Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Page 1City of Coppell, Texas Printed on 1/20/2023 Master Continued (2023-6712) Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6712 Title Consider approval of a Resolution ordering a General Municipal Election to be held on May 6, 2023, for Councilmembers Place 1, 3, 5, and 7; and authorizing the Mayor to sign and execute a Joint Election Agreement with Dallas and Denton Counties. Considerar la aprobación de una Resolución donde convoca una Elección General para miembros del consejo de los Lugares 1, 3, 5 y 7; para el sábado 6 de mayo del 2023; y autorizar al alcalde para firmar y ejecutar un contrato de Elección Conjunta con los condados de Dallas y Denton. THEO ĐÂY RA QUYẾT ĐỊNH rằng cuộc tổng tuyển cử sẽ được tổ chức vào ngày 6 tháng 5 năm 2023, từ 7:00 sáng đến 7:00 tối, với mục đích bầu một Ủy Viên Hội Đồng cho Vị Trí 1, một Ủy Viên Hội Đồng cho Vị Trí 3, một Ủy Viên Hội Đồng cho Vị Trí 5, một Ủy Viên Hội Đồng cho Vị Trí 7 với nhiệm kỳ ba năm. Ứng viên cho một vị trí nhận được đa số trong tổng số phiếu bầu cho tất cả ứng viên cho vị trí đó sẽ được chọn để đảm nhận nhiệm kỳ đó hoặc cho đến khi người kế nhiệm của người đó được bầu hợp lệ và đủ tiêu chuẩn. Cuộc bầu cử sẽ được tổ chức dưới hình thức Bầu Cử Chung do Quản Trị Viên Bầu Cử của Quận Dallas và Denton quản lý, tương ứng, theo các điều khoản của Bộ Luật Bầu Cử Texas và Thỏa Thuận Bầu Cử Chung với mỗi quận. Summary Fiscal Impact: N/A Staff Recommendation: Staff recommends approval. Strategic Pillar Icon: Sustainable Government Page 2City of Coppell, Texas Printed on 1/20/2023 MEMORANDUM To: Mayor and City Council From: Ashley Owens, City Secretary Date: January 24, 2023 Reference: Consider approval of a Resolution ordering a General Municipal Election to be held on May 6, 2023, for Councilmembers Place 1, 3, 5, and 7; and authorizing the Mayor to sign and execute a Joint Election Agreement with Dallas and Denton Counties. 2040: Sustainable City Government Introduction: For the May 6, 2023, election date, political subdivisions are required by state law to order a general election by Friday, February 17th. City Council Places 1, 3, 5, and 7, will go to the voters at the upcoming election. Staff recommends ordering the election at the end of January to allow for any amendments to the order that might be needed. The first day to file an application for a place on the May 6, 2023, ballot is January 18th, and the last day is February 17th by 5 p.m. Candidate packets can be found online at the city’s website or can be picked up in person at the City Secretary’s Office. City staff will be meeting with both counties in the coming weeks to obtain contracts for election services with both Dallas and Denton counties. These contracts will address polling locations for both early voting and Election Day, and the cost associated with holding the election. Benefit to the Community: The item ensures that the City of Coppell’s elections are uniform, consistent, and compliant with applicable statutory deadlines/requirements. Legal Review: City Attorney Robert Hager has reviewed the Resolution. Fiscal Impact: N/A Recommendation: Staff recommends approval. Page 1 TM133182 RESOLUTION NO. ORDER OF GENERAL ELECTION May 6, 2023 BE IT REMEMBERED THAT on this the 24th day of January 2023, at a duly posted meeting of the City Council of the City of Coppell, Texas, a quorum being present, the meeting was called to order, and the Council issued the following order: IT IS HEREBY ORDERED that a general election be held on the 6th day of May 2023, 7:00 a.m. to 7:00 p.m., for the purpose of electing one Councilmember for Place 1, one Councilmember for Place 3, one Councilmember for Place 5, one Councilmember for Place 7 for a term of three years. The candidate for such office receiving a majority of all votes cast for all candidates for such office shall be elected to serve such term or until his or her successor is duly elected and qualified. The election shall be held as a Joint Election administered by the Dallas and Denton County Elections Administrators, respectively, in accordance with the provisions of the Texas Election Code and a Joint Election Agreement with each of the respective counties. In the event any candidate for said office fails to receive a majority of all votes cast for all the candidates for such office, a run-off election shall be held. If a run-off election becomes necessary, the run-off election will be held on Saturday, June 10, 2023. The election shall be held as a Joint Election administered by the Dallas and Denton County Elections Administrators, respectively, in accordance with the provisions of the Texas Election Code and a Joint Election Agreement with each of the respective counties. The City Manager is hereby authorized to execute the Election Contracts with the Counties of Dallas and Denton for the conduct of the election. Pursuant to the Joint Election Contracts, the County Elections Administrator of each county shall serve as Election Administrator for the election for such county. Page 2 TM133182 Presiding Election Judges and Alternate Presiding Election Judges appointed to serve at said polling places shall be those election officials furnished by the Elections Administrator(s) from the list of proposed elections judges listed in an attachment to the Joint Election Contract(s). Notice of the election shall be posted on the bulletin board used to post notice of the City Council meetings and be published in a newspaper of general circulation in the City. Said notice must be published on the same day in each of two successive weeks, with the first publication occurring no earlier than the thirtieth day and no later than the fourteenth day before the date of the election. A copy of the published notice that contains the name of the newspaper and the date of publication shall be retained as a record of such notice, and such person posting the notice shall make a record of the time of posting, starting date and the place of posting. Early voting by personal appearance for Dallas County and Denton County residents will be set forth in accordance with state law and as stated in the Joint Elections Contracts and posted on the City’s webpage. Application for ballot by mail must be received no later than the close of business on April 25, 2023. Applications for early voting ballot by mail shall be mailed to: Dallas County residents Denton County residents Dallas County Elections Department Denton County Elections Administration 1520 Round Table Drive P.O. Box 1720 Dallas, Texas 75247 Denton, TX 76208 That the City Secretary shall present the election returns to the City of Coppell City Council at a City Council meeting for the canvassing of said election in accordance with the Texas Election Code. DULY ORDERED by the City Council of the City of Coppell, Texas the 24th day of January 2023. APPROVED: Page 3 TM133182 WES MAYS, MAYOR CITY OF COPPELL, TEXAS ATTEST: ASHLEY OWENS, CITY SECRETARY APPROVED AS TO FORM: ROBERT E. HAGER, CITY ATTORNEY Page | 1 TM 133213 RESOLUCIÓN NO. ORDEN DE ELECCIONES GENERALES 6 de mayo del 2023 SEA RECORDADO QUE en este día 24 de enero del 2023, en una junta debidamente anunciada por el Concejo de la Ciudad de Coppell, con un quórum presente, y dicha junta fue convocada y el Concejo emitió la siguiente orden: POR LA PRESENTE SE ORDENA que se llevará a cabo una elección general el día 6 de mayo del 2023 desde las 7:00 a.m. hasta las 7:00 p.m., con el propósito de elegir un concejal para el Lugar 1, un concejal para el Lugar 3, un concejal para el Lugar 5 y un concejal para el Lugar 7 por un periodo de tres años. El candidato que reciba la mayoría de los votos para dicho puesto deberá ser elegido para servir dicho plazo o hasta que su sucesor sea electo y capacitado. La elección se llevará a cabo como una Elección Conjunta administrada por los Administradores de Elecciones de los Condados de Dallas y Denton, respectivamente, de acuerdo con las disposiciones del Código Electoral de Texas y un Acuerdo de Elección Conjunta con cada uno de los condados respectivos. En caso de que algún candidato no obtenga la mayoría de los votos emitidos para dicho cargo, se llevará a cabo una elección de desempate. Si una elección de desempate es necesaria, la elección para desempate se llevará a cabo el sábado 10 de junio de 2023. La elección se llevará a cabo como una Elección Conjunta administrada por los Administradores de Elecciones de los condados de Dallas y Denton, respectivamente, de acuerdo con las disposiciones del Código Electoral de Texas y un Acuerdo de Elección Conjunta con cada uno de los condados respectivos. Por la presente, se autoriza al Administrador de la Ciudad a formalizar los Contratos Electorales con los condados de Dallas y Denton para llevar a cabo la Page | 2 TM 133213 elección. De conformidad con los Contratos de Elecciones Conjuntas, el Administrador de Elecciones del Condado de cada condado actuará como Administrador de Elecciones para la elección de dicho condado. Los Jueces presidentes de las Elecciones y los Jueces presidentes Suplentes de las Elecciones designados para servir en dichos lugares de votación serán los funcionarios electorales proporcionados por el(los) Administrador(es) de Elecciones de la lista de jueces electorales propuestos enlistados en un anexo al(los) Contrato(s) de Elección Conjunta. El aviso de las elecciones tendrá que estar presentado en un boletín que se utiliza para publicar avisos sobre las juntas del Concejo de la Ciudad y que son publicadas en el periódico en circulación en la ciudad. Dicho aviso debe ser publicado en el mismo día por dos semanas consecutivas, con la primera publicación que no sea antes del trigésimo día y no después del decimocuarto día antes de la fecha de elección. Una copia del aviso publicado que contiene el nombre del periódico y la fecha de dicha publicación deberá ser conservado como registro al momento de la publicación, la fecha y el lugar de la publicación. La votación temprana en persona en el condado de Dallas y para el condado de Denton los residentes se presentarán de acuerdo con la ley y como está establecido por los contratos de las Elecciones Conjuntas y publicado en la página web de la ciudad. Aplicaciones para la votación por correo debe ser recibida no más tardar del cierre del 25 de abril del 2023. Aplicaciones para la votación temprana deberán ser mandadas a: Residentes del condado de Dallas Residentes del condado de Denton Dallas County Elections Department Denton County Elections Administration 1520 Round Table Drive P.O. Box 1720 Dallas, Texas 75247 Denton, TX 76208 Page | 3 TM 133213 Que la secretaria de la ciudad presentará los resultados de las elecciones al Concejo de la Ciudad de Coppell en la junta del Concejo Municipal para el sondeo de votos de dicha elección de acuerdo con Código Electoral del Estado. DEBIDAMENTE ORDENADO por Concejo de la Ciudad de Coppell, Texas este día 24 de enero del 2023. APROBADO: _______________________ Wes Mays, ALCALDE ATESTIGUÓ: _______________________________ Ashley Owens, SECRETARIA DE LA CIUDAD APROBADO EN SU FORMA: ______________________________ Robert E. Hager, ABOGADO DE LA CIUDAD Trang 1 TM133257 NGHỊ QUYẾT SỐ LỆNH TỔNG TUYỂN CỬ Ngày 6 tháng 5 năm 2023 XÉT RẮNG vào ngày 24 tháng 1 năm 2023, tại cuộc họp được tổ chức hợp lệ của Hội Đồng Thành Phố Coppell, Texas, có đủ số lượng đại biểu theo quy định nhằm mục đích ra quyết định và Hội Đồng đã ban hành lệnh sau: THEO ĐÂY RA QUYẾT ĐỊNH rằng cuộc tổng tuyển cử sẽ được tổ chức vào ngày 6 tháng 5 năm 2023, từ 7:00 sáng đến 7:00 tối, với mục đích bầu một Ủy Viên Hội Đồng cho Vị Trí 1, một Ủy Viên Hội Đồng cho Vị Trí 3, một Ủy Viên Hội Đồng cho Vị Trí 5, một Ủy Viên Hội Đồng cho Vị Trí 7 với nhiệm kỳ ba năm. Ứng viên cho một vị trí nhận được đa số trong tổng số phiếu bầu cho tất cả ứng viên cho vị trí đó sẽ được chọn để đảm nhận nhiệm kỳ đó hoặc cho đến khi người kế nhiệm của người đó được bầu hợp lệ và đủ tiêu chuẩn. Cuộc bầu cử sẽ được tổ chức dưới hình thức Bầu Cử Chung do Quản Trị Viên Bầu Cử của Quận Dallas và Denton quản lý, tương ứng, theo các điều khoản của Bộ Luật Bầu Cử Texas và Thỏa Thuận Bầu Cử Chung với mỗi quận. Trong trường hợp bất kỳ ứng viên nào cho các vị trí nói trên không nhận được đa số trong tổng số phiếu bầu cho tất cả ứng viên cho vị trí đó, thì sẽ tổ chức bầu cử vòng hai. Nếu cần phải tổ chức cuộc bầu cử vòng hai, thì sẽ được tổ chức vào thứ Bảy, ngày 10 tháng 6 năm 2023. Cuộc bầu cử sẽ được tổ chức dưới hình thức Bầu Cử Chung do Quản Trị Viên Bầu Cử của Quận Dallas và Denton quản lý, tương ứng, theo các điều khoản của Bộ Luật Bầu Cử Texas và Thỏa Thuận Bầu Cử Chung với mỗi quận. Quản Lý cấp Thành Phố theo đây được ủy quyền ký kết Hợp Đồng Bầu Cử với các Quận Dallas và Denton để tiến hành cuộc bầu cử. Theo các Hợp Đồng Bầu Cử Chung, Quản Trị Viên Bầu Cử của mỗi quận sẽ đóng vai trò Quản Trị Viên Bầu Cử cho Trang 2 TM133257 cuộc bầu cử của quận đó. Chủ Toạ Bầu Cử và Chủ Toạ Bầu Cử Dự Khuyết được chỉ định phục vụ tại các địa điểm bỏ phiếu nói trên sẽ là những nhân sự do (các) Quản Trị Viên Bầu Cử cung cấp từ danh sách các chủ toạ bầu cử được đề xuất liệt kê trong tài liệu đính kèm của (các) Hợp Đồng Bầu Cử Chung. Thông báo về cuộc bầu cử sẽ được đăng trên bảng thông báo được sử dụng để đưa thông tin về các cuộc họp của Hội Đồng Thành Phố và được đăng trên một tờ báo phát hành rộng rãi trong Thành Phố. Thông báo nói trên phải được công bố vào cùng một ngày trong mỗi hai tuần liên tiếp, trong đó lần công bố đầu tiên diễn ra không sớm hơn ngày thứ ba mươi và không muộn hơn ngày thứ mười bốn trước ngày bầu cử. Bản sao của thông báo đã đăng có ghi tên tờ báo, ngày đăng được lưu làm hồ sơ của thông báo đó và người đăng thông báo phải lập biên bản về thời gian đăng, ngày bắt đầu đăng và nơi đăng bài. Việc bỏ phiếu sớm bởi các cá nhân đại diện cho cư dân Quận Dallas và Quận Denton sẽ được quy định theo luật tiểu bang và như đã nêu trong Hợp Đồng Bầu Cử Chung và được đăng trên trang web của Thành Phố. Đơn xin bỏ phiếu qua đường bưu điện phải được nhận trước khi kết thúc giờ làm việc ngày 25 tháng 4 năm 2023. Đơn xin bỏ phiếu sớm qua đường bưu điện sẽ được gửi đến: Cư dân Quận Dallas Cư dân Quận Denton Michael Scarpello Quản Trị Viên Bầu Cử Quận Denton Quản Trị Viên Bầu Cử Quận Dallas P.O. Box 1720 Phòng Bầu Cử Quận Dallas Denton, TX 76208 1520 Round Table Drive Dallas, Texas 75247 Thư Ký Thành Phố sẽ trình kết quả bầu cử cho Hội Đồng Thành Phố Coppell tại cuộc họp của Hội Đồng Thành Phố để thông tin về cuộc bầu cử nói trên theo Bộ Luật Bầu Cử Texas. ĐƯỢC BAN HÀNH HỢP LỆ bởi Hội đồng Thành phố Coppell, Texas vào ngày 24 tháng 1 năm 2023. Trang 3 TM133257 PHÊ DUYỆT: WES MAYS, THỊ TRƯỞNG THÀNH PHỐ COPPELL, TEXAS CHỨNG THỰC: ASHLEY OWENS, THƯ KÝ THÀNH PHỐ PHÊ DUYỆT THÀNH MẪU THÍCH HỢP: ROBERT E. HAGER, LUẬT SƯ THÀNH PHỐ Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6724 File ID: Type: Status: 2023-6724 Agenda Item Mayor and Council Reports 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: Mayor and CC reportsFile Name: Title: Report by Mayor and City Council on recent and upcoming events. Notes: Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6724 Title Report by Mayor and City Council on recent and upcoming events. Summary Page 1City of Coppell, Texas Printed on 1/20/2023 Master City of Coppell, Texas 255 E. Parkway Boulevard Coppell, Texas 75019-9478 File Number: 2023-6723 File ID: Type: Status: 2023-6723 Agenda Item Council Committee Reports 1Version: Reference: In Control: City Council 01/17/2023File Created: Final Action: CC Reports 1/24File Name: Title: A. Report on Carrollton/Farmers Branch ISD and Lewisville ISD - Councilmember Mark Hill B. Report on Coppell ISD - Councilmember Kevin Nevels C. Report on Coppell Seniors - Councilmember John Jun Notes: Sponsors: Enactment Date: Attachments: Enactment Number: Hearing Date: Contact: Effective Date: Drafter: Related Files: History of Legislative File Action: Result: Return Date: Due Date: Sent To: Date: Acting Body: Ver- sion: Text of Legislative File 2023-6723 Title A. Report on Carrollton/Farmers Branch ISD and Lewisville ISD - Councilmember Mark Hill B. Report on Coppell ISD - Councilmember Kevin Nevels C. Report on Coppell Seniors - Councilmember John Jun Summary Page 1City of Coppell, Texas Printed on 1/20/2023