CP 2024-02-27City Council
City of Coppell, Texas
Meeting Agenda
255 E. Parkway Boulevard
Coppell, Texas
75019-9478
Council Chambers5:30 PMTuesday, February 27, 2024
WES MAYS JOHN JUN
Mayor Mayor Pro Tem
JIM WALKER KEVIN NEVELS
Place 1 Place 4
BRIANNA HINOJOSA-SMITH BIJU MATHEW
Place 2 Place 6
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
Section 551.076, Texas Government Code - Deliberation regarding Security Devices.
Page 1 City of Coppell, Texas Printed on 2/23/2024
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February 27, 2024City Council Meeting Agenda
A.Discussion regarding cyber security measures for municipal information
system and infrastructure.
Section 551.071, Texas Government Code - Consultation with City Attorney.
B.Seek legal advice from the City Attorney regarding waiver and/or
exemptions from the Master Fee Schedule.
3.Work Session (Open to the Public) 1st Floor Conference Room
Citizen comments will not be heard during the Work Session, but will be heard during
the Regular Session under Citizens' Appearance.
A.Discussion regarding agenda items.
B.Discussion regarding audit review.
Regular Session
4.Invocation 7:30 p.m.
5.Pledge of Allegiance
Proclamations
6.Presentation of a Proclamation designating the month of February 2024,
as “Career and Technical Education Month”.
Proclamation.pdfAttachments:
7.Citizens’ Appearance
8.Consent Agenda
A.Consider approval of the Minutes: February 13, 2024.
CM 2024-02-13.pdfAttachments:
B.Consider approval of awarding Bid #Q-0124-01; Citywide Fiber/Network
and Electrical services to Nema 3 Electric, Inc.; for a one-year period
beginning February 28, 2024, with option to renew, four additional
one-year terms; funds are budgeted in various departmental budgets for
this service; and authorizing the City Manager to sign any necessary
documents.
Memo.pdf
Nema 3 Service Agreement.pdf
Attachments:
C.Consider approval of Fire Station No. 5 Early Release Package with Byrne
Construction Services; in the amount of $604,895.00; funded from the
General Fund, then reimbursed in accordance with the Reimbursement
Resolution approved on April 12, 2022; and authorizing the City Manager
Page 2 City of Coppell, Texas Printed on 2/23/2024
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February 27, 2024City Council Meeting Agenda
to sign any necessary documents.
Memo.pdf
Cost Summary.pdf
Attachments:
D.Consider approval to enter into a Professional Services contract with
Freese and Nichols Inc.; for the development of a lead and copper
inventory program; in the amount of $89,791.00; funded from the
Water/Sewer fund; and authorizing the City Manager to sign any necessary
documents.
Memo.pdf
FNI Scope and Proposal.pdf
Attachments:
E.Consider approval to enter into a Security Services Agreement with
Entech, LLC, through BuyBoard Contract # 654-21, in the amount of
$111,963.00 as budgeted; and authorizing the City Manager to sign any
necessary documents.
Memo.pdf
Entech Agreement.pdf
Attachments:
F.Consider approval of a Resolution approving the Purchase and Sale
Agreement for the sale of land described as Lot 2, Block A, Old Town
Water Tank/Office Addition to RSC Investment Management, LLC; and
authorizing the Mayor to sign and the City Manager to sign any necessary
documents.
Memo.pdf
Resolution.pdf
Attachments:
G.Consider a Resolution approving the Second Amended Joint Chapter 11
Plan of Reorganization of Endo International PLC and its affiliated debtors.
Memo.pdf
Endo Resolution.pdf
Attachments:
End of Consent Agenda
9.Consider acceptance of the Annual Comprehensive Financial Report
(ACFR) for the fiscal year ending September 30, 2023.
Memo.pdfAttachments:
10.Consider approval of a Resolution ordering a cancellation of the General
Municipal Election on May 4, 2024, and declaring the election of
unopposed candidates for Mayor and Place 2, Place 4, and Place 6 of the
City Council of the City of Coppell; and authorizing the Mayor to sign.
Una resolución del ciudad de Coppell, Texas ordenando la cancelación de
las elecciones generales del 4 de mayo del 2024 y declarando una
elección sin oposición de los candidatos para alcalde y para miembros
Page 3 City of Coppell, Texas Printed on 2/23/2024
3
February 27, 2024City Council Meeting Agenda
del consejo del lugar 2, lugar 4 y lugar 6 de la ciudad de Coppell, Texas;
proporcionando la emisión de los certificados de las elecciones;
proporcionando la publicación de esta resolución; proporcionando la
cláusula de reserva; y proporcionando una fecha de entrada en vigor.
nghị quyết của thành phố Coppell, Texas, ra lệnh hủy cuộc tổng tuyển cử
vào ngày 4 tháng 5 năm 2024 và tuyên bố bầu các ứng cử viên không có
đối thủ cho chức thị trưởng, vị trí thứ 2, thứ 4 và thứ 6 trong hội đồng thành
phố Coppell, Texas; quy định ban hành giấy chứng nhận bầu cử; quy định
công bố nghị quyết này; quy định về điều khoản xung đột; và quy định về
ngày có hiệu lực.
Memo.pdf
Certification of Unopposed Candidates.pdf
Resolution Cancelling Election.pdf
Resolution canceling election - Spanish.pdf
Resolution Cancelling Election - Vietnamese.pdf
Attachments:
11.City Manager Reports, Project Updates, Future Agendas, and Direction from Work
Session
12.Mayor and Council Reports on Recent and Upcoming Events.
13.Council Committee Reports concerning items of community involvement with no
Council action or deliberation permitted.
A.Report on Woven Health Clinic - Councilmember Mark Hill
B.Report on Dallas Regional Mobility Coalition - Councilmember Don
Carroll
14.Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
15.Necessary Action from Executive Session
16.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 23rd day of February, 2024, at 5:00 pm.
______________________________
Ashley Owens, City Secretary
Page 4 City of Coppell, Texas Printed on 2/23/2024
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February 27, 2024City 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 2/23/2024
5
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7344
File ID: Type: Status: 2023-7344 Agenda Item Executive Session
1Version: Reference: In Control: City Council
02/19/2024File Created:
Final Action: Discussion regarding cyber security measuresFile Name:
Title: Discussion regarding cyber security measures for municipal information
system and infrastructure.
Notes:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7344
Title
Discussion regarding cyber security measures for municipal information system and
infrastructure.
Summary
Page 1City of Coppell, Texas Printed on 2/23/2024
6
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7335
File ID: Type: Status: 2023-7335 Agenda Item Executive Session
1Version: Reference: In Control: City Council
02/16/2024File Created:
Final Action: exec session - CISD building feesFile Name:
Title: Seek legal advice from the City Attorney regarding waiver and/or
exemptions from the Master Fee Schedule.
Notes:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7335
Title
Seek legal advice from the City Attorney regarding waiver and/or exemptions from the
Master Fee Schedule.
Summary
Page 1City of Coppell, Texas Printed on 2/23/2024
7
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7342
File ID: Type: Status: 2023-7342 Agenda Item Work Session
1Version: Reference: In Control: City Council
02/19/2024File Created:
Final Action: Work SessionFile Name:
Title: A.Discussion regarding agenda items.
B.Discussion regarding audit review.
Notes:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7342
Title
A.Discussion regarding agenda items.
B.Discussion regarding audit review.
Summary
Page 1City of Coppell, Texas Printed on 2/23/2024
8
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7346
File ID: Type: Status: 2023-7346 Agenda Item Agenda Ready
1Version: Reference: In Control: City Council
02/19/2024File Created:
Final Action: Presentation of a Proclamation designating the
month of February 2024, as “Career and Technical
Education Month”.
File Name:
Title: Presentation of a Proclamation designating the month of February 2024,
as “Career and Technical Education Month”.
Notes:
Sponsors: Enactment Date:
Proclamation.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7346
Title
Presentation of a Proclamation designating the month of February 2024, as “Career and
Technical Education Month”.
Summary
Page 1City of Coppell, Texas Printed on 2/23/2024
9
PROCLAMATION
WHEREAS, February 1-29, 2024, has been designated Career and Technical Education Month by
the Association for Career and Technical Education; and
WHEREAS, career and technical education offers students the opportunity to gain the academic,
technical and employability skills necessary for true career readiness
WHEREAS, students in career and technical education programs participate in authentic,
meaningful experiences that improve the quality of their education and increase their engagement and
achievement; and
WHEREAS, career and technical education provides students with career exploration
opportunities earlier in their educational experience, which enables them to make informed and beneficial
decisions about their academic coursework and pursue established programs of study and career pathways;
and
WHEREAS, leaders from business and industry nationwide report increasing challenges related
to addressing the skills gap and connecting qualified professionals with available careers in critical and
growing CTE-related fields, including healthcare, energy, advanced manufacturing, cybersecurity and
information technology; and
WHEREAS, career and technical education prepares students for these and other fulfilling careers
by offering integrated programs of study that link secondary and postsecondary education and lead to the
attainment of industry-recognized credentials; and
WHEREAS, career and technical education programs ensure that employers have access to a
qualified and thriving workforce, ensuring America is a strong and competitive economy;
NOW, THEREFORE, I, Wes Mays, Mayor of the City of Coppell, and on behalf of the City
Council, do hereby proclaim February 1-29, 2024, as
“CAREER AND TECHNICAL EDUCATION MONTH”
in the City of Coppell, Texas and urge all citizens to become familiar with the services and benefits
offered by the career and technical education programs in this community and to support and participate in
these programs to enhance their individual skills and productivity.
IN WITNESS THEREOF, I have set my hand and caused the seal of the City of Coppell to be
affixed this 27th day of February 2024.
__________________________________
Wes Mays, Mayor
ATTEST:
__________________________
Ashley Owens, City Secretary
10
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7348
File ID: Type: Status: 2023-7348 Agenda Item Agenda Ready
1Version: Reference: In Control: City Council
02/19/2024File Created:
Final Action: Consider approval of the Minutes: February 13, 2024.File Name:
Title: Consider approval of the Minutes: February 13, 2024.
Notes:
Sponsors: Enactment Date:
CM 2024-02-13.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7348
Title
Consider approval of the Minutes: February 13, 2024.
Summary
Page 1City of Coppell, Texas Printed on 2/23/2024
11
255 E. Parkway Boulevard
Coppell, Texas
75019-9478
City of Coppell, Texas
Minutes
City Council
5:30 PM Council ChambersTuesday, February 13, 2024
WES MAYS JOHN JUN
Mayor Mayor Pro Tem
JIM WALKER KEVIN NEVELS
Place 1 Place 4
BRIANNA HINOJOSA-SMITH BIJU MATHEW
Place 2 Place 6
DON CARROLL MARK HILL
Place 3 Place 7
MIKE LAND
City Manager
Wes Mays;Jim Walker;Brianna Hinojosa-Smith;Don Carroll;Kevin
Nevels;John Jun;Biju Mathew and Mark Hill
Present 8 -
Also present were Deputy City Managers Traci Leach and Kent Collins, City Attorney
Bob Hager, and City Secretary Ashley Owens.
The City Council of the City of Coppell met in Regular Session on Tuesday, February
13, 2024, at 5:30 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 Executive Session at 5:30 p.m.
Executive Session (Closed to the Public) 1st Floor Conference Room2.
Section 551.071, Texas Government Code - Consultation with City Attorney.
A.Seek legal advice from City Attorney on temporary and transitional
housing.
Discussed under Executive Session
Page 1City of Coppell, Texas
12
February 13, 2024City Council Minutes
Section 551.072, Texas Government Code - Deliberation regarding Real Property.
B.Discussion regarding real property located south of 121 and west of
Denton Tap Road.
Discussed under Executive Session
Mayor Pro Tem John Jun left during Executive Session at 6:21 p.m.
Councilmember Mark Hill left during the break between Executive Session and
Work Session at 6:29 p.m.
Work Session (Open to the Public) 1st Floor Conference Room
Citizen comments will not be heard during the Work Session, but will be heard during
the Regular Session under Citizens' Appearance.
3.
A.Discussion regarding agenda items.
B.Discussion regarding residential rehabilitation program.
Presented in Work Session
Regular Session
Mayor Wes Mays adjourned the Work Session at 6:53 p.m. and convened into
the Regular Session at 7:30 p.m.
Invocation 7:30 p.m.4.
Sumesh Jacob with First United Methodist Church of Coppell gave the
Invocation.
Pledge of Allegiance5.
Mayor Wes Mays led the audience in the Pledge of Allegiance.
Citizens’ Appearance6.
Mayor Wes Mays asked for those who signed up to
1) Zeba Khan, 10412 Morton Court, Irving, spoke in support of a ceasefire
resolution.
2) Fadya Risheq, 4436 Zahir Circle, Irving, spoke in support of a ceasefire
resolution.
3) Faryall Tayyab, 5304 Carter Hill Drive, Fort Worth, spoke in support of a
ceasefire resolution.
4) Samar Taylor, 13900 Gallant Fox Court, Roanoke, spoke in support of a
ceasefire resolution.
Consent Agenda7.
A.Consider approval of the Minutes: January 23, 2024, and January 26-27,
Page 2City of Coppell, Texas
13
February 13, 2024City Council Minutes
2024.
A motion was made by Councilmember Kevin Nevels, seconded by
Councilmember Brianna Hinojosa-Smith, that Consent Agenda Items A through
E be approved. The motion passed by an unanimous vote.
B.Consider approval of an Ordinance for PD-210R3-SF-9, Lot 45, Block 1,
Anderson Addition, to allow a 54.3% lot coverage in lieu of the 35%
allowed on 0.21 acres, located on Lot 45, Block 1, Anderson Addition
(309 Kaye Street); and authorizing the Mayor to sign.
A motion was made by Councilmember Kevin Nevels, seconded by
Councilmember Brianna Hinojosa-Smith, that Consent Agenda Items A through
E be approved. The motion passed by an unanimous vote.
Enactment No: OR 91500-A-812
C.Consider approval of awarding Bid # Q-0124-02; to N.G. Painting, LP;
for Village Parkway Pump Station Ground Storage Tank Rehabilitation;
in the amount of $557,700.00; funded from undesignated fund balance of
Water Sewer fund; reimbursed in accordance with the reimbursement
resolution approved on April 12, 2022; and authorizing the City Manager
to sign any necessary documents.
A motion was made by Councilmember Kevin Nevels, seconded by
Councilmember Brianna Hinojosa-Smith, that Consent Agenda Items A through
E be approved. The motion passed by an unanimous vote.
D.Consider approval of an award to Custard Construction Services for the
construction and installation of a perimeter fence around the Wagon
Wheel Park soccer practice fields, in the amount of $176,790.20 as
budgeted in the Coppell Recreation Development Corporation (CRDC)
fund, with contract pricing through the TIPS, Contract No. 211001; and
authorizing the City Manager to sign any necessary documents.
A motion was made by Councilmember Kevin Nevels, seconded by
Councilmember Brianna Hinojosa-Smith, that Consent Agenda Items A through
E be approved. The motion passed by an unanimous vote.
E.Consider approval of Coppell Recreation Development Corporation
appointment of officers.
A motion was made by Councilmember Kevin Nevels, seconded by
Councilmember Brianna Hinojosa-Smith, that Consent Agenda Items A through
E be approved. The motion passed by an unanimous vote.
End of Consent Agenda
City Manager Reports, Project Updates, Future Agendas, and Direction from Work
Session
8.
S. Belt Line Road – The contractor continues to work on subgrade, paving and
traffic signals between Hackberry and 635.
Page 3City of Coppell, Texas
14
February 13, 2024City Council Minutes
DART - Currently working on the Freeport Parkway Crossing. They will be
closing Moore Road to install the tracks from February 23rd - 26th.
500 Southwestern (The Hangar, Art Annex) - Demolition and remodel is
underway.
Woodhurst – The contractor is continuing to install utilities.
Mayor and Council Reports on Recent and Upcoming Events.9.
The Commodores will be performing at the Coppell Arts Center on Saturday,
April 13th. Tickets are now on sale, visit CoppellArtsCenter.org to purchase
your tickets while they’re available.
For the upcoming May 4, 2024, Election, the filing period ends Friday, February
16, 2024, at 5pm. Visit the Election webpage for more information.
Public Service Announcements concerning items of community interest with no
Council action or deliberation permitted.
10.
Councilmember Kevin Nevels discussed the recent tour at Coppell High School
for Career and Technical Education Month.
Necessary Action from Executive Session11.
There was no action resulting from Executive Session.
Adjournment12.
There being no further business before this Council, the meeting adjourned at
7:48 p.m.
________________________
Wes Mays, Mayor
ATTEST:
________________________
Ashley Owens, City Secretary
Page 4City of Coppell, Texas
15
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7334
File ID: Type: Status: 2023-7334 Agenda Item Agenda Ready
1Version: Reference: In Control: Engineering
02/16/2024File Created:
Final Action: Citywide Electrical ContractFile Name:
Title: Consider approval of awarding Bid #Q-0124-01; Citywide Fiber/Network
and Electrical services to Nema 3 Electric, Inc.; for a one-year period
beginning February 28, 2024, with option to renew, four additional one-year
terms; funds are budgeted in various departmental budgets for this service;
and authorizing the City Manager to sign any necessary documents.
Notes:
Sponsors: Enactment Date:
Memo.pdf, Nema 3 Service Agreement.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7334
Title
Consider approval of awarding Bid #Q-0124-01; Citywide Fiber/Network and Electrical
services to Nema 3 Electric, Inc.; for a one-year period beginning February 28, 2024, with
option to renew, four additional one-year terms; funds are budgeted in various departmental
budgets for this service; and authorizing the City Manager to sign any necessary
documents.
Summary
Fiscal Impact:
The fiscal impact of this Agenda item is estimated to be $500,000.00, as budgeted in the
General Fund of the various departments utilizing this vendor.
Staff Recommendation:
The Public Works Department recommends approval.
Page 1City of Coppell, Texas Printed on 2/23/2024
16
Master Continued (2023-7334)
Strategic Pillar Icon:
Sustainable Government
Page 2City of Coppell, Texas Printed on 2/23/2024
17
1
MEMORANDUM
To: Mayor and City Council
From: Steve Shore, Facility Manager
Michael Garza, P.E., Director of Public Works
Date: February 27, 2024
Reference: Consider approval of awarding Bid #Q-0124-01; Citywide Fiber/Network and Electrical
services to Nema 3 Electric, Inc.; for a one-year period beginning February 28, 2024,
with an option to renew four additional one-year terms; funds are budgeted in various
departmental budgets for this service; and authorizing the City Manager to sign any
necessary documents.
2040: Sustainable Government
Introduction:
This agenda item is being presented to consider approval of awarding Bid #Q-0124-01; Citywide
Fiber/Network and Electrical services to Nema 3 Electric, Inc.; for a one-year period beginning
February 28, 2024, with an option to renew four additional one-year terms; funds are budgeted in
various departmental budgets for this service; and authorizing the City Manager to sign any necessary
documents.
Background:
A Request for Proposals (RFP) was utilized with weighted evaluation criteria.
• One (1) proposal was received
• The responsive bidder was Nema 3 Electric, Inc.
• The agreement term is effective February 28, 2024, to February 28, 2025, with option to renew
four additional one-year terms.
In December 2023, the City of Coppell solicited proposals from Texas Department of Licensing and
Regulation (TDLR) approved and licensed electrical contractors to provide citywide electrical, fiber
and data maintenance and repair services, including the provision of parts and materials. Because
this contract is for citywide service, the RFP was written by and evaluated by a committee that
included representatives from Procurement, Community Experiences, Enterprise Solutions and
Public Works.
18
2
The evaluation criteria were discussed during the pre-bid meeting and included:
• Respondent qualifications and experience – 40 percent
• Bid response – 10 percent
• Pricing – 40 percent
• References – 10 percent
It was conveyed clearly to the bidders that the price considered was not ‘Low Bid’, but rather the
most responsible price based on the scope and level of service delivery desired. Requests for
Proposals allows the owner and vendor to negotiate and yields a Best and Final Offer (BAFO).
The one proposal was received from Nema 3 with pricing of $95.00 per hour for a master electrician.
Nema 3 also gave a percentage of 30% markup from cost structure for parts and materials. Nema 3
Electric, Inc. is the City’s current electrical service vendor. The annual expenditure for contracted
electrical services for the 2023 fiscal year was $415,000.
Benefit to the Community:
By having set pricing contract with a vendor this assures a competitive rate. It also allows various
City of Coppell departments needing services to have a vendor rapidly respond for tasks covered
under the contract.
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 estimated to be $500,000.00, as budgeted in the General
Fund of the various departments utilizing this vendor.
Recommendation:
The Public Works Department recommends approval of this contract.
19
- 1 - 15301
STATE OF TEXAS §
§ AGREEMENT FOR SERVICES
COUNTY OF DALLAS §
This agreement (“Agreement”) is made by and between the City of Coppell, Texas (“City”)
and _Nema 3_Electric, Inc.__, (the “Professional”) acting by and through their authorized
representatives.
Recitals:
WHEREAS, the City desires to engage the services of Professional as an independent
contractor and not as an employee in accordance with the terms and conditions set forth in this
Agreement; and
WHEREAS, the Professional desires to render pest control services for the City in
accordance with the terms and conditions set forth in this Agreement;
NOW THEREFORE, in exchange for the mutual covenants set forth herein and other
valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties
agree as follows:
Article I
Term
1.1 This term of this Agreement shall begin on the last date of execution hereof (the
“Effective Date”) for one year with four additional options to renew.
1.2 Either party may terminate this Agreement by giving thirty (30) days prior written
notice to the other party. In the event of such termination the Professional shall be entitled to
compensation for any services completed to the reasonable satisfaction of the City in accordance
with this Agreement prior to such termination.
Article II
Scope Of Services
2.1 The Professional shall provide the services specifically set out in Exhibit “A”.
2.2 The parties acknowledge and agree that all opinions provided by the Professional
represent the best judgment of the Professional.
2.3 All materials and reports prepared by the Professional in connection with this
Agreement are “works for hire” and shall be the property of the City. The City shall have the right
to publish, disclose, distribute and otherwise use such materials and reports in accordance with the
Engineering Practice Act of the State of Texas. Professional shall upon completion of the services,
or earlier termination, provide the City with reproductions of all materials reports, and exhibits
20
- 2 - 15301
prepared by Professional pursuant to this Agreement, and in electronic format if requested by the
City.
Article III
Schedule Of Work
The Professional agrees to commence services upon written direction from the City and to
complete the required services in accordance with a work schedule established by the City (the
“Work Schedule”).
Article IV
Compensation And Method Of Payment
4.1 The City shall compensate the Professional for the services by payment of a fee as
set out in the schedule attached in Exhibit “A”.
4.2 The Professional shall be responsible for all expenses related to the services
provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile
charges, telephone, internet and email charges.
Article V
Devotion Of Time; Personnel; And Equipment
5.1 The Professional shall devote such time as reasonably necessary for the satisfactory
performance of the work under this Agreement. Should the City require additional services not
included under this Agreement, the Professional shall make reasonable effort to provide such
additional services at mutually agreed charges or rates, and within the time schedule prescribed by
the City; and without decreasing the effectiveness of the performance of services required under
this Agreement.
5.2 To the extent reasonably necessary for the Professional to perform the services
under this Agreement, the Professional shall be authorized to engage the services of any agents,
assistants, persons, or corporations that the Professional may deem proper to aid or assist in the
performance of the services under this Agreement. The cost of such personnel and assistance shall
be borne exclusively by the Professional.
5.3 The Professional shall furnish the facilities, equipment, telephones, facsimile
machines, email facilities, and personnel necessary to perform the services required under this
Agreement unless otherwise provided herein.
Article VI
Miscellaneous
6.1 Entire Agreement. This Agreement constitutes the sole and only agreement between
the parties and supersedes any prior understandings written or oral agreements between the parties
with respect to this subject matter.
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6.2 Assignment. The Professional may not assign this Agreement in whole or in part
without the prior written consent of City. In the event of an assignment by the Professional to
which the City has consented, the assignee shall agree in writing with the City to personally
assume, perform, and be bound by all the covenants, and obligations contained in this Agreement.
6.3 Successors and Assigns. Subject to the provisions regarding assignment, this
Agreement shall be binding on and inure to the benefit of the parties to it and their respective heirs,
executors, administrators, legal representatives, successors and assigns.
6.4 Governing Law. The laws of the State of Texas shall govern this Agreement; and
venue for any action concerning this Agreement shall be in Dallas County, Texas.
6.5 Amendments. This Agreement may be amended by the mutual written agreement of
the parties.
6.6 Severability. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not effect any other provisions, and the Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had never been contained
in it.
6.7 Independent Contractor. It is understood and agreed by and between the parties that
the Professional in satisfying the conditions of this Agreement, is acting independently, and that the
City assumes no responsibility or liabilities to any third party in connection with these actions. All
services to be performed by Professional pursuant to this Agreement shall be in the capacity of an
independent contractor, and not as an agent or employee of the City. Professional shall supervise
the performance of its services and shall be entitled to control the manner and means by which its
services are to be performed, subject to the terms of this Agreement.
6.8 Notice. Any notice required or permitted to be delivered hereunder may be sent by
first class mail, overnight courier or by confirmed telefax or facsimile to the address specified
below, or to such other party or address as either party may designate in writing, and shall be
deemed received three (3) days after delivery set forth herein:
If intended for City, to: With copy to:
City of Coppell, Texas Robert Hager
Attn: City Manager Nichols, Jackson, Dillard, Hager & Smith
255 Parkway Blvd. 1800 Lincoln Plaza
Coppell, Texas 75019 500 N. Akard
Facsimile No. (972) 304-3673 Dallas, Texas 75201
Facsimile No. (214) 965-0010
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If intended for Professional:
Nema 3 Electric, Inc.____
4161 Old Hwy 67_________
Midlothian, TX 76065_____
6.9 Counterparts. This Agreement may be executed by the parties hereto in separate
counterparts, each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute one and the same instrument. Each counterpart may consist
of any number of copies hereof each signed by less than all, but together signed by all of the parties
hereto.
6.10 Exhibits. The exhibits attached hereto are incorporated herein and made a part
hereof for all purposes.
6.11 Indemnification. CITY SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE,
OR INJURY OF ANY KIND OR CHARACTER TO ANY PERSON OR PROPERTY ARISING
FROM THE SERVICES OF THE PROFESSIONAL PURSUANT TO THIS AGREEMENT.
PROFESSIONAL HEREBY WAIVES ALL CLAIMS AGAINST CITY, ITS OFFICERS,
AGENTS AND EMPLOYEES (COLLECTIVELY REFERRED TO IN THIS SECTION AS
“CITY”) FOR DAMAGE TO ANY PROPERTY OR INJURY TO, OR DEATH OF, ANY
PERSON ARISING AT ANY TIME AND FROM ANY CAUSE OTHER THAN THE
NEGLIGENCE OR WILLFUL MISCONDUCT OF CITY. PROFESSIONAL AGREES TO
INDEMNIFY AND SAVE HARMLESS CITY FROM AND AGAINST ANY AND ALL
LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS,
ATTORNEYS’ FEES AND COSTS OF INVESTIGATION) AND ACTIONS BY REASON OF
INJURY TO OR DEATH OF ANY PERSON OR DAMAGE TO OR LOSS OF PROPERTY TO
THE EXTENT CAUSED BY THE PROFESSIONAL’S NEGLIGENCE PERFORMANCE OF
SERVICES UNDER THIS AGREEMENT OR BY REASON OF ANY ACT OR OMISSION ON
THE PART OF PROFESSIONAL, ITS OFFICERS, DIRECTORS, SERVANTS, AGENTS,
EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUBCONTRACTORS, LICENSEES,
SUCCESSORS OR PERMITTED ASSIGNS (EXCEPT WHEN SUCH LIABILITY, CLAIMS,
SUITS, COSTS, INJURIES, DEATHS OR DAMAGES ARISE FROM OR ARE ATTRIBUTED
TO SOLE NEGILGENCE OF THE CITY). IF ANY ACTION OR PROCEEDING SHALL BE
BROUGHT BY OR AGAINST CITY IN CONNECTION WITH ANY SUCH LIABILITY OR
CLAIM, THE PROFESSIONAL, ON NOTICE FROM CITY, SHALL DEFEND SUCH ACTION
OR PROCEEDINGS AT PROFESSIONAL’S EXPENSE, BY OR THROUGH ATTORNEYS
REASONABLY SATISFACTORY TO CITY. THE PROFESSIONAL’S OBLIGATIONS
UNDER THIS SECTION SHALL NOT BE LIMITED TO THE LIMITS OF COVERAGE OF
INSURANCE MAINTAINED OR REQUIRED TO BE MAINTAINED BY PROFESSIONAL
UNDER THIS AGREEMENT. THIS PROVISION SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT
6.12 Audits and Records. The Professional agrees that during the term hereof the City
and its representatives may, during normal business hours and as often as deemed necessary,
inspect, audit, examine and reproduce any and all of the Professional’s records relating to the
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services provided pursuant to this Agreement for a period of one year following the date of
completion of services as determined by the City or date of termination if sooner.
6.13 Conflicts of Interests. The Professional represents that no official or employee of
the City has any direct or indirect pecuniary interest in this Agreement.
6.14 Insurance.
(a) Professional shall during the term hereof maintain in full force and effect the
following insurance: (1) a policy of insurance for bodily injury, death and property
damage insuring against all claims, demands or actions relating to the Professional’s
performance of services pursuant to this Agreement with a minimum combined
single limit of not less than $1,000,000 Dollars per occurrence for injury to persons
(including death), and for property damage; (2) policy of automobile liability
insurance covering any vehicles owned and/or operated by Professional, its officers,
agents, and employees, and used in the performance of this Agreement; and (3)
statutory Worker’s Compensation Insurance covering all of Professional’s
employees involved in the provision of services under this Agreement.
(b) All insurance and certificate(s) of insurance shall contain the following provisions:
(1) name the City, its officers, agents and employees as additional insureds as to all
applicable coverage with the exception of Workers Compensation Insurance; (2)
provide for at least thirty (30) days prior written notice to the City for cancellation,
non-renewal, or material change of the insurance; (3) provide for a waiver of
subrogation against the City for injuries, including death, property damage, or any
other loss to the extent the same is covered by the proceeds of insurance.
(c) All insurance companies providing the required insurance shall either be authorized
to transact business in Texas and rated at least “B” by AM Best or other equivalent
rating service or approved by the City Risk Manager. (d) A certificate of insurance
evidencing the required insurance shall be submitted to the City prior to
commencement of services.
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EXECUTED this _______ day of ____________________, 2024.
City of Coppell, Texas
By:
Mike Land, City Manager
Approved as to form:
By: ___________________________________
Robert Hager, City Attorney
EXECUTED this _______ day of ____________________, 2024.
Professional:
By:
Name: Nema 3 Electric, Inc.
Title:
25
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EXHIBIT “A”
SCOPE OF SERVICES
CITY OF COPPELL
SERVICES AGREEMENT
26
27
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7338
File ID: Type: Status: 2023-7338 Agenda Item Agenda Ready
1Version: Reference: In Control: Engineering
02/16/2024File Created:
Final Action: FS5 Early Release PackageFile Name:
Title: Consider approval of Fire Station No. 5 Early Release Package with Byrne
Construction Services; in the amount of $604,895.00; funded from the
General Fund, then reimbursed in accordance with the Reimbursement
Resolution approved on April 12, 2022; and authorizing the City Manager
to sign any necessary documents.
Notes:
Sponsors: Enactment Date:
Memo.pdf, Cost Summary.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7338
Title
Consider approval of Fire Station No. 5 Early Release Package with Byrne Construction
Services; in the amount of $604,895.00; funded from the General Fund, then reimbursed in
accordance with the Reimbursement Resolution approved on April 12, 2022; and
authorizing the City Manager to sign any necessary documents.
Summary
Fiscal Impact:
The fiscal impact of this package is $604,895.00 and will be funded from fund balance of
the General Fund, then reimbursed in accordance with the reimbursement resolution
approved on April 12, 2022.
Staff Recommendation:
The Public Works Department recommends approval.
Page 1City of Coppell, Texas Printed on 2/23/2024
28
Master Continued (2023-7338)
Strategic Pillar Icon:
Sustainable Government
Page 2City of Coppell, Texas Printed on 2/23/2024
29
1
MEMORANDUM
To: Mayor and City Council
From: Jamie Brierton, Capital Programs Administrator
Kevin Richardson, Fire Chief
Date: February 27, 2024
Reference: Consider approval of Fire Station No. 5 Early Release Package with Byrne
Construction Services; in the amount of $604,895.00; funded from the General Fund,
then reimbursed in accordance with the Reimbursement Resolution approved on
April 12, 2022; and authorizing the City Manager to sign any necessary documents.
2040: Sustainable Government
Introduction:
The purpose of this agenda item is to consider award for approval of Fire Station No. 5 Early Release
Package with Byrne Construction Services; in the amount of $604,895.00; funded from the General
Fund, then reimbursed in accordance with the Reimbursement Resolution approved on April 12,
2022; and authorizing the City Manager to sign any necessary documents.
Background:
After approval of the AIA Contract with Byrne Construction Services, the next step in the Fire Station
No. 5 project is the demolition of the existing structure at 157 Moore Road and the procurement of
the long-lead electrical components. The generator and switch gear are forecasted to have a delivery
date 12 + months from date of order, so it is imperative for the project that they be ordered as soon
as possible to be delivered in tandem with the construction schedule.
The schedule for the demolition of the existing structure is being closely coordinated with the
Community Experiences Department, the construction of the facility at The Hangar (500
Southwestern Blvd.), and Coppell ISD.
The demolition and electrical components are issued as the Early Release Package, which will allow
the contractor to clear the site on schedule and have the long-lead items ordered. The Guaranteed
Maximum Price (GMP) for the construction of Fire Station No. 5 is scheduled for City Council review
in April 2024.
30
2
Benefit to the Community:
By approving the Early Release Package, it will allow the demolition of the existing building and
purchase of the long lead time electrical equipment, to move forward. These are necessary steps
towards the goal of constructing Fire Station No. 5 to serve the community.
Legal Review:
The City Attorney has reviewed the original contract.
Fiscal Impact:
The fiscal impact of this package is $604,895.00 and will be funded from fund balance of the General
Fund, then reimbursed in accordance with the Reimbursement Resolution approved on
April 12, 2022.
Recommendation:
The Public Works and Fire Departments are recommending approval of this contract.
31
A CENTURY OF EXCELLENCE
551 E. Berry Street
Fort Worth, Texas 76110
(817) 335-3394
Fax (817) 877-5507
Date:February 15, 2024
Bid
Package #Bid Package Description Early Release Package Notes
010020 Temporary Construction 53,244$
023000 Demolition 160,700$
033000 Concrete
036500 Polished & Stained Concrete
044000 Masonry
051000 Structural Steel
061000 Rough Carpentry
062000 Architectural Woodwork
071000 Waterproofing & Sealants
074100 Roofing
081000 Doors, Frames & Hardware
083300 Overhead Doors
084000 Glass & Glazing
092100 Drywall & Acoustical
093000 Tile
096200 Rubber Athletic Flooring
096600 Resilient Flooring & Base
099100 Painting
100000 Specialties
101400 Signage
105300 Canopies & Awnings
110000 Specialty Equipment
114300 Residental / Kitchen Equipment
115200 AV Equipment
116500 Athletic Equipment
122000 Window Treatment
210000 Fire Protection
220000 Plumbing
230000 HVAC
260000 Electrical 224,258$
270000 Communications
274000 Audio / Video Systems
280000 Security & Access Control
310000 Earthwork
310001 Enabling
313116 Termite Treatment
321720 Pavement Markings
321410 Fencing & Gates
323000 Site Improvements
329000 Landscape & Irrigation
330000 Site Utilities
Cost of Work Subtotal 438,202$
Design Completion Factor 0.00% -$
Market Volatility Contingency 2.00% 8,764$
Contractor Contingency 3.00% 13,146$
Building Permit EXCLUDED
Construction Costs Subtotal 460,112$
CGL & Umbrella Insurance 0.96% 5,813$
Builder's Risk Calc. 865$
Payment & Performance Bond Calc.9,644$
Construction Costs & Insurance Subtotal 476,434$
General Conditions & General Requirements 109,421$
Subtotal 585,855$
Preconstruction Fee w/ Main Package
Fee 3.25%19,040$
Project SubTotal 604,895$
Cost Estimate Summary Sheet
Coppell Fire Station #5
Early Release Package ERP02
Page 1 of 1 Cost Breakdown by Bid Package 32
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7339
File ID: Type: Status: 2023-7339 Agenda Item Agenda Ready
1Version: Reference: In Control: Engineering
02/16/2024File Created:
Final Action: Lead & Copper Inventory ProgramFile Name:
Title: Consider approval to enter into a Professional Services contract with
Freese and Nichols Inc.; for the development of a lead and copper
inventory program; in the amount of $89,791.00; funded from the
Water/Sewer fund; and authorizing the City Manager to sign any necessary
documents.
Notes:
Sponsors: Enactment Date:
Memo.pdf, FNI Scope and Proposal.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7339
Title
Consider approval to enter into a Professional Services contract with Freese and Nichols
Inc.; for the development of a lead and copper inventory program; in the amount of
$89,791.00; funded from the Water/Sewer fund; and authorizing the City Manager to sign
any necessary documents.
Summary
Fiscal Impact:
The fiscal impact of this item is $89,791.00, funded from the water and sewer fund.
Staff Recommendation:
The Public Works Department recommends approval.
Strategic Pillar Icon:
Page 1City of Coppell, Texas Printed on 2/23/2024
33
Master Continued (2023-7339)
Sustainable Government
Page 2City of Coppell, Texas Printed on 2/23/2024
34
1
MEMORANDUM
To: Mayor and City Council
From: Mike Garza, P.E., Director of Public Works
Date: February 27, 2024
Reference: Consider approval to enter into a Professional Services contract with Freese and
Nichols Inc.; for the development of a lead and copper inventory program; in the
amount of $89,791.00; funded from the Water/Sewer fund; and authorizing the City
Manager to sign any necessary documents.
2040: Sustainable Government
Introduction:
The purpose of this agenda item is to request approval to enter into a Professional Services contract
with Freese and Nichols Inc (FNI), for the development of a lead and copper inventory program as
required by The U.S. Environmental Protection Agency (EPA).
Background:
The U.S. Environmental Protection Agency (EPA) released the long-awaited Lead and Copper Rule
Revisions (LCRR) on January 15, 2021, setting new standards to remove harmful levels of lead and
copper from drinking water. More recently, the EPA delayed the LCRR’s effective date to
December 16, 2021, and the compliance date to October 16, 2024. This revision will require cities
and other water utilities to take significant action to protect customers from the health risks associated
with lead and copper and comply with the LCRR.
On November 30, 2023, the EPA announced the proposed Lead and Copper Rule Improvements
(LCRI). The proposed LCRI maintains the requirement to submit an initial Service Line Material
(SLM) inventory and begin related annual public communications in October 2024, as well as
performing public communications related to compliance monitoring results when the 90th Percentile
exceeds the Action Level. Freese and Nichols, Inc. has included the scope for these items and
proposes to leave the remaining post-October 2024 compliance items to a future phase of work after
the EPA and TCEQ develop the LCRI templates and guidance. There are significant, new
requirements proposed by LCRI, most notably to eliminate all unknowns, perform randomized
potholing to inspect inventory entries, and replace all lead and Galvanized Requiring Replacement
(GRR) lines to the customer building inlet by 2037.
35
2
Based on our preliminary data, we believe we do not have very many, if any, lead service lines in our
community. Lead was banned in the early 1980’s.
Benefit to the Community:
This project will help identify any service lines that need to be replaced based on the federal
guidelines to ensure safe drinking water.
Legal Review:
The City Attorney has reviewed the contract.
Fiscal Impact:
The fiscal impact of this item is $89,791.00, funded from the Water and Sewer fund.
Recommendation:
The Public Works Department recommends approval of this contract.
36
Professional Services Agreement Page 1 of 1
Rev 07/22
PROFESSIONAL SERVICES AGREEMENT
STATE OF TEXAS §
COUNTY OF TARRANT §
This Agreement is entered into by City of Coppell (Client) and Freese and Nichols, Inc. (FNI). In
consideration of FNI providing professional services for Client and Client utilizing these services, the
parties hereby agree:
I.EMPLOYMENT OF FNI: In accordance with the terms of this Agreement, Client agrees to employ and
compensate FNI to perform professional services in connection with the Project. The Project is
described as Lead and Copper Rule Revision Compliance Program.
II.SCOPE OF SERVICES: FNI shall render professional services in connection with the Project as set forth
in Attachment SC – Scope of Services and Responsibilities of Client which is attached to and made a
part of this Agreement.
III.COMPENSATION: Client agrees to pay FNI for all professional services rendered under this
Agreement. FNI shall perform professional services under this Agreement for a lump sum fee of
$89,791.00.
IV.TERMS AND CONDITIONS OF AGREEMENT: The Terms and Conditions of Agreement, as set forth in
Attachment TC – Terms and Conditions of Agreement, shall govern the relationship between the
Client and FNI.
V.GOVERNING LAW; VENUE: This Agreement shall be administered and interpreted under the laws of
the State of Texas. Venue of any legal proceeding involving this Agreement shall be in Tarrant County,
Texas.
VI.EFFECTIVE DATE: The effective date of this Agreement is January 31, 2024.
Nothing in this Agreement shall be construed to give any rights or benefits under this Agreement to
anyone other than the Client and FNI. All duties and responsibilities undertaken pursuant to this
Agreement will be for the sole and exclusive benefit of the Client and FNI and not for the benefit of any
other party. This Agreement constitutes the entire agreement between the Client and FNI and supersedes
all prior written or oral understandings.
This Agreement is executed in two counterparts. IN TESTIMONY HEREOF, Agreement executed:
CITY OF COPPELL FREESE AND NICHOLS, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
Trey Shanks
Vice President
January 31, 2024
37
SC-1
ATTA CHMENT SC
SCOPE OF SERVICES AND RESPONSIBILITIES OF CLIENT
PROJECT UNDERSTANDING
The U.S. Environmental Protection Agency (EPA) released the long-awaited Lead and Copper Rule Revisions
(LCRR) on January 15, 2021, setting new standards to remove harmful levels of lead and copper from drinking
water. More recently, the EPA delayed the LCRR’s effective date to December 16, 2021, and the compliance
date to October 16, 2024. This revision will require cities and other water utilities to take significant action to
protect customers from the health risks associated with lead and copper and comply with the LCRR.
On November 30, 2023, the EPA announced the proposed Lead and Copper Rule Improvements (LCRI). The
proposed LCRI maintains the requirement to submit an initial Service Line Material (SLM) inventory and begin
related annual public communications in October 2024, as well as performing public communications related
to compliance monitoring results when the 90th Percentile exceeds the Action Level. FNI has included the
scope for these items and proposes to leave the remaining post-October 2024 compliance items to a future
phase of work after the EPA and TCEQ develop the LCRI templates and guidance. There are significant new
requirements proposed by LCRI, most notably to eliminate all unknowns, perform randomized potholing to
inspect inventory entries, and replace all lead and Galvanized Requiring Replacement (GRR) lines to the
customer building inlet by 2037.
FNI recommends that the City of Coppell, TX (City) achieve initial compliance with LCRR through a systematic
approach as follows:
Basic Services
1. Project Management and Coordination Meetings
2. Initial SLM Inventory and Field Inspections
3. Public Communication Planning and Support
4. LCRR Initial Compliance Documentation and Reporting
ARTICLE I
BASIC SERVICES: FNI shall render the following professional services in connection with the development of
the Project:
Task 1 - Project Management and Coordination Meetings
1.1 Project Kickoff Meeting
FNI will conduct a kickoff meeting with key stakeholders to discuss the project approach, roles, and
deliverables.
1.2 Project Administration
Perform general administrative duties associated with the Project, including planning, progress monitoring
and monthly progress reporting, scheduling, quality control/quality assurance, and invoicing for the Project.
38
SC-2
These duties include maintaining regular contact with the City to help meet the needs of the City promptly
and executing work according to the work plan, budget, and schedule.
1.3 Project Coordination Meetings
Lead up to twelve (12) virtual, one-hour coordination meetings with the City’s staff to facilitate the progress
and completion of the project. Topics for each meeting will be identified in advance and related to the
execution of Tasks 2 – 4 of this project.
At each meeting, FNI will be responsible for:
• Developing and distributing the agenda in advance of the meeting
• Moderating the discussion
• Distributing meeting minutes and action items
The City will be responsible for:
• Reviewing the agenda and securing the participation of relevant staff for each meeting
• Reviewing meeting minutes and providing timely feedback to FNI
• Addressing action items on time
Task 2 - Initial SLM Inventory and Field Inspections
FNI will initiate the development of the SLM Inventory in preparation for submission to the TCEQ by October
16, 2024.
2.1 Records Review for SLM Inventory
FNI will evaluate the availability and quality of records required to complete the Historical Records Review
Section of the TCEQ inventory template. Records will be reviewed for information about service line age and
materials to support an SLM Inventory. FNI will review a small sample set from the available records to assess
the quality of the data and the potential for identifying the SLM and installation date. FNI will present the
records evaluation results and options for field inspection for discussion with the City staff at a project
coordination meeting.
2.2 GIS-based SLM Inventory
FNI will develop an ESRI ArcGIS Online web map of the initial SLM inventory representing City- and Customer-
side SLMs based on the findings of Task 2.1. The web map will include information on each service line's
private and City-owned portion, where available. The dataset will also indicate if a connection is a school or
registered childcare facility. Information from GIS will be exported and utilized to populate the TCEQ SLM
inventory template. During a project coordination meeting, FNI will present the initial SLM inventory to the
City. FNI will develop a document explaining the field inspection process for SLM inventory for the City.
2.3 Field Inspection Mobile App
FNI will develop a mobile app based on ESRI GIS technology to support the field inventory efforts. The app
will allow the field inspector to document the location, material, and photos of each measured meter box.
The mobile app will be available to City staff at the City’s discretion and will require an ArcGIS Online account
for each user. Data from the mobile app will be directly connected through ArcGIS Online to the SLM Inventory
web map described in Task 2.1.
39
SC-3
2.4 Field SLM Inspections Pilot
FNI will develop a map identifying general areas with a relatively higher likelihood of finding lead service lines
(LSLs). This map will be based on preliminary GIS information rather than the completed initial service line
inventory to get the pilot program moving as soon as possible.
FNI will perform 100 meter box inspections on the abovementioned areas. Lead identification methods such
as scratch, magnet, and lead swab testing will be used for the field inspections. These tests shall include the
removal of sediment from the meter box or excavation of test holes as required to expose incoming/outgoing
service lines, wiping service lines clean, and collection/recording of data for each water line (size, material,
condition), including pictures, and site cleanup/restoration. FNI will perform additional meter box inspections
as an additional service upon the City’s request.
FNI will provide the maps and written content to the City for the City’s use in public communication of field
inspections.
2.5 FNI Ongoing Desktop and Field SLM Inspection Coordination
Through general coordination meetings during field inspections, the FNI will provide updates regarding FNI’s
progress in populating the inventory, guidance for ongoing desktop and field assessments, and the need to
adjust inventory targets as data is available.
Task 2 Deliverables
• Records review for SLM inventory
• GIS-based and spreadsheet version of the initial SLM inventory, with schools and childcare facilities
indicated
• Documentation of the process for SLM inventory
• Mobile app for field inspections
• Maps and text for public communication materials to coordinate fieldwork
• 100 meter inspections, including FNI coordination support
Task 3 – Public Communication
FNI will create communication materials for the City’s use to meet the public outreach requirements of LCRR
and LCRI and to assist the City with communication on LCRR topics. FNI will provide draft communication
materials for the City’s review. FNI will finalize the communication materials after final review comments from
the City are provided.
3.1 FAQs and Website Materials
FNI will provide a series of topics and suggested messages to the City and its public communications team
and develop a standard FAQ sheet to unify the City’s messaging on key LCRR topics such as:
• Potential lead risks in drinking water related to lead piping
• The City’s monitoring and compliance history
• LCRR updates to lead regulations
• SLM inventory
• Potential presence of lead materials in premise plumbing
FNI will identify recommended webpage content from the developed FAQs and provide recommended text
for the City to include public-facing inventory to be posted online. Website design and creation is outside the
scope of this project. The City will be responsible for the design and creation of a website, and FNI will provide
40
SC-4
a review and comments to the City on the website. City must develop the website draft at least four (4) weeks
ahead of the compliance deadline and provide it to FNI for review.
3.2 Public-facing SLM Inventory
FNI will develop a web map and MS Excel spreadsheet to serve as the City's public-facing inventory. FNI will
provide options to the City for displaying required information and reviewing other suggested information
the City may include to the public. FNI will incorporate the City’s feedback into a final web map and
spreadsheet.
3.3 Community Meeting Materials
FNI will provide a PowerPoint presentation and a 1-page handout to support the City’s communication with
school boards, community open houses, and other entities.
3.4 Annual SLM Notices
FNI will support the City in preparing the required annual SLM notices for customers served by lead, GRR, and
lead-status-unknown SLM. The City will be responsible for delivery of the SLM notices to customers.
• Standard Operating Procedure (SOP) and Review of SL Notification Requirements - FNI will review
the notice requirements in a progress meeting with the City and discuss methods of delivery and cost
estimates. FNI will present a drafted SOP as a checklist for preparing, delivering, and certifying the
annual notices to TCEQ. FNI will take up one round of comments and provide a finalized SOP.
• Develop Notices and Supplemental Messaging - FNI will draft supplemental messaging for the City
to review and consider providing along with the TCEQ template(s) for notices. FNI will review and use
the best available information and guidelines from TCEQ to develop the supplemental content. FNI
will provide up to three (3) draft letters: one version for lead SL, one for GRR SL, and one for unknown
SLM. FNI will provide an electronic draft of notice content to the City. The City will issue the notices
to customers within 30 days of the inventory submittal to TCEQ, as LCRR requires.
• Support to City During Issue and Certification of Notices - FNI will provide the City with up to 16
hours of support to address City customer questions. The LCRR requires the City to certify that the
annual notices were delivered to the State. FNI will prepare a certification form for the 2024 notices
for the City to review, sign, and submit as required.
Task 3 Deliverables
• FAQs and website materials
• Public-facing SLM inventory
• Community meeting materials
• SOP for annual SLM notices, provided electronically
• SLM template notice(s): up to three (3) drafted versions, provided electronically.
• Certification form for SLM notices: completed for signature, provided electronically
Task 4 – LCRR Initial Compliance Documentation and Reporting
FNI will perform the final review and preparation of the SLM inventory for submittal to TCEQ by the
compliance date of October 16, 2024.
41
SC-5
4.1 Final Review and Export
FNI will review the GIS SLM inventory with the City in up to two 1-hour virtual work sessions and walk through
the export into the TCEQ template. FNI will perform a final review, present the final draft inventory during a
progress meeting before submission to TCEQ, and send it to the City for one round of comments.
4.2 Submittal and Post-Submittal Support
FNI will prepare and present the final SLM Inventory to the City during a virtual progress meeting. During the
meeting, FNI will complete the certification section with the City’s approval and provide the completed Excel
file to the City for submission to TCEQ by the compliance deadline. FNI will provide up to 20 hours of submittal
and post-submittal support in answering TCEQ questions on the submitted documents.
Task 4 Deliverables
• Final SLM inventory in TCEQ template (Excel file)
ARTICLE II
ADDITIONAL SERVICES: Any services performed by FNI that are not included in the Basic Services described
above are Additional Services. Related Additional Services to be performed by FNI, if authorized by Client,
are described as follows:
AS.1 Additional Meter Box Inspections
FNI will coordinate and oversee additional meter box inspections at a unit rate per meter box, not including
FNI coordination efforts, to document the lead status of each service line at the meter. The field inspections
will consist of an inspection of the public and private portions of the service line. The field inspections will
use identification methods such as scratch, magnet, and lead swab testing.
Suppose meter box inspections are conducted at all locations with unknown material. In that case, FNI
recommends also conducting randomized profiling to inspect line materials at up to 50 locations. FNI will
assist in the randomized selection of locations. Authorization from property owners will be required to
conduct potholing.
AS.2 Service Line Excavations away from the Meter Box
FNI will coordinate and oversee field inspections at a rate of $800 and $1400 per non-paved and paved
location, respectively, to document the lead status of each service line using excavation (potholing) to inspect
SL material further away from the meter box. The field inspections will consist of an inspection of the public
and private portions of the service line. The field inspections will use identification methods such as scratch,
magnet, and lead swab testing.
AS.3 Customer Outreach to Support Field Inspections
FNI will coordinate with the City to identify customer connections for field inspections. FNI will develop
template digital materials (e.g., door hangers) for the City to notify property owners and occupants of field
inspectors conducting field inspections and as required, to request customer authorization of excavations on
private property. FNI will provide materials, including the GIS-based SLM Inventory, door hangers, brochures,
media kit for local news, and customer authorization forms—training and Review of Desktop and Field SLM
42
SC-6
Inspections by City Staff.
AS.4 Training of City Staff on Field Inspections
LCRR requires continually updating the inventory as line material is observed during routine maintenance
activities. FNI will conduct one (1) training session for City staff to conduct field inspections of service lines
using the mobile app. The field inspections will consist of a visual inspection of the public and private portions
of the service from within the meter box. Lead identification methods such as scratch and lead swab testing
will be used for the field inspections. FNI will provide a procedure for the use of the SLM Mobile App.
AS.5 Lead Service Line Replacement Plan – Compliance Date To Be Pushed Back With The Effect of LCRI
Suppose the City discovers the presence of unknown, lead, or GRR SLs during the inspections. FNI can develop
a lead service line replacement plan. The major components of the plan per the finalized LCRR are listed
below:
• Document the strategy to determine the inventory composition of “lead status unknown” service
lines.
• Develop a procedure for conducting total LSL replacements.
• Public communication approaches, including the plan for informing customers before a full or partial
LSL replacement.
• Determine the LSL replacement goal rate if the lead level exceeds the Lead Trigger Level (10 µg/L).
• Document the line flushing procedure for customers with LSLs.
• Develop a strategy for prioritizing LSL replacement that targets known LSLs and consider
disadvantaged consumers and populations most sensitive to the effects of lead.
• Develop a funding strategy for LSL replacement that accommodates customers who cannot pay for
their replacement portion.
AS.6 Distribution System and Site Assessment Procedure Planning
FNI will meet with the City to discuss compliance with the Find and Fix requirements of the LCRR and LCRI.
FNI will develop a workflow for the implementation of the “Find and Fix” procedure, including a flow chart
and documentation on the following:
• Roles and Internal communication, documentation, and reporting of sample results.
• Public communication.
• Follow-up lead and WQ sampling within the home and neighborhood.
• Tactics for assessing lead sources within the home.
• Interim and final mitigation alternatives.
• Communication with TCEQ.
AS.7 Preliminary Sampling
An approach for preliminary sampling before the compliance deadline will be recommended to observe the
lead levels at the updated sites using updated sample methods as recommended in LCRR and LCRI. Lead tap
samples will be conducted at up to 60 sites (number of sites required by initial monitoring). Up to 10 sites
will also be samples for Water Quality Parameter analysis to assess corrosivity.
FNI will provide public outreach materials to explain the sampling event to customers. FNI will coordinate
and provide sampling and analysis through a sub-contractor. (or sampling and analysis will be provided and
43
SC-7
coordinated by City staff.) FNI will calculate the 90th percentile results of lead samples and conduct a desktop
corrosivity assessment for each site with WQP data. During a progress meeting, FNI will review and present
the results to the City.
AS.8 TWDB LCRR Pre-Funding Application Support
The TWDB is expected to release a second round of funding in the spring of 2024. FNI will prepare a TWDB
LCRR funding application for the City. FNI will review the methodology and draft application with the City at
a project coordination meeting. FNI will finalize the application based on the City’s feedback and coordinate
with the City to apply the TWDB by the annual deadline.
AS.9 TWDB Full Application & Closing Process Support
FNI will support the City to develop and submit a full funding application and complete the closing process
for TWDB funding. As a part of this Additional Service, FNI will:
• Participate in a pre-application conference with the TWDB and the City
• Assist in the preparation of the application and submittal
• Assist with responses to TWDB requests for information during the TWDB application administrative
and technical reviews
• Attend the TWDB board meeting for funding commitment on behalf of the City and
• Provide input and guidance during the closing process, coordinating with the TWDB and the City.
ARTICLE III
TIME OF COMPLETION: FNI recommends implementing the schedule in the table below to execute this Scope
of Services.
The Tasks related to the inventory will be completed by September 16, 2024, to allow for submittal of the
initial inventory by the October 16, 2024 compliance deadline.
If FNI’s services are delayed through no fault of FNI, FNI shall be entitled to adjust the contract schedule
consistent with the number of days of delay. These delays may include but are not limited to delays in Client
or regulatory reviews, delays in the flow of information to be provided to FNI, governmental approvals, etc.
These delays may result in an adjustment to compensation as outlined on the face of this Agreement.
ARTICLE IV
COMPENSATION: The following is the breakdown of the proposed fees.
TASK FEE COMPENSATION TYPE
BASIC SERVICES
1 – Project Management and Coordination Meetings $15,531
Lump Sum
2 – Initial SLM Inventory & Field Verifications-100 connections $44,713
3 – Public Communication $24,977
4 – LCRR Initial Compliance Documentation and Reporting $4,570
Total Basic Services Fee $89,791
44
SC-8
ARTICLE V
RESPONSIBILITIES OF CLIENT: Client shall perform the following in a timely manner so as not to delay the
services of FNI:
A. Designate in writing a person to act as Client’s representative with respect to the services to be
rendered under this Agreement. Such person shall have contract authority to transmit instructions,
receive information, interpret and define Client’s policies and decisions with respect to FNI’s services
for the Project.
B. Provide all criteria and full information as to Client’s requirements for the Project.
C. Assist FNI by placing at FNI’s disposal all available information pertinent to the Project including
previous reports and any other data relative to the Project.
D. Arrange for access to and make all provisions for FNI to enter upon public and private property as
required for FNI to perform services under this Agreement.
E. Examine all studies, reports, sketches, drawings, specifications, proposals and other documents
presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as Client
deems appropriate for such examination and render in writing decisions pertaining thereto within a
reasonable time so as not to delay, or cause rework in, the services of FNI.
F. Provide such accounting, independent cost estimating and insurance counseling services as may be
required for the Project, such legal services as Client may require or FNI may reasonably request with
regard to legal issues pertaining to the Project.
G. Give prompt written notice to FNI whenever Client observes or otherwise becomes aware of any
development that affects the scope or timing of FNI’s services.
H. Furnish, or direct FNI to provide, Additional Services as stipulated in Attachment SC, Article III of this
Agreement or other services as required.
I. Bear all costs incident to compliance with the requirements of this Article V.
ARTICLE VI
DESIGNATED REPRESENTATIVES: FNI and Client designate the following representatives:
Client ’s Designated Representative –
Client ’s Accounting Representative –
FNI’s Designated Representative – Tanu Kulkarni
801 Cherry Street, Suite 2800
Fort Worth, TX 76102
817-735-7402
Tanu.Kulkarni@freese.com
45
SC-9
FNI’s Accounting Representative – Erin Westbrook
801 Cherry Street, Suite 2800
Fort Worth, Tx 76102
817-735-7395
Erin.Westbrook@freese.com
46
Attachment TC Page 1 of 4
Rev 07/23
TERMS AND CONDITIONS OF AGREEMENT
1.DEFINITIONS: As used herein: (1) City refers to the party named as such in the Agreement between
the City and FNI; (2) FNI refers to Freese and Nichols, Inc., its employees and agents, and its
subcontractors and their employees and agents; and (3) Services refers to the professional services
performed by FNI pursuant to the Agreement.
2.INFORMATION FURNISHED BY CITY: City will assist FNI by placing at FNI’s disposal all available
information pertinent to the project, including previous reports and any other data relative to design
or construction of the project. FNI shall have no liability for defects or negligence in the Services
attributable to FNI’s reliance upon or use of data, design criteria, drawings, specifications, or other
information furnished by City. To the fullest extent permitted by law, City agrees to indemnify and
hold FNI harmless from any and all claims and judgments, and all losses, costs, and expenses arising
therefrom. FNI shall disclose to City, prior to use thereof, defects or omissions in the data, design
criteria, drawings, specifications, or other information furnished by City to FNI that FNI may
reasonably discover in its review and inspection thereof.
3.STANDARD OF CARE: FNI will perform all professional services under this Agreement with the
professional skill and care ordinarily provided by competent members of the subject profession
practicing under the same or similar circumstances and professional license as expeditiously as is
prudent considering the ordinary professional skill and care of a competent member of the subject
profession. FNI makes no warranties, express or implied, under this Agreement or otherwise, in
connection with any Services performed or furnished by FNI.
4.INSURANCE: FNI shall provide City with certificates of insurance with the following minimum
coverage:
Commercial General Liability Workers’ Compensation
$2,000,000 General Aggregate As required by Statute
Automobile Liability (Any Auto) Professional Liability
$1,000,000 Combined Single Limit $3,000,000 Annual Aggregate
5.CHANGES: City, without invalidating the Agreement, may order changes within the general scope of
Services required by the Agreement by altering, adding, and/or deducting from the Services to be
performed. If any such change under this clause causes an increase or decrease in FNI’s cost or time
required for the performance of any part of the Services, an equitable adjustment will be made by
mutual agreement and the Agreement will be modified in writing accordingly.
FNI will make changes to the drawings, specifications, reports, documents, or other deliverables as
requested by City. However, when such changes differ from prior comments, directions, instructions,
or approvals given by City or are due to causes not solely within the control of FNI, FNI shall be
entitled to additional compensation and time required for performance of such changes to the
Services authorized under this Agreement.
6.OPINION OF PROBABLE CONSTRUCTION COSTS: No fixed limit of project construction cost shall be
established as a condition of the Agreement, unless agreed upon in writing and signed by the parties
hereto. If a fixed limit is established, FNI shall be permitted to include contingencies for design,
bidding, and price escalation in the construction contract documents to make reasonable
adjustments in the scope of the project to adjust the project construction cost to the fixed limit. Such
contingencies may include bid allowances, alternate bids, or other methods that allow FNI to
47
Attachment TC Page 2 of 4
Rev 07/23
determine what materials, equipment, component systems, and types of construction are to be
included in the construction contract documents. Fixed limits, if any, shall be increased by the same
amount as any increase in the contract price after execution of the construction contract.
FNI will furnish an opinion of probable construction or program cost based on present day pricing,
but does not guarantee the accuracy of such estimates. Opinions of probable cost, financial
evaluations, feasibility studies, economic analyses of alternate solutions, and utilitarian
considerations of operations and maintenance costs prepared by FNI hereunder will be made on the
basis of FNI’s experience and qualifications and represent FNI’s judgment as an experienced and
qualified design professional. It is recognized, however, that FNI does not have control over the cost
of labor, material, equipment, or services furnished by others or over market conditions or
contractors’ methods of determining prices. Accordingly, FNI cannot and does not warrant or
represent that bids or cost proposals will not vary from the City’s project budget or from any estimate
or opinion of probable construction or program cost prepared by or agreed to by FNI.
7.PAYMENT: Progress payments may be requested by FNI based on the amount of Services completed.
Payment for Services shall be due and payable upon submission of a statement for Services to City
and in acceptance of Services as satisfactory by City. Statements for Services shall not be submitted
more frequently than monthly. Any applicable taxes imposed upon the Services, expenses, and
charges by any governmental body after the execution of this Agreement will be added to FNI’s
compensation.
If City fails to make any payment due FNI for Services, expenses, and charges within 30 days after
receipt of FNI’s statement for Services therefore, the amounts due FNI will be increased at the rate
of 1 percent per month from said 30th day, and, in addition, FNI may, after giving 7 days’ written
notice to City, suspend Services under this Agreement until FNI has been paid in full for all amounts
due for Services, expenses, and charges.
If FNI’s Services are delayed or suspended by City or are extended for more than 60 days through no
fault of FNI, FNI shall be entitled to equitable adjustment of rates and amounts of compensation to
reflect reasonable costs incurred by FNI in connection with such delay or suspension and reactivation
and the fact that the time for performance under this Agreement has been revised.
8.OWNERSHIP OF DOCUMENTS: All drawings, reports, data, and other project information developed
in the execution of Services provided under this Agreement shall be the property of City upon
payment of FNI’s fees for Services. FNI may retain copies for record purposes. City agrees such
documents are not intended or represented to be suitable for reuse by City or others. Any reuse by
City or by those who obtained said documents from City without written verification or adaptation
by FNI, will be at the City’s sole risk and without liability or legal exposure to FNI, or to FNI’s
independent associates or consultants. To the fullest extent permitted by law, City shall indemnify
and hold harmless FNI and FNI’s independent associates and consultants from all claims, damages,
losses, and expenses including attorneys’ fees arising out of or resulting therefrom. Any such
verification or adaptation will entitle FNI to further reasonable compensation. FNI may reuse all
drawings, report data, and other project information in the execution of Services provided under this
Agreement in FNI’s other activities. Any reuse by FNI will be at FNI’s sole risk and without liability or
legal exposure to City, and FNI shall indemnify and hold harmless City from all claims, damages,
losses, and expenses including reasonable attorneys’ fees arising out of or resulting therefrom.
48
Attachment TC Page 3 of 4
Rev 07/23
9.TERMINATION: The obligation to provide Services under this Agreement may be terminated by either
party upon 10 days’ written notice. In the event of termination, FNI will be paid for all Services
rendered and reimbursable expenses incurred to the date of termination and, in addition, all
reimbursable expenses directly attributable to termination.
10.CONSTRUCTION REPRESENTATION: If required by the Agreement, FNI will furnish construction
representation according to the defined scope for these Services. FNI will observe the progress and
the quality of work to determine in general if the work is proceeding in accordance with the
construction contract documents. In performing these Services, FNI will report any observed
deficiencies to City, however, it is understood that FNI does not guarantee the contractor’s
performance, nor is FNI responsible for the supervision of the contractor’s operation and employees.
FNI shall not be responsible for the contractor’s means, methods, techniques, sequences, or
procedures of construction or the safety precautions and programs incident to the work of the
contractor. FNI shall not be responsible for the acts or omissions of any person (except its own
employees or agents) at the project site or otherwise performing any of the work of the project. If
City designates a resident project representative that is not an employee or agent of FNI, the duties,
responsibilities, and limitations of authority of such resident project representative will be set forth
in writing and made a part of this Agreement before the construction phase of the project begins.
11.GENERAL CONDITIONS OF THE CONSTRUCTION CONTRACT: City agrees to include provisions in the
general conditions of the construction contract that name FNI: (1) as an additional insured and in any
waiver of subrogation rights with respect to such liability insurance purchased and maintained by the
contractor for the project (except workers’ compensation and professional liability policies); and (2)
as an indemnified party in any indemnification provisions where City is named as an indemnified
party.
12.POLLUTANTS AND HAZARDOUS WASTES: It is understood and agreed that FNI has neither created
nor contributed to the creation or existence of any hazardous, radioactive, toxic, irritant, pollutant,
or otherwise dangerous substance or condition at the project site, if any, and its compensation
hereunder is in no way commensurate with the potential risk of injury or loss that may be caused by
exposures to such substances or conditions. The parties agree that in performing Services required
by this Agreement, FNI does not take possession or control of the subject site, but acts as an invitee
in performing Services, and is not therefore responsible for the existence of any pollutant present on
or migrating from the site. Further, FNI shall have no responsibility for any pollutant during clean-up,
transportation, storage or disposal activities.
13.SUBCONTRACTS: If, for any reason and at any time during the progress of providing Services, City
determines that any subcontractor for FNI is incompetent or undesirable, City shall notify FNI
accordingly and FNI shall take immediate steps for cancellation of such subcontract. Subletting by
subcontractors shall be subject to the same regulations. Nothing contained in the Agreement shall
create any contractual relation between any subcontractor and City.
14.PURCHASE ORDERS: If a purchase order is used to authorize FNI’s Services, only the terms,
conditions, and instructions typed on the face of the purchase order shall apply to this Agreement.
Should there be any conflict between the purchase order and the terms of this Agreement, then this
Agreement shall prevail and be determinative of the conflict.
49
Attachment TC Page 4 of 4
Rev 07/23
15.CONSEQUENTIAL DAMAGES: In no event shall FNI be liable in contract, tort, strict liability, warranty,
or otherwise for any special, indirect, incidental, or consequential damages (such as loss of product,
loss of use of equipment or systems, loss of anticipated profits or revenue, non-operation or
increased expense of operation), arising out of, resulting from, or in any way related to this
Agreement or the project.
16.ARBITRATION: No arbitration, arising out of or relating to this Agreement, involving one party to this
Agreement may include the other party to this Agreement without their approval.
17.SUCCESSORS AND ASSIGNMENTS: City and FNI and the partners, successors, executors,
administrators, and legal representatives of each are hereby bound to the other party to this
Agreement and to the partners, successors, executors, administrators, and legal representatives (and
said assigns) of such other party, in respect of all covenants, agreements, and obligations of this
Agreement.
Neither City nor FNI shall assign, sublet, or transfer any rights under or interest in (including, but
without limitation, moneys that may become due or moneys that are due) this Agreement without
the written consent of the other, except to the extent that any assignment, subletting, or transfer is
mandated by law or the effect of this limitation may be restricted by law. Unless specifically stated
to the contrary in any written consent to an assignment, no assignment will release or discharge the
assignor from any duty or responsibility under this Agreement. Nothing contained in this paragraph
shall prevent FNI from employing such independent associates and consultants as FNI may deem
appropriate to assist in the performance of Services hereunder.
50
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7340
File ID: Type: Status: 2023-7340 Agenda Item Agenda Ready
1Version: Reference: In Control: City Council
02/19/2024File Created:
Final Action: EntechFile Name:
Title: Consider approval to enter into a Security Services Agreement with Entech, LLC,
through BuyBoard Contract # 654-21, in the amount of $111,963.00 as budgeted;
and authorizing the City Manager to sign any necessary documents.
Notes:
Sponsors: Enactment Date:
Memo.pdf, Entech Agreement.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7340
Title
Consider approval to enter into a Security Services Agreement with Entech, LLC, through BuyBoard
Contract # 654-21, in the amount of $111,963.00 as budgeted; and authorizing the City Manager to
sign any necessary documents.
Summary
Fiscal Impact:
The fiscal impact of this purchase is $111,963.00 and is available in the Enterprise Solutions
Budget.
Staff Recommendation:
The Enterprise Solutions Department recommends approval.
Strategic Pillar Icon:
Apply “Smart City” Approach to Resource Management
Page 1City of Coppell, Texas Printed on 2/23/2024
51
1
MEMORANDUM
To: Mayor and City Council
From: Josh Littrell, Interim Director of Enterprise Solutions
Date: February 27, 2024
Reference: Consider approval to enter into a Security Services Agreement with Entech, LLC,
through BuyBoard Contract # 654-21, in the amount of $111,963.00 as budgeted; and
authorizing the City Manager to sign any necessary documents.
2040: Apply “Smart City” Approach to Resource Management
Introduction:
The purpose of this agenda item is to request City Council consideration and approval of a Security
Services Agreement with Entech, LLC to provide maintenance and service for the City’s security
access control and CCTV services. This contract includes software licensing, maintenance, support,
cleanings, and annual inspections.
Background:
The City of Coppell has been utilizing a contract for the security access control and CCTV services
for several years. Staff proactively explored the market to ensure we were getting the value and
service.
Multiple vendors were evaluated, and this solution was chosen as the best total solution based on the
service features, usability, value, and overall cost. This will be an annual agreement with an estimated
total cost of $111,963.00 with an option to renew. The total 5-year cost of this agreement would be
$618,667.00 with a 5% increase each year.
Benefit to the Community:
The main benefit to the community would be enhancing safety and security for all employees and
citizens who visit City facilities.
Legal Review:
Agenda item was reviewed by Procurement.
52
2
Fiscal Impact:
The fiscal impact of this purchase is $111,963.00 and is available in the Enterprise Solutions Budget.
Recommendation:
The Enterprise Solutions Department recommends approval.
53
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 1 of 11 - ______Initial
Customer Name
Service Agreement
Prepared by:
Brnadon Mazanec
For:
City of Coppell
255 E. Parkway Blvd.
Coppell, Tx 75019
Josh Littrell
Entech Sales and Service
3404 Garden Brook Dr
Dallas, Tx 75234
Phone: 972-243-1774
1/25/2023
54
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 2 of 11 - ______Initial
December 5, 2023
Josh Littrell
City of Coppell
255 E. Parkway Blvd.
Coppell, Tx 75019
RE: Service agreement proposal
Dear Mr. Littrell:
Thank you for the opportunity to present you with a proposal for a service agreement
with Entech, LLC. Service agreements are an excellent way to maximize the value of
your building and the systems installed in it. Our service agreements are designed to
continually meet the dynamic and changing needs of your business and the facilities
that support them. By investing in a service agreement, you can take advantage of the
features and functionality in your system and receive the full value it was designed to
deliver.
The annual investment for this service agreement is $111,963.00. The agreement
invoices will not contain tax based on the City of Coppell’s tax exempt status provided to
Entech Sales and Service LLC.
BUYBOARD Contract Number: 654-21
Please review the enclosed proposal and I will call you to follow up and answer any
questions you may have. We look forward to the opportunity to serve you and helping
you to achieve success in your business.
Sincerely,
Barndon Mazanec
Entech Sales & Service, LLC.
55
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 3 of 11 - ______Initial
1. Your Entech Team
Entech Sales and Service LLC., herein referred to as
Entech, has assembled a specialized team to provide
you with industry-leading building services. Your
service team will work with you to help you derive the
highest value from your building systems investment
and assist you in reducing your energy and operating
costs, while maintaining the highest levels of occupant
comfort, safety and productivity.
This team will facilitate a smooth integration of our
service activities into your normal business activities.
The team will strive to meet your business objectives,
provide effective lines of communication and provide
continuity through the Entech personnel who execute
your service program, so that your service is delivered in a seamless, transparent manner.
Your service team includes the following Entech professionals:
• Todd Kitts will be your Service Manager. The primary responsibility of Todd is to
provide support and coordination for the execution of your service program. Todd is
ultimately responsible for Entech’s service relationship with Josh and will strive to provide
you with excellent customer service. Todd can be reached at 469-522-6096.
• A primary service technician will be performing the service and repair functions for your
Entech BMS and related HVAC equipment whenever possible. In the event that the
primary service technician is not available, we will then assign the secondary technician.
Both primary and secondary technicians will be assigned at the start of the contract.
• Michelle Burton or Leah Beers is your service coordinator. They are responsible for
scheduling all maintenance program services. Your service coordinator can be reached at
469-522-6000 for emergency service or normal service requests.
2. YOUR AGREEMENT INVESTMENT
This service agreement will be for an original term of 12 months, beginning on 1/1/2024 with
subsequent annual pricing indicated below.
This agreement will renew annually, unless either party changes the services covered or the
annual investment. The City of Coppell annual investment in this program is shown below:
DESCRIPTION ANNUAL PRICE TERM
Current Year $ 111,963.00 12 Months
Renewal 4 Year $506,704.00 48 Months
Total 5 Year $618,667.00 60 Months
56
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 4 of 11 - ______Initial
For services designated herein and included in attached addendums, The City of Coppell agrees to
pay Entech the amount of: _one hundred and eleven thousand and nine hundred and sixty-three
dollars ($111,963.00) to be invoiced in equal Quarterly installments. This amount does not reflect
any applicable taxes. Applicable taxes will be added to the invoice sent to you by Entech. Entech
must be presented with either a tax-exempt certificate or a re-sale certificate if taxes are not to be
applied.
The annual agreement price shown above can only be adjusted if equipment as described in the
attachment is added or deleted from the original agreement. Price adjustments after Year One
are discussed in the terms and conditions of this agreement.
Payment terms will be no greater than 30 days after Entech’s invoice date. Entech reserves the
right to discontinue its service any time payments have not been made as agreed. Failure to
make payments when due or impairment of Customer Name’s credit shall relieve Entech of any
and all obligations pertaining to work or performance of work.
EQUIPMENT INSPECTION:
If the equipment, prior to signing this contract, has not been covered under a maintenance
contract or been under warranty for a period exceeding 30 days, additional service & support costs
may apply. Under this scenario, upon authorization, Entech shall complete the initial inspection
and develop a listing of items in need of repair and/or replacement and Entech will provide a
proposal scope of work & pricing to complete the repairs at rates listed elsewhere within this
document. Repair or replacement of existing defective equipment shall be completed by the
owner and/or Entech prior to Entech assuming equipment coverage as part of this agreement.
57
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 5 of 11 - ______Initial
We would appreciate your signature in the space provided below as your acceptance of this
agreement.
PROPOSAL OFFERED BY: __Brandon Mazanec_________________________________
DATE: __December 5th 2023_____________
Customer Name Acceptance Entech Sales and Service, LLC.
Accepted by: Accepted by:
____________________________ __________________________________
Name typed: Name typed: ___________ ________
Title: ___________________ _ Title: _______________ __________
Date: _________________ ___ Date: _____________ ____________
Name of Firm or Organization:
Customer Name Entech Sales and Service, LLC.
Facility Address 3404 Garden Brook
Facility City, State, Zip Dallas, Texas 75234
Billing Address
City of Coppell
Invoice to: Josh Litrell
Invoice to: 255 E. Parkway Blvd.
Invoice to: Coppell Tx 75019
Purchase Order No.
_________________________
58
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 6 of 11 - ______Initial
SECURITY ACCESS CONTROL AND CCTV
SERVICES
Service Agreement Options
The options checked below are included in your service agreement.
GENERAL COVERAGE
◆ 24x7 coverage with guaranteed 4-hour on-site response for all Emergency & Routine
Service Call Requests.
◆ 2-hour response via remote technical support.
◆ Reduction in “street” labor & material rates for any services/system additions provided
outside of the service agreement
LABOR ONLY SERVICE
◆ Annual Site/System Inspections to include one (1) Major Inspection
◆ 100% labor replacement coverage for all defective components. Material replacement
would be provided at additional costs.
Planned Maintenance
◆ Agreement includes planned maintenance on critical pieces of equipment in your building
automation system (BAS) network listed on the equipment list at the end of this
agreement.
◆ Entech will check those field devices, controllers, and network elements as indicated
below. This is recommended for all sites to maintain original condition of installed and
commissioned systems. This is accomplished by providing necessary testing and
calibration, identifying defects and potential problem areas, and reducing the likelihood
that emergencies will occur.
◆ After completion, you will receive a planned maintenance finding report for your records.
◆ Two routine visits 1 major inspection during the term of contract are provided by this
agreement.
CAMERA SYSTEM
Major Inspections shall include the following:
▪ Check the status of the recording equipment, such as Digital Video
Recorders (DVRs) or Network Video Recorders (NVR)
▪ Verify sufficient storage space is available for continuous recording
▪ Test camera functionality and focus in software.
▪ Inspect image quality for clarity, color, accuracy and resolution in
software.
▪ Check for any signs of image distortion.
▪ Verify remote access to the system through smartphone, tablet, etc.
▪ System software shall be inspected to allow for recommendations. All
recommendations will be given to the Owner for approval.
▪ Document and report findings to the customer.
▪ Check for physical damage to cameras, cables and housings.
▪ Inspect cables for signs of wear, damage and exposure.
▪ Ensure all connections are secure at switches, DVRs and NVRs.
▪ Inspect power sources, including backup UPSs.
▪ Test motion detection settings and responsiveness.
▪ Check for available firmware updates for cameras, recorders, etc.
▪ Perform necessary updates to ensure optimal performance and security.
▪ Schedule a review/coordination meeting between Entech and the
customer, quarterly.
59
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 7 of 11 - ______Initial
ACCESS CONTROL SYSTEM
Major Inspections shall include the following:
▪ Verify Access Control system is performing weekly backups and ensure
one backup is stored securely offsite or an alternative location if
applicable.
▪ Check software version. If upgrade is available document and report.
▪ Check for controllers with communication faults. Document issues.
▪ Check system time. Verify all Windows Time Sync is functioning correctly
and syncing with servers / spot check logs. Document issues.
▪ Check for disabled/forced doors or points. Research findings. Document
findings.
▪ Verify all graphics are functioning correctly. Document findings.
▪ Document sensors reading incorrectly / Out Of Service sensors
▪ Document any hardware (controls or mechanical) that appear to be not
functioning correctly.
▪ Report findings to the customer.
▪ Cleaning of all access control enclosures.
▪ Check and Verify voltages for all panels and peripherals.
▪ Interpanel connections shall be inspected and retightened where
necessary.
▪ Replace Security Network controller backup batteries bi-annually (if
applicable). Inspect UPS status. Include fault lights, codes, alarms etc.
▪ System software/hardware shall be inspected to allow for
recommendations. All recommendations will be given to the Owner for
approval.
▪ Schedule a review/coordination meeting between Entech and the
customer, quarterly.
Remote Support
We recommend including remote support in your service agreement, whether it’s over the web,
through a modem, or even over the telephone (method will depend on your system type.)
◆ A service engineer or programmer will assist you with troubleshooting software programs, PID
loops, and any other issues with which you need assistance.
◆ The on-line support agreement price will include fixed number of support hours, including
remote communications charges.
◆ Customer is responsible for a local communications costs.
◆ This option includes 0.0 hours scheduled 0 times a year.
System Upgrades
◆ This option provides you with an annual software upgrade. We will update your system once a
year with these updates. At that time we will include on-site training to familiarize you these
new features as they are added to your system, to be sure that you gain the full benefit of the
latest product enhancements.
◆ Pricing excludes any hardware upgrades along with any PC/Server/Windows upgrades.
SSL Update
◆ Includes renewing the Annual Security Software Site Licensing agreement. Pricing excludes
upgrading any software. Includes updating the SSL license in software only.
◆ Includes access to manufacturer provided tech support and upgrade licensing.
60
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 8 of 11 - ______Initial
HOUR RATE PROVISIONS: (For Items Not Covered by This Contract)
Charges for the repair service not covered by the items listed in this contract shall include the labor
charge for the time during which the maintenance personnel are actually engaged in work, the charge
for required parts, and travel time portal to job site. When the sum of the charges is less than the
minimum charge per call, the stated minimum charge shall apply.
• Security Service Technician Current Security LIST price minus $ 15.00*
*Applies to quoted & scheduled service projects not covered under
the Preventative Maintenance Service Contract.
**Current Security LIST Pricing is available upon request.
ENTECH HOLIDAY SCHEDULE:
New Years Day Thanksgiving Day
Memorial Day Friday after Thanksgiving
Independence Day Christmas Day
Labor Day
61
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 9 of 11 - ______Initial
TERMS AND CONDITIONS
SECTION 1
A. Planned and / or routine maintenance services provided under this agreement will be performed during
normal working hours unless specifically stated in the contract.
A. The guarantees and services provided under the scope of this agreement are conditioned upon the City of
Coppell operating and maintaining systems / equipment. The City of Coppell will do so according to
industry-accepted practices and in consideration of our recommendations.
B. The City of Coppell will provide and permit reasonable access to all covered equipment. Entech will be
allowed to start and stop equipment as necessary to perform its services and be permitted use of existing
facilities and building services, after the technician has verbally notified the customer that he has arrived
on the premise.
C. Entech shall not be liable for any loss, delay, injury or damage that may be caused by circumstances
beyond its control including, but not restricted to acts of God, war, civil commotion, acts of government,
fire, theft, corrosion, floods, lightning, power fluctuations, freeze-ups, strikes, lockouts, differences with
workmen, riots, explosions, quarantine restriction, delays in transportation, shortage of vehicles, fuel,
labor or materials, or malicious mischief.
D. In the unlikely event of failure by Entech to perform the obligations in this contract, Entech’ liability is
limited to repair or replacement of product at its option, and such shall be Customer Name’s sole remedy.
Under no circumstances will Entech be responsible for loss of use, loss of profits, increased operating or
maintenance expense, claims of Customer Name’s tenants or clients, or any special, indirect or
consequential damages.
E. The agreement does not include responsibility for system design deficiencies, such as, but not limited to,
poor air distribution, water flow imbalances, etc. It does not include responsibility for system, equipment
and component obsolescence, electrical failures, unserviceable equipment, or system operation.
F. Entech is not responsible for the removal or disposal of any hazardous materials or any cost associated
with those materials unless otherwise specified in this agreement. Any charges incurred for their proper
disposal will be born by the customer and will be incremental to the contract price.
G. The agreement does not include repairing any damage resulting from improper / inadequate water
treatment or filter service not supplied by Entech.
H. This agreement does not include services occasioned by improper operation, negligence, vandalism, or
alterations, modifications, abuse, or misuse, or repairs to equipment not performed by Entech. Also
excluded is the furnishing of materials and supplies for painting or refurbishing equipment.
I. Entech shall not be required to furnish any items of equipment, labor, or make special tests recommended
or required by insurance companies, federal, state, municipal or other authorities except as otherwise
included in this agreement.
J. This agreement does not include the cleaning of any air passages, grilles, or air balancing of systems.
K. In the event either party must commence a legal action in order to enforce any rights under this contract,
the successful party shall be entitled to all court costs and reasonable attorney’s fees as determined by
the court for prosecuting and defending the claim, as the case may be. Venue for any and all disputes
shall be in Dallas, Texas. This agreement shall be governed by the laws of the State of Texas including the
Texas rules of conflict of law.
62
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 10 of 11 - ______Initial
L. Entech shall not be liable for the operation of the equipment nor for injuries to persons or damage to
property, except those directly due to the negligent acts or omissions of its employees and in no event
shall it be liable for consequential or speculative damages. Entech shall not be liable for expense incurred
in removing, replacing or refinishing any part of the building structure necessary to the execution of this
agreement. Entech shall not be held liable for any loss by reason of strikes or labor troubles affecting its
employees who perform the service called for herein, delays in transportation, delays caused by priority or
preference rating, or orders or regulations established by any government, authority, or by unusual delays
in procuring supplies or for any other cause beyond its reasonable control.
M. Only Entech’ personnel or agent are authorized to perform the work included in the scope of this
agreement. Entech may, at its option, cancel its obligations under this agreement should non-authorized
individuals perform such work.
N. This agreement and all rights hereunder shall not be assignable unless approved by Entech in writing.
O. In the event of additional freight, labor, or material costs resulting from the City of Coppell request to
avoid delays with respect to equipment warranties, or accelerated delivery of parts and supplies, the City
of Coppell agrees to pay these additional costs at Entech’ currently established rate.
P. Entech’ scope of work shall not include the identification, detection, abatement, encapsulation or removal
of asbestos or products or materials containing asbestos or similar hazardous substances. In the event
Entech encounters such material in performing its work, Entech will have the right to discontinue work and
remove its employees until the hazard is corrected by Customer Name or it is determined no hazard
exists.
Q. This agreement contains the entire contract and the parties hereby agree that this agreement has been
agreed to and the entire agreement is then accepted and approved by an authorized person for both
parties, and no statement, remark, agreement or, understanding, oral or written, not contained herein,
will be recognized or enforced.
R. This agreement does not include the disposal of hazardous waste.
S. The City of Coppell agrees that in the event that there shall have been passed a federal and / or state law,
which shall compel Entech to contribute to a federal and / or state health plan for its employees, then the
terms of this agreement shall be subject to adjustment to the extent that the cost of such mandated
contributions increase Entech’ cost to perform this contract.
T. The City of Coppell acknowledges and agrees that any purchase order issued by the City of Coppell, in
accordance with this agreement, is intended only to establish payment authority for the City of Coppell
internal accounting purposes. No purchase order shall be considered to be a counteroffer, amendment,
modification, or other revision to the terms of this agreement. No term or condition included in the City of
Coppell purchase order will have any force or effect.
U. The Buyer acknowledges that Entech’ employees are valuable assets to Entech. The Buyer agrees to pay
Entech an amount equal to 12 months of salary for each Entech employee who worked at the City of
Coppell facility that is then hired by the City of Coppell at any time during the term of this agreement and
for six months thereafter. In addition, the City of Coppell agrees to reimburse Entech for all costs
associated with any training Entech provided to such employees during the three years before the date
the City of Coppell hires such employees.
V. This master service agreement will be for a term of one (1) year from the date hereof and from year to
year thereafter until terminated. Either party may terminate this agreement at any time with 30 days
written notice, with or without cause, provided, however, that if the City of Coppell cancels this agreement
without due cause during the term of this agreement, the City of Coppell shall pay Entech 25% of the
annual price in addition to any previous amounts paid. The annual price of the service agreement shall be
escalated at the anniversary of this agreement to reflect increases in labor and material costs as well as
system expansion.
SECTION 2
A. The contractor shall provide services at the location specified, at intervals in accordance with the schedule
in Section 4 and per Entech’s standard terms and conditions.
63
Dallas • Austin • Ft. Worth • Garland • Houston • OKC • San Antonio
Corporate Office • Entech Sales & Service, LLC • 3404 Garden Brook Drive • Dallas, TX 75234-2496
Phone • 469-522-6000 Fax • 972-243-1774 • TACLA002080C
www.entechsales.com
- 11 of 11 - ______Initial
B. The contractor shall, on mutually agreed dates, have unrestricted access to the site without constraint
during the period worked. Unreasonable delay in obtaining access to customer's facility and/or equipment,
or unreasonable delay in departing customer's facility upon completion of work will not be covered under
this contract. Such services will be invoiced as per Section 9.
C. The contractor will at all times use his best efforts to maintain the regularity of visits. The contractor will
not accept penalties for any delay arising in discharging obligations under this Agreement. Default arising
from labor disputes and allied causes beyond contractor’s immediate control shall not constitute grounds
for termination.
D. Damage due to incorrect operation procedures by the customer, neglect or other instances of unusual
wear and tear are expressly excluded from the inclusive charge schedules, as given on Page 4. Such
replacements or services will be invoiced as per Section 9. The systems technical documentation will serve
as the basis for the operating procedures/preventative maintenance.
E. This contract does not cover the following:
i. Repair of damage caused during movement or shipment of equipment by the customer.
ii. Repair of damage caused by acts of God, fire, water damage, power outage, lightning, wind
or software viruses.
iii. Cabling and/or wiring to and from existing devices.
iv. Neither installation nor the software associated with software updates, service patches or
any other software enhancements that are required.
v. Cutting and patching of building surfaces when required to make repairs on concealed or
inaccessible equipment, piping and wiring.
vi. Actual removal or reinstallation of replacement valves and dampers from pipes and
ductwork as required.
F. Upon completion of a maintenance or service call, the customer will acknowledge that maintenance has
been performed and equipment is serviceable by signing an acknowledgment to this effect. If the
designated customer representative is not present at the time of service the field report with be left on-
site at a location predetermined by the customer and Entech.
G. The customer shall notify the contractor immediately when a malfunction occurs so that any contractor
personnel in the area may be directed to the emergency visit.
H. The customer will notify Entech within 24 hours of performing any software modifications. Any software
revision upgrades, operating systems and service patches will be provided and installed on a time and
material basis.
I. The contract’s initial term is for one year but will renew automatically on an annual basis unless cancelled
at any time with 30 days written notice by either party or unless noted otherwise in a customer provided
contract.
J. The costs of the contract are spread over a twelve (12) month period, which is the duration of the
contract. If the customer requests a 30-day unconditional cancellation, any costs incurred during the
period of the contract for inspection work will be billed to the customer for final payment.
K. Defective parts replaced in the equipment covered by this contract will become Entech property.
64
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7312
File ID: Type: Status: 2023-7312 Agenda Item Agenda Ready
1Version: Reference: In Control: City Council
02/02/2024File Created:
Final Action: Purchase and Sale Agrmt - water tank propertyFile Name:
Title: Consider approval of a Resolution approving the Purchase and Sale
Agreement for the sale of land described as Lot 2, Block A, Old Town
Water Tank/Office Addition to RSC Investment Management, LLC; and
authorizing the Mayor to sign and the City Manager to sign any necessary
documents.
Notes:
Sponsors: Enactment Date:
Memo.pdf, Resolution.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7312
Title
Consider approval of a Resolution approving the Purchase and Sale Agreement for the sale
of land described as Lot 2, Block A, Old Town Water Tank/Office Addition to RSC
Investment Management, LLC; and authorizing the Mayor to sign and the City Manager to
sign any necessary documents.
Summary
The city is selling the land located at Lot 2, Block A, Old Town Water Tank/Office Addition
to Rory and Sarah Carrick. They will use the land to hold pop-up vendor events and as a
passive park for visitors.
Fiscal Impact:
$6,500
Staff Recommendation:
Staff recommends approval.
Page 1City of Coppell, Texas Printed on 2/23/2024
65
Master Continued (2023-7312)
Strategic Pillar Icon:
Enhance the Unique 'Community Oasis' Experience
Create Business and Innovation Nodes
Page 2City of Coppell, Texas Printed on 2/23/2024
66
1
MEMORANDUM
To: Mayor and City Council
From: Mindi Hurley, Director of Community Development
Date: February 27, 2024
Reference: Consider approval of a Resolution approving a Purchase and Sale Agreement for the
sale of land described as Lot 2, Block A, Old Town Water Tank/Office Addition to
RSC Investment Management, LLC; and authorizing the Mayor to sign and
authorizing the City Manager to sign any necessary documents.
2040: Enhance the Unique ‘Community Oasis’ Experience; Create Business and
Innovation Nodes
Introduction:
RSC Investment Management, LLC will purchase 0.453 acres of land described as Lot 2, Block A of
the Old Town Water Tank/Office Addition from the City of Coppell. The land will be used as a passive
park and to hold pop-up vendor events.
Background:
The City of Coppell once owned the land located at Lot 1, Block A of the Old Town Water Tank/Office
Addition and currently owns the land located at Lot 2, Block A of the Old Town Water Tank/Office
Addition. Lot 1, Block A contained two buildings that were previously used as the Coppell Senior
Center. When the Grapevine Springs Senior and Community Center was built, there was no longer a
need for those two buildings. The City sold those buildings to a private business but retained Lot 2,
Block A because the buyer had no interest in maintaining that lot.
RSC Investment Management, LLC expressed interest in purchasing Lot 2, Block A of the Old Town
Water Tank/Office Addition in order to make it a passive park and to hold pop-up vendor events. These
uses will draw residents and visitors to the area, which will increase traffic and visibility for the other
businesses located in Old Town Coppell.
RSC Investment Management, LLC will purchase 0.453 acres of land (19,718 sq. ft.) described as Lot
2, Block A of the Old Town Water Tank/Office Addition from the City of Coppell. The purchase price
is $10,650. The City is providing a grant of $4,150 due to the increase of economic activity the
67
2
proposed uses on the land will create in the area, and RSC Investment Management, LLC will pay
$6,500 in cash.
Benefit to the Community:
The proposed use of this land will provide activities for residents and visitors as well as provide
visibility to other businesses through the increase of traffic to the area.
Legal Review:
The Resolution and Purchase and Sale Agreement was drafted by the City Attorney.
Fiscal Impact:
The purchase price is $10,650. $4,150 will be credited to the purchase price at closing through a
purchase grant provided by the City.
Recommendation:
Staff recommends approval.
68
4872-5888-1192, v. 1
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, APPROVING RESTRICTION AGREEMENT AND A PURCHASE
AND SALE AGREEMENT BY AND BETWEEN THE CITY OF COPPELL,
TEXAS AND RSC INVESTMENT MANAGEMENT, LLC FOR REAL
PROPERTY DESCRIBED AS LOT 2, BLOCK A, OLD TOWN WATER
TANK/OFFICE ADDITION AN ADDITION TO THE CITY OF COPPELL,
DALLAS COUNTY, TEXAS IN THE AMOUNT OF $10,650.00; WHICH IS
ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT “A”
AND “B” RESPECTIVELY; AUTHORIZING THE MAYOR AND CITY
MANAGER TO APPROVE AGREEMENTS AND EXECUTE NECESSARY
DOCUMENTS; AND, PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, the City of Coppell (“City”) owns real property described as Lot 2, Block A,
Old Town Water Tank/Office Addition, an addition to the City of Coppell; and
WHEREAS, the City desires to enter into a Purchase and Sale Agreement with RSC
Investment Management, LLC for the purchase of said real property; and,
WHEREAS, the City Council of the City of Coppell finds it to be in the public interest to
enter into said agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS, THAT:
SECTION 1. That the City Council of the City of Coppell, Texas, hereby approves the
Restriction Agreement by and between the City of Coppell, Texas and RSC Investment
Management, LLC, which is attached hereto and incorporated herein as Exhibit “A”.
SECTION 2. That the City Council of the City of Coppell, Texas, hereby approves the
Purchase and Sale Agreement by and between the City of Coppell, Texas and RSC Investment
Management, LLC in the amount of $10,650.00, which is attached hereto and incorporated
herein as Exhibit “B”; and authorizes the Mayor and the City Manager to approve the sale and
execute necessary documents.
SECTION 3. This Resolution shall become effective immediately upon its passage.
DULY RESOLVED AND ADOPTED by the City Council of the City of Coppell,
Texas, on the ________ day of February, 2024
69
4872-5888-1192, v. 1
APPROVED:
WES MAYS, MAYOR
ATTEST:
ASHLEY OWENS, CITY SECRETARY
APPROVED AS TO FORM:
__________________________________
ROBERT E. HAGER, CITY ATTORNEY
70
Page 1 Exhibit “A” to Purchase and Sale Agreement: City of Coppell to RSC Investment
Management, LLC (454 Bethel Road - Old Water Tank Property)
(kbl:2/2/2024:)
Exhibit "A"
Form of Restriction Agreement
WHEN RECORDED RETURN TO:
City of Coppell, Texas
Attn: City Secretary
255 Parkway Blvd.
Coppell, Texas 75019
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER’S LICENSE NUMBER
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
RESTRICTION AGREEMENT
This RESTRICTION AGREEMENT (“Restriction Agreement”) is made and entered into as of
the Effective Date by and between the City of Coppell (“City”), a Texas home rule municipality, and RSC
Investment Management, LLC, (“Developer”), a Texas limited liability company (City and Developer
sometimes hereafter collectively referred to as “Parties” or separately as “a Party” or “the Party”)
RECITALS
WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, Developer has
purchased the Property from City; and
WHEREAS, City has, as a condition of the conveyance of the Land to Developer, restricted the
use of the Property and required Developer to develop the Property with the Improvements in accordance
with the terms and conditions set forth herein; and
WHEREAS, pursuant to the Purchase Agreement, City provided the Purchase Grant to Developer;
and’
WHEREAS, the sale of the Property by City to Developer was conducted pursuant to Tex. Govt.
Code §253.0125 which exempts the sale of property by a city from the requirement of seeking sealed bids
as required by Tex. Loc. Govt. Code §272.001(a) or listing property with a real estate broker on multiple
listing service for 30 days prior to accepting an offer to purchase to property as required by Tex. Loc. Govt.
Code §253.008; and
WHEREAS, Tex. Loc. Govt. Code §253.0125(c) requires the consideration for a transfer of
property pursuant to Tex. Loc. Govt. Code §253.0125 to be in the form of an agreement between the parties
that requires the purchaser to use the property in a manner that primarily promotes a public purpose of the
municipality relating to economic development, which agreement must include provisions under which the
municipality is granted sufficient control to ensure that the public purpose is accomplished and the
municipality receives the return benefit; and
71
Page 2 Exhibit “A” to Purchase and Sale Agreement: City of Coppell to RSC Investment
Management, LLC (454 Bethel Road - Old Water Tank Property)
(kbl:2/2/2024:)
WHEREAS, the Parties desire to enter into this Restriction Agreement for the purpose of
complying with the provisions of Tex. Loc. Govt. Code §253.0125(c).
NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
Article I
Property Subject to Declaration
The Property shall be owned, held, leased, transferred, sold, mortgaged and/or conveyed by
Developer and any subsequent owners of all or any part of the Property (as hereinafter defined) for the term
specified in Section 4.2, subject to the terms of this Restriction Agreement.
Article II
Definitions
For purposes of this Restriction Agreement, the following words and phrases shall have the
following meanings unless the context clearly indicates a different meaning:
“City Manager” means City’s City Manager and such other person employed by City to whom the
City Manager delegates the authority to provide such approvals, consents, notices, and other actions on
behalf of City as provided in this Restriction Agreement.
“Completion of the Project” means the installation of the Project is completed and approved by the
City Manager.
“Developer” means RSC Investment Management, LLC, a Texas limited liability company, and its
successors and assigns.
“Effective Date” means the date this Restriction Agreement is signed by the Parties.
“Force Majeure” means any contingency or cause beyond the reasonable control of a Party
including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection,
City delay of permits or other approvals, government or de facto governmental action (unless caused by
acts of omissions of the Party), fires, explosions or floods, strikes, slowdowns or work stoppages, adverse
weather conditions, transportation delays or difficulties, shortages of materials or labor, financial institution
shutdowns, epidemic or pandemic, electronic funds transfer delays or difficulties, and economic
disruptions.
“Project” means improvement of the Property with landscaping and hardscaping so the Property
becomes usable as (i) a passive recreational open space area accessible to residents, business owners, and
visitors to the “Old Town Coppell” development and (ii) a location for “pop-up” vendors and other uses
reasonably promoting economic development activities within the development that are otherwise
permitted in accordance with zoning regulations applicable to the Property (iii) a minimum of 100sf of
flower beds, two (2) four foot benches and timber hardscaping delineating the vendor “pop-up” area. .
“Property” means the real property described as Lot 2, Block A, Old Town Water Tank/Office
Addition, an addition to the City of Coppell, Dallas County, Texas, according to the plat thereof recorded
as Instrument No. 201200115455, Map Records, Dallas County, Texas.
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Page 3 Exhibit “A” to Purchase and Sale Agreement: City of Coppell to RSC Investment
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“Purchase Agreement” shall mean that certain Purchase and Sale Agreement, as amended or
assigned, by and between City and Developer, dated ________________, 2024, relating to the sale of the
Property by City to Developer.
“Required Use” means the use of the Property for the Project and/or any other use approved in
writing by City that primarily promotes a public purpose of City relating to economic development.
Article III
Completion of the Project
3.1 Time for Completion of the Project. Subject to Section 3.2, below, Developer shall take all
reasonable and necessary steps and obtain all required approvals from City to cause Completion of the
Project not later than the first anniversary of the Effective Date.
3.2 Force Majeure. In the event of Force Majeure, Developer shall have such additional time to cause
Completion of the Project so long as Developer is diligently and faithfully pursuing the same.
3.3 City Remedies. If Completion of the Project has not occurred on or before the date required by
Section 3.1 (as extended in accordance Section 3.2, if applicable), not later than thirty (30) days after
delivery of written demand by City to Developer (the “Refund Demand”), Developer shall reimburse to
City the amount of the Purchase Grant plus interest accrued on said amount at the annual rate periodically
announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street
Journal shall ever ceases to exist or ceases to announce a prime or base lending rate, then at the annual rate
of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank
selected by City) as its prime or base commercial lending rate) from the Effective Date until the Purchase
Grant plus interest is reimbursed; provided, however, such reimbursement shall not be required if Developer
has caused Completion of the Project to occur prior to the date City delivers the Refund Demand to
Developer.
Article IV
Restrictions
4.1 Use of Property. Unless authorized in writing by City, no building or other improvements shall
be constructed, reconstructed, erected, altered, placed on, or demolished and removed from, any portion of
the Property if it in anyway impacts the Project and its intended purpose of reasonably promoting economic
development activities within the development ,In addition to the Project, Developer may construct a fence
around the perimeter of the Property that does not prevent the Project from being visible from the adjacent
public street.
4.2 Term of Restrictions. The restrictions set forth in Section 4.1, above, shall commence on the
Effective Date and continue thereafter indefinitely; provided, however, if Developer causes Completion of
the Project as required by this Restriction Agreement, this Restriction Agreement, including the restrictions
set forth in Section 4.1, above, shall expire of the fifth (5th) anniversary of the date of Completion of the
Project.
Article V
Miscellaneous
5.1 Enforcement. City shall have the right, but not the obligation, to enforce this Restriction
Agreement and any covenants and restrictions contained herein, as the same may be amended as herein
provided. Subject to the limitation set forth in Section 4.1, above, enforcement of the provisions set forth
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in Section 4.1 contained herein may be exercised after failure of any person or persons violating or
attempting to violate any covenants or restrictions to cure such violation or breach within a thirty (30) day
notice periods after receipt of written notice thereof, by proceeding at law or in equity, against any person
or persons violating or attempting to violate any covenants or restrictions, to restrain violation or to recover
damages, and failure to enforce any covenant, restriction or condition shall not be deemed a waiver of the
right of enforcement either with respect to the violation in question or any other violation. This Restriction
Agreement is not intended to restrict the rights of the City Council of the City of Coppell to exercise its
legislative duties and powers insofar as the Property is concerned. For further remedy, Developer, for itself,
its successors, and assigns agrees that City may withhold building permits, development approvals,
certificates of occupancy and/or final inspection necessary for the lawful use of any portion of the Property
not then in compliance with the Required Use. The rights of City under this Restriction Agreement may
not be waived or released except pursuant to an amendment or termination approved in accordance with
the provisions hereof, except by expiration of the Term.
5.2 Amendment. No amendment or termination of this Restriction Agreement shall be effective unless
and until approved by Developer and City; provided, however, City may, without the consent of Developer,
terminate and release the restrictions set forth in Section 4.1. If Developer or a subsequent owner of the
Property desires to change, amend or alter the covenants, conditions or restrictions as set forth herein,
Developer, or subsequent owner, as the case may be, shall file a written application for such change or
amendment with City, which may approve or deny such request at its sole discretion. Any change or
amendment approved by City shall not be effective unless and until an instrument executed by City’s Mayor
or City Manager is recorded in the Official Public Records in the office of the Dallas County Clerk in
accordance with this Section 5.2.
5.3 Notices. All notices, requests, demands or other communications required or permitted hereunder
shall be in writing and shall be deemed to have been fully and completely made when given by hand, by
confirmed facsimile transmission, by overnight delivery by Federal Express or other reliable courier or the
mailing of such by registered or certified mail, addressed as follows:
If intended for City, to:
City of Coppell
Attn: City Manager
255 Parkway Blvd.
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Developer, to:
RSC Investment Management, LLC
Attn: Rory N. Carrick, Director
123 Lodge Road
Coppell, Texas
Any Party may at any time and from time to time by notice in writing to the other Party hereto change the
name or address of the person to whom notice is to be given as hereinbefore provided.
5.4 Successors and Assigns. This Restriction Agreement shall bind, and inure to the benefit of, the
Parties and their respective successors and assigns.
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5.5 Governing Law. This Restriction Agreement is entered into and is intended to be performed in
the State of Texas, and the validity, enforceability, interpretation and construction hereof shall be
determined and governed by the laws (other than conflict of laws provisions) of the State of Texas. Venue
for any action under this Restriction Agreement shall be in the state district court of Dallas County, Texas.
The Parties agree to submit to the personal and subject matter jurisdiction of said court.
5.6 Recording. The Parties agree that City may record this Restriction Agreement in the Official
Public Records in the office of the Dallas County Clerk. City agrees to execute and file a release of this
Restriction Agreement in said records upon request of Developer after the expiration or termination of this
Restriction Agreement.
5.7 Covenants Run with the Property. This Restriction Agreement and the restrictions, covenants,
and conditions set forth herein are for the purpose of protecting the value and desirability of the Property
and accomplishing certain public purposes of the City of Coppell and, consequently, shall run with the
Property and be binding on Developer and all parties having all right, title, or interest in the Land, in whole
or in part, and their heirs, successors and assigns. These covenants, conditions and restrictions shall be for
the benefit of the City of Coppell, Texas. This Restriction Agreement is binding upon Developer and each
and every subsequent owner, tenant, subtenant, licensee, manager, and occupant of all or any portion of the
Property, but only during the term of such party’s ownership, tenancy, license, management or occupancy
of the Property, for which such party shall remain liable and shall be binding upon and inure to the benefit
of City and its successors and assigns. It is expressly understood and agreed that acceptance of title to all
or a portion of the Property shall automatically, and without further acknowledgement or confirmation from
the owner, constitute such owner’s assumption of the obligations of Developer hereunder.
5.8 Severability. Invalidation of any one of these covenants, conditions, or restrictions by judgment
or court order shall in no way affect any other provisions, and all other provisions shall remain in full force
and effect.
5.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof, and no statement, promise, representation, or modification hereof by
any person, if any, and whether oral or written, shall be binding upon any Party.
5.10 Counterparts. This Agreement may be executed by the Parties in separate counterparts; each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute
one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the Parties.
5.11 Employment of Undocumented Workers. During the term of this Restriction Agreement,
Developer agrees not to knowingly employ any undocumented workers and, if convicted of a violation
under 8 U.S.C. Section 1324a (f), Developer shall repay the amount of the Purchase Grant and any other
funds received by Developer from City as of the date of such violation within one hundred twenty (120)
days after the date Developer is notified by City of such violation, plus interest at the set forth in Section
3.3 until paid. Developer is not liable for a violation of this Section 5.11 in relation to any workers
employed by a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer
contracts.
(Signatures on Following Page)
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City’s Signature Page
SIGNED AND AGREED on this ______ day of ___________________, 2024.
CITY OF COPPELL, TEXAS
[EXHIBIT ONLY – DO NOT SIGN]
By: _______________________________________
Michael Land, City Manager
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Acknowledged before me, the undersigned authority, this _________ day of
____________________, 2024, by Michael Land, City Manager of City of Coppell, a Texas home rule
municipality, on behalf of said municipality.
[EXHIBIT ONLY – DO NOT SIGN]
__________________________________________
Notary Public, State of Texas
My Commission expires:
__________________________________
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Developer’s Signature Page
SIGNED AND AGREED on this _____ day of __________________, 2024.
RSC Investment Management, LLC, a Texas limited
liability company
By: RS Living Trust, Dated May 31, 2023, its
member
[EXHIBIT ONLY – DO NOT SIGN]
By: ___________________________________
Name: __________________________________
Title: Trustee
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _______ day of _______________________,
2024, by _______________________, Trustee of the RS Living Trust, dated May 31, 2023, and member
of RSC Investment Manager, LLC, a Texas limited liability company, for and on behalf of said company.
[EXHIBIT ONLY – DO NOT SIGN]
__________________________________________
Notary Public, State of Texas
My Commission expires:
_______________________________
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EXHIBIT B
PURCHASE AND SALE AGREEMENT
(with Chapter 380 Grant)
This Purchase and Sale Agreement (“Agreement”) to buy and sell real property is entered
between Seller and Purchaser as identified below and is effective on the date set forth in Section 16(e)
(“Effective Date”). Seller and Purchaser are referred to herein collectively as “the Parties” and sometimes
separately as “Party.”
Seller:
City of Coppell, a Texas home rule municipality
Seller’s Address: Attn: Michael Land, City Manager
255 Parkway Blvd.
Coppell, Texas 75019
Phone: (972) 304-3618
E-mail: mland@coppelltx.gov
Seller’s Attorney: Robert E. Hager
Kevin B. Laughlin
Nichols, Jackson, Dillard, Hager & Smith, LLP
500 N. Akard, Suite 1800
Dallas, Texas 75201
Phone: (214) 965-9900
E-mail: rhager@njdhs.com
klaughlin@njdhs.com
Seller’s Broker: None
Purchaser: RSC Investment Management, LLC, a Texas limited liability company
Purchaser’s
Address:
Attn: Rory N. Carrick, Director
123 Lodge Road
Coppell, Texas
Phone: (214) 502-2699
E-mail: roryncarrick@gmail.com
Purchaser’s
Attorney:
N/A
Purchaser’s
Broker/Agent:
None
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Property: The real property described as Lot 2, Block A, Old Town Water Tank/Office
Addition, an addition to the City of Coppell, Dallas County, Texas, according to
the plat thereof recorded as Instrument No. 201200115455, Map Records, Dallas
County, Texas; together with all improvements, fixtures, and personal property
located thereon, and all (i) strips and gores between said tract and abutting
properties, (ii) land lying in or under the bed of adjacent streets, alleys, roads or
rights of way, (iii) easements or rights of way appurtenant to or otherwise
benefitting said tract, (iv) utility capacities, commitments, reservations and other
rights and capacities (including but not limited to stormwater detention rights)
related to said tract, (v) all permits and approvals relating to said tract. (vi) all
development rights relating to said tract, (vii) all rights to credits, refunds and
reimbursements associated with said tract, (viii) all water and drainage rights
associated with said tract, (ix) all reversionary rights related to said tract, and (x)
all other rights and appurtenances of any kind related to said tract, but subject to
the Permitted Exceptions.
Restriction
Agreement:
That certain Restriction Agreement by and between Seller and Purchaser attached
hereto as Exhibit “A”, subject, however, to such modifications as may be
reasonably requested by any lender providing financing with respect to the
Property, provided such modifications do not require the Seller to subordinate its
rights under the Restriction Agreement to such lender.
Title Company: Republic Title of Texas, Inc.
Attn: Amy Castro, Senior Vice-President/Escrow Officer
2626 Howell Street, 10th Floor
Dallas, Texas 75204
Phone: (214) 855-8897
Fax: (214). 516-2541
E-Mail: acastro@republictitle.com
Inspection Period: The period commencing on the Effective Date and ending on the thirtieth (30th)
day after Purchaser’s receipt from Seller and/or Title Company of Seller’s survey,
environmental reports, and the Title Commitment as provided in Section 2(a) and
the Phase I Environmental Report, unless extended as provided herein.
Entitlement
Period:
N/A
Earnest Money: $500, to be delivered to the Title Company not later than the fifth (5th) business
day after the Effective Date, which shall be applied to the Purchase Price at
Closing, $100.00 of which shall constitute the Option Fee.
Option Fee: $100.00, which amount shall be the non-refundable portion of the Earnest Money
(except as may be otherwise expressly provided in this Agreement) and will be
distributed to Seller upon any termination of this Agreement as independent
consideration for Seller’s performance under this Agreement, and which shall be
applied as a credit to the Purchase Price if Closing occurs.
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Closing Date: The fifteenth (15th) day after the expiration of the Inspection Period, or such
earlier date as agreed by the Parties.
Purchase Price: TEN THOUSAND SIX HUNDRED FIFTY THOUSAND AND NO/100
DOLLARS ($10,650.00) paid in CASH (consisting of $6,500.00 in cash to be
paid at Closing plus the Purchase Grant)
Purchase Grant: An economic development incentive grant in the amount of $4,150.00 made by
Seller to Purchaser pursuant to Chapter 380 of the Texas Local Government
Code, which grant shall be applied as a credit to the Purchase Price at Closing.
WHEREAS, the promotion of the expansion of existing businesses within Seller’s corporate limits
and the recruitment of new business enterprises to Seller will promote economic development, stimulate
commercial activity, generate additional sales tax and will enhance Seller’s property tax base and economic
vitality; and
WHEREAS, Seller has adopted programs for promoting economic development, and this
Agreement and the economic development incentives set forth herein are given and provided by Seller
pursuant to and in accordance with those programs; and
WHEREAS, Purchaser desires to purchase the Property from Seller for the purpose of using the
Property for the purpose of developing an area within the “”Old Town Coppell” development located within
Seller’s corporate limits to be used as a publicly accessible area for use by residents, business owners, and
visitors to said development as a passive recreational open space area improved with landscaping and
hardscaping suitable for such use as well as an area to be available for location of weekend “pop-up” vendor
booths and other uses promoting economic development activities within the development permitted in
accordance with Seller’s zoning regulations for the Property(a “Project”); and
WHEREAS, Purchaser has advised Seller that a contributing factor that would induce Purchaser
to purchase the Property for purposes of the Project would be an agreement by Seller to provide the Purchase
Grant; and
WHEREAS, Seller is authorized by Article III, Section 52-a of the Texas Constitution and Chapter
380 of the Texas Local Government Code to provide economic development grants to promote local
economic development and to stimulate business and commercial activity within Seller’s corporate limits;
and
WHEREAS, Seller has determined that making the Purchase Grant to Purchaser in accordance
with this Agreement will further Seller’s objectives, will benefit Seller and its inhabitants, and will promote
local economic development and stimulate business and commercial activity within Seller’s corporate
limits; and
WHEREAS, the Purchase Price is not less than the fair market value of the Property as determined
by an appraisal obtained by City.
NOW, THEREFORE, in consideration of the sum of the payment of the Purchase Price and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Seller
and Purchaser agree as follows:
1. Sale and Purchase. Seller agrees to sell, and Purchaser agrees to purchase the Property as provided
in this Purchase and Sale Agreement (“Agreement”) for the Purchase Price and subject to additional
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consideration set forth in this Agreement; and the Restriction Agreement incorporated herein by reference
in Section 8, therefore.
2. Title, Survey, and Environmental Reports.
(a) Not later than fifteen (15) days after the Effective Date, Seller shall, at Seller’s expense,
deliver to Purchaser:
(i) a current commitment for an Owner’s Policy of Title Insurance for the Property
from the Title Company issued to Purchaser in the amount of the Purchase Price, setting forth the
state of title to the Property together with any easements or restrictions (existing or created pursuant
hereto) benefiting or burdening the Property, together with all exceptions or conditions to such title
(the “Title Commitment”);
(ii) legible copies of all documents referenced in the Title Commitment;
(iii) any environmental or geotechnical studies or reports that Seller may have in its
possession or that is available to Seller as of the Effective Date with respect to the Property, which
Seller represents, and Purchaser acknowledges, have already been delivered to Purchaser as of the
Effective Date;
(iv) tax certificate(s) regarding the payment of ad valorem taxes for current and prior
years;
(v) the most recent survey and plat of the Property that Seller has in its possession or
that may be available to Seller, which Seller represents, and Purchaser acknowledges, has already
been delivered to Purchaser as of the Effective Date;
(vi) notices or other documents regarding any uncured violation of applicable laws,
rules, regulations, codes or ordinances regarding the Property, or relating to any actual or claimed
existence, release or disposal of any toxic or hazardous substance or waste in, upon or affecting the
Property, or relating to any pending or threatened litigation affecting the Property; and
(vii) any other documents or information in Seller’s possession relating to the Property
which may be reasonably requested by Purchaser.
(b) Not later than thirty (30) calendar days after the Effective Date, if Seller does not have a
survey that is acceptable to the Title Company such that Seller can provide a standard T-47 Form for
purposes of obtaining the “survey deletion” from the Title Policy, Seller, at Seller’s expense, will obtain a
new survey (the “Survey”) of the Property prepared by a duly licensed Texas Registered Public Land
Surveyor. The Survey shall be staked on the ground, and the survey plat shall show the location of all
improvements, highways, streets, roads, railroads, rivers, creeks, or other water courses, fences, easements,
and rights-of-way on or adjacent to the Property, if any, and shall contain the surveyor's certification that
there are no encroachments on the Property other than what are listed on the Title Commitment and shall
set forth the current legal description of the Property.
(c) Purchaser shall, not later than ten (10) days after Purchaser’s receipt of the last of (i) the
Title Commitment, (ii) legible copies, to the extent available, of all instruments referred to in the
Commitment, and (iii) the Survey, approve or provide written objections to the aforementioned items above.
If there are objections from the Purchaser, Seller shall in good faith attempt to satisfy them prior to Closing,
but Seller shall not be required to incur any cost to do so. If Seller delivers written notice to Purchaser not
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later than the fifth (5th) calendar day after Seller’s receipt of Purchaser’s objections that Seller is unable to
satisfy such objections, Purchaser may either (i) waive such objections and accept title as Seller is able to
convey or terminate this Agreement by written notice to Seller and the Title Company prior to the expiration
of the Inspection Period or (ii) elect to extend the Closing Date, not to exceed an additional sixty (60) days,
in order to provide Seller additional time to cure the objections. If Purchaser elects to extend the Closing
Date pursuant to (ii) in the previous sentence, and Seller fails to cure the objection with such period,
Purchaser may either waive the objection and proceed to Closing or terminate this Agreement and receive
a refund of the Earnest Money (less the Option Fee) without further liability to either Party.
3. Inspection Period.
(a) During the Inspection Period, Purchaser and its agents, contractors, representatives,
consultants or employees shall have the right to enter upon the Property during regular business hours upon
reasonable notice and conduct such inspections, tests and studies as they may deem necessary. If for any
reason Purchaser determines not to purchase the Property, Purchaser may terminate this Agreement by
notifying Seller and Title Company in writing prior to the expiration of the Inspection Period. In such event,
neither Party shall have any further claim against the other under this Agreement, and Purchaser shall be
entitled to a refund of the Earnest Money, but not the Option Fee. If Purchaser does not timely terminate
this Agreement under this Section 3, it shall have no further right to do so under this Section 3; and
Purchaser shall have waived its right to terminate this Agreement within the Inspection Period.
(b) Purchaser may enter the Property to conduct its inspection but shall be solely responsible
for any damages caused thereby. Purchaser shall repair any damage to the Property it causes or that
is caused by its agents, contractors, representatives, consultants or employees, and shall indemnify
and defend Seller and hold Seller harmless from and against any and all claims, liabilities or damages
to the Property or against Seller caused by the intentional or negligent acts or omissions of Purchaser
and/or Purchaser’s authorized agents, contractors, representatives, consultants or employees during
the Inspection Period or as a result of any inspection of the Property by such parties; provided, that
no indemnity shall be required for Purchaser’s discovery of any violations of any applicable law,
statute, rule, regulation, code or ordinance during such inspection, or discovery of any preexisting
conditions present at the Property.
(c) During the Inspection Period, Purchaser may review and conduct any studies relating to
engineering and environmental matters associated with the Property; provided, however, no invasive testing
(such as a Phase II ESA) shall be permitted without Seller's prior written consent, given in Seller’s sole and
absolute discretion. Purchaser acknowledges that Seller has prepared and provided to Purchaser that certain
Phase I Environmental Site Assessment dated January 11, 2024, prepared by Integrated Environmental
Solutions (the “Phase I ESA”), the findings of which showed (i) the Property has no records that indicate
any environmental concern, (ii) the Property reconnaissance observations did not indicate any
environmentally sensitive areas; (iii) Property reconnaissance indicated there was no presence or likely
presence of any hazardous substances or petroleum products under conditions that indicate an existing
significant release, a past release, or a material threat of a release of any hazardous substances or petroleum
products into structures on the Property or into the ground, groundwater, or surface water; and (iv) no data
gaps were found that were deemed critical to the outcome of the Phase I ESA. Purchaser shall have the
right to conduct its own Phase I ESA at Purchaser’s sole cost during the Inspection Period.
(d) Notwithstanding anything to the contrary herein, Seller shall not be obligated to remove
and/or remediate any paint on the ground storage water tank located on the Property that is determined to
contain lead and/or other hazardous materials.
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(e) The provisions of this Section 3 shall expressly survive any termination of this Agreement
or the Closing.
4. Closing Date. The closing of the sale of the Property (the “Closing”) shall occur on the
Closing Date through escrow arrangements with the Title Company, or at such other time as may be
agreeable to the Parties.
5. Closing Deliverables.
(a) At the Closing, Seller shall deliver to Purchaser through the Title Company:
(i) a special warranty deed (the “Special Warranty Deed”) in form and substance
reasonably acceptable to Seller and Purchaser, conveying good and indefeasible title to the Property
to Purchaser, free and clear of any and all encumbrances except the Permitted Exceptions,
excluding the mineral rights, such mineral rights being reserved by Seller;
(ii) the documents required to be executed as a condition of closing as set forth in
Section 8, below;
(iii) possession of the Property, free of parties in possession; and
(iv) such documents as may be reasonably required by the Title Company in order to
cause the Title Company to issue a Texas Owner’s Policy of Title Insurance (or equivalent) in the
amount of the Purchase Price, insuring such title to the Purchaser, at Seller’s expense (the “Title
Policy”), as well as such other documents as may be required by the Title Company to close the
contemplated transaction.
(b) At the Closing, Purchaser shall deliver to Seller through the Title Company:
(i) the Purchase Price;
(ii) the documents required to be executed as a condition of closing as set forth in
Section 8, below;
(iii) such other documents as may be reasonably required by Title Company to close
the contemplated transaction; and
(iv) the Restriction Agreement between the Parties, see Section 8.
6. Taxes. Purchaser understands and acknowledges that the Property is presently exempt
from the assessment of ad valorem taxes, which status will change upon conveyance of the Property to
Purchaser. Seller shall not be responsible for payment of property taxes assessed against the Property for
periods after the date of Closing, if any become due and payable, including any portion of the current tax
year in which Closing occurs.
7. Closing Costs.
(a) Seller hereby agrees to pay and be responsible for the following closing costs:
(i) the cost of all tax certificates relating to all taxes and other assessments incurred
or arising in relation to the Property;
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(ii) the Title Company’s escrow fees;
(iii) the basic premium for the Owner’s Policy of Title Insurance;
(iv) all costs and expenses incurred by or on behalf of Seller, including Seller’s
attorney’s fees;
(v) recording fees for the Special Warranty Deed and the Restriction Agreement; and
(vi) such other incidental costs and fees customarily paid by sellers of real property in
Dallas County, Texas, for transactions of a similar nature to the transaction contemplated herein.
(b) Purchaser hereby agrees to pay and be responsible for the following closing costs:
(i) all costs and expenses incurred by or on behalf of Purchaser, including Purchaser’s
attorneys’ fees;
(ii) all premiums and fees for optional endorsements, deletions and amendments to the
Basic Owner’s Title Policy and all costs related to issuance of any Mortgagee’s Title Policy, and/or
Interim Construction Lender Endorsement, if any;
(iii) Recording fees for any documents that are required to be recorded granting any
liens or security interests in the Property and/or any improvements constructed thereon after the
Closing, if any; and
(iv) such other incidental costs and fees customarily paid by purchasers of property in
Dallas County, Texas, for transactions of a similar nature to the transaction contemplated herein.
8. Conditions to Closing. Closing on the sale of the Property shall be conditioned upon and
subject to the following:
(a) Purchaser and Seller having duly executed the Restriction Agreement in recordable form;
(b) Each of the representations and warranties made by Seller in this Agreement will be true
and complete in all material respects on the Closing Date as if made on and as of such date;
(c) Seller will not have failed to materially perform or comply with any of Seller’s agreements,
covenants or obligations in the manner and within the periods provided herein;
(d) The Title Company will have irrevocably committed to issue the Title Policy;
(e) On the Closing Date, there will be no third party injunction, writ, preliminary restraining
order or any order of any nature issued or threatened by a court of competent jurisdiction directing that the
transaction contemplated by this Agreement not be consummated, as herein provided; and
(f) Seller having published the public notice relating to the sale of the Property pursuant this
Agreement as required by Tex. Loc. Govt. Code §253.0125(e).
9. Permitted Exceptions.
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(a) Purchaser acknowledges and agrees that the Property will be conveyed by Seller at Closing
subject to the Restriction Agreement, and that the Special Warranty Deed shall contain reference to same.
The (i) lien for current taxes not yet due and payable, (ii) the Restriction Agreement, and (iii) other
appropriate matters appearing on Schedule B of the Title Commitment that were not cured and to which
Purchaser failed to object or otherwise waived objection, shall be deemed to be Permitted Exceptions.
Notwithstanding anything to the contrary herein, as a condition of Closing, Seller must resolve at Seller’s
sole cost the items that are listed on Schedule C of the Title Commitment which are by their nature Seller’s
responsibility, remove all liquidated liens, remove all exceptions that arise by, through, or under Seller after
the Effective Date of this Agreement, and use due diligence to cure the title and survey objections that
Seller has agreed to cure.
(b) Purchaser understands, acknowledges, and agrees that all rights-of-ways and easements
dedicated to Seller on behalf of the public and which appear on the Plat of the Property or which may affect
the Property and which were originally dedicated to Seller by separate instrument prior to the Effective
Date, including, but not limited to, any rights-of-way or easements that existed prior to Seller acquiring title
to the Property, may be reserved by Seller prior to Closing for itself, its successors and assigns, and the
public, which reservations shall constitute Permitted Exceptions at Closing to the extent they affect the
Property.
10. Representations and Covenants.
(a) Seller represents and covenants that: (a) it has authority to enter into this Agreement, and
that this Agreement represents the legal, valid and binding obligation of Seller, enforceable against Seller
in accordance with its terms; (b) no other person has any interests in or claims against the Property (other
than as reflected by the Title Commitment); (c) it has no knowledge of any uncured violation of applicable
laws, rules, regulations, codes or ordinances with respect to the Property, nor of any existence, release or
disposal of any toxic or hazardous substance or waste upon or affecting the Property, nor of any pending or
threatened litigation affecting the Property; and (d) it will not hereafter encumber the Property, or take any
other action with respect to the Property which Seller knows will materially adversely affect the
development, lease or other transactions contemplated by this Agreement.
(b) Purchaser represents that it has authority to enter into this Agreement and that this
Agreement represents the legal, valid and binding obligation of Purchaser, enforceable against Purchaser
in accordance with its terms. The only representations made by any Party concerning the Property and this
Agreement are as set out in this Section 10.
(c) The representations set forth in this Section 10 shall survive Closing.
11. Property Sold As Is.
(a) Purchaser hereby acknowledges and agrees that the sale of the Property hereunder is and
will be made on an “as is, where is and with all faults” basis. The occurrence of Closing shall constitute an
acknowledgment by Purchaser that the Property was accepted without representation or warranty, express
or implied (except as otherwise specifically set forth herein and except for the special warranties of title set
forth in the Special Warranty Deed).
(b) Except as otherwise specifically set forth in this Agreement and except for the special
warranties of title set forth in the Special Warranty Deed, Seller hereby specifically negates and disclaims
any representations, warranties or guaranties of any kind or character, whether express or implied, oral or
written, past, present, future or otherwise, of, as to, concerning or with respect to the Property, including
without limitation (i) the nature and condition of the Property and the suitability thereof for any and all
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activities and uses which Purchaser may elect to conduct thereon, (ii) the nature and extent of any right-of-
way, lease, possession, lien, encumbrance, license, reservation, condition or any other matter relating in
any way to the Property, (iii) the compliance of the Property or its operation with any laws, ordinances or
regulations of any government or other authority or body, (iv) the existence of any toxic or hazardous
substance or waste in, on, under the surface of or about the Property, (v) geological conditions, including,
without limitation, subsidence, subsurface conditions, water table, underground water reservoirs,
limitations regarding the withdrawal of water and faulting, (vi) whether or not and to the extent to which
the Property or any portion thereof is affected by any stream (surface or underground), body of water, flood
prone area, floodplain, floodway or special flood hazard, (vii) drainage, (viii) zoning or land use restrictions
rules and regulations to which the Property or any portion thereof may be subject, (ix) the availability of
any utilities to the Property or any portion thereof including, without limitation, water, sewage, gas and
electric and including the utility availability capacities allocated to the Property by the relevant
governmental or regulatory authority, (x) usages of adjoining property, (xi) access to the Property or any
portion thereof, (xii) the value, compliance with the plans and specifications, size, location, age, use, design,
quality, description, durability, structural integrity, operation, leasing, title to, or physical or financial
condition of the Property or any portion thereof, or any income, expenses, charges, liens, encumbrances,
rights or claims on or affecting or pertaining to the Property or any part thereof, (xiii) the potential for
further development of the Property, or (xiv) the merchantability of the Property or fitness of the Property
for any particular purpose (Purchaser affirming that Purchaser has not relied on Seller’s skill or judgment
to select or furnish the Property for any particular purpose, and that Seller makes no warranty that the
Property is fit for any particular purpose).
(c) Purchaser agrees that, prior to the expiration of the Inspection Period, it will have the
opportunity to examine and investigate the Property and that, in purchasing the Property, Purchaser will
rely solely upon its independent examination, study, inspection and knowledge of the Property, and
Purchaser is relying solely upon its own examination, study, inspection, and, except for representations and
warranties specifically set forth herein and, except for the special warranties of title set forth in the special
warranty deed, and in the bill of sale and assignment, knowledge of the Property and Purchaser’s
determination of the value of the Property and uses to which the Property may be put, and not on any
information provided or to be provided by Seller.
(d) Purchaser agrees that Purchaser shall be solely responsible for remediation, and all costs
related thereto, of any toxic or hazardous waste or materials determined to exist on the Property that is
required under applicable federal or state laws and/or regulations, whether known before Closing or
discovered after Closing, to allow the Property to be used for residential purposes and agrees to release and
hold Seller harmless from any and all such costs and liability.
(e) The provisions of this Section 11 shall survive the termination of this Agreement and the
Closing.
12. Reservation of Minerals; Waiver of Surface Rights. Purchaser agrees that Seller, for
itself and its successors and assigns, as their interests may appear, reserves from this conveyance unto Seller
all oil, gas and other minerals owned by Seller located in and under and that may be produced from the
Property to the extent not reserved by prior grantors. The following language regarding Seller’s reservation
of minerals and waiver of surface rights shall be included in substance in the special warranty deed:
“There is hereby reserved for Grantor and Grantor’s successors and assigns, all of
Grantor’s interest in the oil and gas minerals that are in, on and under the Property and that
may be produced from it (“Grantor’s Mineral Interest”). Grantor hereby agrees that no
wells will be drilled on the surface of the Property, and no facilities of any kind (including,
but not limited to, roads, pipelines, flow lines, electric power lines, tank batteries or
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treaters) will be placed on the surface of the Property by Grantor or by any other third party
acting pursuant to Grantor’s consent or authority; provided, that such facilities are
permitted at levels below 500 feet below the surface of the Property to the extent that such
facilities do not, in any manner whatsoever, interfere with the surface or subsurface support
of the surface of the Property, including any improvements thereon. Grantor further hereby
agrees that Grantor shall not have the right to use the surface of the Property and Grantor
hereby waives all rights to use the surface of the Property for any purpose, including, but
not limited to the right of ingress and egress upon, across and over the surface of any of
the Property for the purpose of mining, drilling, accessing, exploring, operating, treating,
transporting or developing the Grantor’s Mineral Interest or performing seismic or other
testing on the Property; provided, however, nothing herein contained shall be construed as
waiving or preventing Grantor from exploring for, developing or producing the Grantor’s
Mineral Interest or lands pooled or unitized therewith, by pooling, by directional or
horizontal drilling (including, without limitation, fracturing and other completion
techniques) under the Property from surface sites located on tracts other than the Property
or by any other method that does not require ingress, egress or use of the surface of the
Property; provided further, however, that the well bore for any oil or gas well or any other
equipment that enters the subsurface of the Property shall be and remain at a depth of at
least 500 feet below the surface of the Property; provided, however, that those operations
shall in no manner interfere with the surface or subsurface support of the Property,
including any improvements thereon.”
13. Remedies. If Purchaser defaults, Seller’s sole remedy shall be to terminate this Agreement
and receive the Earnest Money as liquidated damages, thereby releasing both of the Parties from this
Agreement. If Seller defaults, Purchaser’s sole remedies shall be to terminate this Agreement and receive
a refund of the Earnest Money and the Option Fee, thereby releasing both of the Parties from this
Agreement. No termination shall occur pursuant to a default until the non-defaulting Party has provided
written notice of default not less than ten (10) days prior to the proposed date of termination and the
defaulting Party has failed to cure the default; provided, however, if all of the Parties have fully performed
and all conditions to Closing have been satisfied other than the signing of documents and Closing on the
sale of the Property and one party fails to perform such necessary acts to deliver funds and execute
documents required for Closing on the date of Closing, then this Agreement shall terminate one (1) business
day after demand is made to the non-performing party and the party continues to fail to close on the
transaction.
14. Notices. Notices must be in writing and may be hand delivered and/or mailed by certified
mail with return receipt requested, or sent by facsimile transmission, to the addresses stated above. Notice
given by delivery service shall be effective upon receipt at the address of the addressee; notice given by
mail shall be effective upon earlier of actual receipt or three (3) days after placing the notice in a receptacle
of the United States Postal Service, postage prepaid and properly addressed, and notice sent by facsimile
transmission shall be effective upon electronic confirmation of receipt. In addition, copies of notices shall
be provided to the party’s attorney at the addresses indicated above.
15. Miscellaneous. This Agreement is subject to the following additional provisions and
conditions:
(a) Entireties. This Agreement contains the entire agreement of the Parties pertaining to the
purchase, sale, and development of the Property.
(b) Modifications. This Agreement may only be modified by a written document signed by
both Parties.
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(c) Assignment. Purchaser may not assign its rights under this Agreement without the written
consent of Seller, which may be withheld at Seller’s sole discretion; provided, however, Purchaser may
assign all of Purchaser’s rights, title, and interest in this Agreement to an affiliate without the written
consent of Seller if (i) such assignment is made in a writing in which the affiliate agrees to assume all of
Purchaser’s rights and obligations under this Agreement and (ii) written notice of such assignment is
delivered to Seller and the Title Company not later than 15 days prior to the Closing Date. Upon any
assignment of the Agreement by Purchaser, Purchaser will remain liable for all obligations of Purchaser
hereunder, but such assignee will succeed to all of the rights and obligations of Purchaser hereunder and
will, for the purposes hereof, be substituted as and be the Purchaser hereunder. For purposes of this
paragraph (c), “affiliate” means any entity that owns or controls, is owned or controlled by, or is under
common ownership or control with, Purchaser, or any entity the ownership of which is substantially the
same as the ownership of Purchaser.
(d) Time is of the Essence. Time is of the essence with respect to the performance by the
Parties of their respective obligations hereunder.
(e) Effective Date. The Effective Date of this Agreement shall be the last date on which the
authorized representatives of all Parties have signed this Agreement, and the Title Company has
acknowledged in writing its receipt of this Agreement as so signed.
(f) Deadlines and Other Dates. All deadlines in this Agreement expire at 5:00 p.m. Central
Time on the day of such deadline. If the final date of any period provided herein for the performance of an
obligation or for the taking of any action falls on a Saturday, Sunday, federal holiday, or a day on which
Seller’s main offices are not open for regular business, then the end of such period shall be extended to the
next day that is not one of the foregoing described days.
(g) Brokers. The Parties represent and warrant they worked with no broker or agent relative to
this transaction and that no brokerage commission is due and payable upon the Closing. To the extent
allowed by law, each Party shall indemnify each other from any claim for brokers’ commissions relative to
the sale of the Property and alleged to be due by, through or under the indemnifying Party.
(i) Counterparts. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original for all purposes and constitute one and the same instrument; but in
making proof of this Agreement, it shall not be necessary to produce or account for more than one such
counterpart.
(j) Legal Construction. In the event any one or more of the provisions contained in this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect other provisions, and the Agreement shall be construed as if such
invalid, illegal, or unenforceable provision had never been contained in it.
(k) Law Governing. This Agreement shall be construed under and in accordance with the laws
of the State of Texas; and venue for any action arising from this Agreement shall be in the State District
Court of Dallas County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction
of said court in any such action.
(l) Survival of Covenants. Any of the representations, warranties, covenants, and obligations
of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the
termination of this Agreement shall survive.
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(m) Headings. Section headings are for convenience of reference only and do not modify or
restrict any provisions hereof and shall not be used to construe any provisions.
SIGNED AND AGREED this the _______ day of ___________________, 2024.
Seller: City of Coppell, Texas
By: _________________________________________
Michael Land, City Manager
SIGNED AND AGREED this the ________ day of __________________, 2024.
Purchaser:
RSC Investment Management, LLC, a Texas limited
liability company
By: RS Living Trust, Dated May 31, 2023, its
member
By: ___________________________________
Name: __________________________________
Title: Trustee
RECEIPT OF CONTRACT
Title Company acknowledges receipt of a copy of this Agreement executed by both Seller and
Purchaser on the ___ day of _______________________, 2024.
Republic Title of Texas, Inc.
By: ______________________________________
Name: ___________________________________
Title: ____________________________________
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Exhibit "A"
Form of Restriction Agreement
WHEN RECORDED RETURN TO:
City of Coppell, Texas
Attn: City Secretary
255 Parkway Blvd.
Coppell, Texas 75019
NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY
REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY
INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS
FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR
YOUR DRIVER’S LICENSE NUMBER
STATE OF TEXAS
COUNTY OF DALLAS
§
§
§
RESTRICTION AGREEMENT
This RESTRICTION AGREEMENT (“Restriction Agreement”) is made and entered into as of
the Effective Date by and between the City of Coppell (“City”), a Texas home rule municipality, and RSC
Investment Management, LLC, (“Developer”), a Texas limited liability company (City and Developer
sometimes hereafter collectively referred to as “Parties” or separately as “a Party” or “the Party”)
RECITALS
WHEREAS, as of the Effective Date, pursuant to the Purchase Agreement, Developer has
purchased the Property from City; and
WHEREAS, City has, as a condition of the conveyance of the Land to Developer, restricted the
use of the Property and required Developer to develop the Property with the Improvements in accordance
with the terms and conditions set forth herein; and
WHEREAS, pursuant to the Purchase Agreement, City provided the Purchase Grant to Developer;
and’
WHEREAS, the sale of the Property by City to Developer was conducted pursuant to Tex. Govt.
Code §253.0125 which exempts the sale of property by a city from the requirement of seeking sealed bids
as required by Tex. Loc. Govt. Code §272.001(a) or listing property with a real estate broker on multiple
listing service for 30 days prior to accepting an offer to purchase to property as required by Tex. Loc. Govt.
Code §253.008; and
WHEREAS, Tex. Loc. Govt. Code §253.0125(c) requires the consideration for a transfer of
property pursuant to Tex. Loc. Govt. Code §253.0125 to be in the form of an agreement between the parties
that requires the purchaser to use the property in a manner that primarily promotes a public purpose of the
municipality relating to economic development, which agreement must include provisions under which the
municipality is granted sufficient control to ensure that the public purpose is accomplished and the
municipality receives the return benefit; and
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WHEREAS, the Parties desire to enter into this Restriction Agreement for the purpose of
complying with the provisions of Tex. Loc. Govt. Code §253.0125(c).
NOW, THEREFORE, in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereby agree as follows:
Article I
Property Subject to Declaration
The Property shall be owned, held, leased, transferred, sold, mortgaged and/or conveyed by
Developer and any subsequent owners of all or any part of the Property (as hereinafter defined) for the term
specified in Section 4.2, subject to the terms of this Restriction Agreement.
Article II
Definitions
For purposes of this Restriction Agreement, the following words and phrases shall have the
following meanings unless the context clearly indicates a different meaning:
“City Manager” means City’s City Manager and such other person employed by City to whom the
City Manager delegates the authority to provide such approvals, consents, notices, and other actions on
behalf of City as provided in this Restriction Agreement.
“Completion of the Project” means the installation of the Project is completed and approved by the
City Manager.
“Developer” means RSC Investment Management, LLC, a Texas limited liability company, and its
successors and assigns.
“Effective Date” means the date this Restriction Agreement is signed by the Parties.
“Force Majeure” means any contingency or cause beyond the reasonable control of a Party
including, without limitation, acts of God or the public enemy, war, riot, civil commotion, insurrection,
City delay of permits or other approvals, government or de facto governmental action (unless caused by
acts of omissions of the Party), fires, explosions or floods, strikes, slowdowns or work stoppages, adverse
weather conditions, transportation delays or difficulties, shortages of materials or labor, financial institution
shutdowns, epidemic or pandemic, electronic funds transfer delays or difficulties, and economic
disruptions.
“Project” means improvement of the Property with landscaping and hardscaping so the Property
becomes usable as (i) a passive recreational open space area accessible to residents, business owners, and
visitors to the “Old Town Coppell” development and (ii) a location for “pop-up” vendors and other uses
reasonably promoting economic development activities within the development that are otherwise
permitted in accordance with zoning regulations applicable to the Property (iii) a minimum of 100sf of
flower beds, two (2) four foot benches and timber hardscaping delineating the vendor “pop-up” area. .
“Property” means the real property described as Lot 2, Block A, Old Town Water Tank/Office
Addition, an addition to the City of Coppell, Dallas County, Texas, according to the plat thereof recorded
as Instrument No. 201200115455, Map Records, Dallas County, Texas.
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“Purchase Agreement” shall mean that certain Purchase and Sale Agreement, as amended or
assigned, by and between City and Developer, dated ________________, 2024, relating to the sale of the
Property by City to Developer.
“Required Use” means the use of the Property for the Project and/or any other use approved in
writing by City that primarily promotes a public purpose of City relating to economic development.
Article III
Completion of the Project
3.1 Time for Completion of the Project. Subject to Section 3.2, below, Developer shall take all
reasonable and necessary steps and obtain all required approvals from City to cause Completion of the
Project not later than the first anniversary of the Effective Date.
3.2 Force Majeure. In the event of Force Majeure, Developer shall have such additional time to cause
Completion of the Project so long as Developer is diligently and faithfully pursuing the same.
3.3 City Remedies. If Completion of the Project has not occurred on or before the date required by
Section 3.1 (as extended in accordance Section 3.2, if applicable), not later than thirty (30) days after
delivery of written demand by City to Developer (the “Refund Demand”), Developer shall reimburse to
City the amount of the Purchase Grant plus interest accrued on said amount at the annual rate periodically
announced by the Wall Street Journal as the prime or base commercial lending rate, or if the Wall Street
Journal shall ever ceases to exist or ceases to announce a prime or base lending rate, then at the annual rate
of interest from time to time announced by Citibank, N.A. (or by any other New York money center bank
selected by City) as its prime or base commercial lending rate) from the Effective Date until the Purchase
Grant plus interest is reimbursed; provided, however, such reimbursement shall not be required if Developer
has caused Completion of the Project to occur prior to the date City delivers the Refund Demand to
Developer.
Article IV
Restrictions
4.1 Use of Property. Unless authorized in writing by City, no building or other improvements shall
be constructed, reconstructed, erected, altered, placed on, or demolished and removed from, any portion of
the Property if it in anyway impacts the Project and its intended purpose of reasonably promoting economic
development activities within the development ,In addition to the Project, Developer may construct a fence
around the perimeter of the Property that does not prevent the Project from being visible from the adjacent
public street.
4.2 Term of Restrictions. The restrictions set forth in Section 4.1, above, shall commence on the
Effective Date and continue thereafter indefinitely; provided, however, if Developer causes Completion of
the Project as required by this Restriction Agreement, this Restriction Agreement, including the restrictions
set forth in Section 4.1, above, shall expire of the fifth (5th) anniversary of the date of Completion of the
Project.
Article V
Miscellaneous
5.1 Enforcement. City shall have the right, but not the obligation, to enforce this Restriction
Agreement and any covenants and restrictions contained herein, as the same may be amended as herein
provided. Subject to the limitation set forth in Section 4.1, above, enforcement of the provisions set forth
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in Section 4.1 contained herein may be exercised after failure of any person or persons violating or
attempting to violate any covenants or restrictions to cure such violation or breach within a thirty (30) day
notice periods after receipt of written notice thereof, by proceeding at law or in equity, against any person
or persons violating or attempting to violate any covenants or restrictions, to restrain violation or to recover
damages, and failure to enforce any covenant, restriction or condition shall not be deemed a waiver of the
right of enforcement either with respect to the violation in question or any other violation. This Restriction
Agreement is not intended to restrict the rights of the City Council of the City of Coppell to exercise its
legislative duties and powers insofar as the Property is concerned. For further remedy, Developer, for itself,
its successors, and assigns agrees that City may withhold building permits, development approvals,
certificates of occupancy and/or final inspection necessary for the lawful use of any portion of the Property
not then in compliance with the Required Use. The rights of City under this Restriction Agreement may
not be waived or released except pursuant to an amendment or termination approved in accordance with
the provisions hereof, except by expiration of the Term.
5.2 Amendment. No amendment or termination of this Restriction Agreement shall be effective unless
and until approved by Developer and City; provided, however, City may, without the consent of Developer,
terminate and release the restrictions set forth in Section 4.1. If Developer or a subsequent owner of the
Property desires to change, amend or alter the covenants, conditions or restrictions as set forth herein,
Developer, or subsequent owner, as the case may be, shall file a written application for such change or
amendment with City, which may approve or deny such request at its sole discretion. Any change or
amendment approved by City shall not be effective unless and until an instrument executed by City’s Mayor
or City Manager is recorded in the Official Public Records in the office of the Dallas County Clerk in
accordance with this Section 5.2.
5.3 Notices. All notices, requests, demands or other communications required or permitted hereunder
shall be in writing and shall be deemed to have been fully and completely made when given by hand, by
confirmed facsimile transmission, by overnight delivery by Federal Express or other reliable courier or the
mailing of such by registered or certified mail, addressed as follows:
If intended for City, to:
City of Coppell
Attn: City Manager
255 Parkway Blvd.
Coppell, Texas 75019
With a copy to:
Robert E. Hager
Nichols, Jackson, Dillard, Hager & Smith, L.L.P.
500 North Akard, Suite 1800
Dallas, Texas 75201
If intended for Developer, to:
RSC Investment Management, LLC
Attn: Rory N. Carrick, Director
123 Lodge Road
Coppell, Texas
Any Party may at any time and from time to time by notice in writing to the other Party hereto change the
name or address of the person to whom notice is to be given as hereinbefore provided.
5.4 Successors and Assigns. This Restriction Agreement shall bind, and inure to the benefit of, the
Parties and their respective successors and assigns.
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5.5 Governing Law. This Restriction Agreement is entered into and is intended to be performed in
the State of Texas, and the validity, enforceability, interpretation and construction hereof shall be
determined and governed by the laws (other than conflict of laws provisions) of the State of Texas. Venue
for any action under this Restriction Agreement shall be in the state district court of Dallas County, Texas.
The Parties agree to submit to the personal and subject matter jurisdiction of said court.
5.6 Recording. The Parties agree that City may record this Restriction Agreement in the Official
Public Records in the office of the Dallas County Clerk. City agrees to execute and file a release of this
Restriction Agreement in said records upon request of Developer after the expiration or termination of this
Restriction Agreement.
5.7 Covenants Run with the Property. This Restriction Agreement and the restrictions, covenants,
and conditions set forth herein are for the purpose of protecting the value and desirability of the Property
and accomplishing certain public purposes of the City of Coppell and, consequently, shall run with the
Property and be binding on Developer and all parties having all right, title, or interest in the Land, in whole
or in part, and their heirs, successors and assigns. These covenants, conditions and restrictions shall be for
the benefit of the City of Coppell, Texas. This Restriction Agreement is binding upon Developer and each
and every subsequent owner, tenant, subtenant, licensee, manager, and occupant of all or any portion of the
Property, but only during the term of such party’s ownership, tenancy, license, management or occupancy
of the Property, for which such party shall remain liable and shall be binding upon and inure to the benefit
of City and its successors and assigns. It is expressly understood and agreed that acceptance of title to all
or a portion of the Property shall automatically, and without further acknowledgement or confirmation from
the owner, constitute such owner’s assumption of the obligations of Developer hereunder.
5.8 Severability. Invalidation of any one of these covenants, conditions, or restrictions by judgment
or court order shall in no way affect any other provisions, and all other provisions shall remain in full force
and effect.
5.9 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with
respect to the subject matter hereof, and no statement, promise, representation, or modification hereof by
any person, if any, and whether oral or written, shall be binding upon any Party.
5.10 Counterparts. This Agreement may be executed by the Parties in separate counterparts; each of
which when so executed and delivered shall be an original, but all such counterparts shall together constitute
one and the same instrument. Each counterpart may consist of a number of copies hereof each signed by
less than all, but together signed by all of the Parties.
5.11 Employment of Undocumented Workers. During the term of this Restriction Agreement,
Developer agrees not to knowingly employ any undocumented workers and, if convicted of a violation
under 8 U.S.C. Section 1324a (f), Developer shall repay the amount of the Purchase Grant and any other
funds received by Developer from City as of the date of such violation within one hundred twenty (120)
days after the date Developer is notified by City of such violation, plus interest at the set forth in Section
3.3 until paid. Developer is not liable for a violation of this Section 5.11 in relation to any workers
employed by a subsidiary, affiliate, or franchisee of Developer or by a person with whom Developer
contracts.
(Signatures on Following Page)
94
Page 6 Exhibit “A” to Purchase and Sale Agreement: City of Coppell to RSC Investment Management,
LLC (454 Bethel Road - Old Water Tank Property)
(kbl:2/2/2024:4875-9992-5134, v. 1)
City’s Signature Page
SIGNED AND AGREED on this ______ day of ___________________, 2024.
CITY OF COPPELL, TEXAS
[EXHIBIT ONLY – DO NOT SIGN]
By: _______________________________________
Michael Land, City Manager
STATE OF TEXAS §
§
COUNTY OF DALLAS §
Acknowledged before me, the undersigned authority, this _________ day of
____________________, 2024, by Michael Land, City Manager of City of Coppell, a Texas home rule
municipality, on behalf of said municipality.
[EXHIBIT ONLY – DO NOT SIGN]
__________________________________________
Notary Public, State of Texas
My Commission expires:
__________________________________
95
Page 7 Exhibit “A” to Purchase and Sale Agreement: City of Coppell to RSC Investment Management,
LLC (454 Bethel Road - Old Water Tank Property)
(kbl:2/2/2024:4875-9992-5134, v. 1)
Developer’s Signature Page
SIGNED AND AGREED on this _____ day of __________________, 2024.
RSC Investment Management, LLC, a Texas limited
liability company
By: RS Living Trust, Dated May 31, 2023, its
member
[EXHIBIT ONLY – DO NOT SIGN]
By: ___________________________________
Name: __________________________________
Title: Trustee
STATE OF TEXAS §
§
COUNTY OF DALLAS §
This instrument was acknowledged before me on the _______ day of _______________________,
2024, by _______________________, Trustee of the RS Living Trust, dated May 31, 2023, and member
of RSC Investment Manager, LLC, a Texas limited liability company, for and on behalf of said company.
[EXHIBIT ONLY – DO NOT SIGN]
__________________________________________
Notary Public, State of Texas
My Commission expires:
_______________________________
96
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7347
File ID: Type: Status: 2023-7347 Agenda Item Agenda Ready
1Version: Reference: In Control: City Council
02/19/2024File Created:
Final Action: Endo International Opioid SettlementFile Name:
Title: Consider a Resolution approving the Second Amended Joint Chapter 11
Plan of Reorganization of Endo International PLC and its affiliated debtors.
Notes:
Sponsors: Enactment Date:
Memo.pdf, Endo Resolution.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7347
Title
Consider a Resolution approving the Second Amended Joint Chapter 11 Plan of
Reorganization of Endo International PLC and its affiliated debtors.
Summary
Fiscal Impact:
No fiscal impact at this time.
Staff Recommendation:
Staff recommends approval.
Strategic Pillar Icon:
Sustainable Government
Page 1City of Coppell, Texas Printed on 2/23/2024
97
1
MEMORANDUM
To: Mayor and City Council
From: Robert E. Hager, City Attorney
Ashley Owens, City Secretary
Date: February 27, 2024
Reference: Consider a Resolution approving the Second Amended Joint Chapter 11 Plan of
Reorganization of Endo International PLC and its affiliated debtors.
Introduction:
The purpose of this agenda item is to present a resolution that approves the plan for disbursement and
request court approval of the liquidation and payment by Endo International PLC, et al.
Background:
Endo International PLC, et al is a foreign manufacturer of opioid and derivatives. Endo, along with
other such manufacturers, had a class action suit brought against them as part of litigation surrounding
the opioid epidemic. Endo filed bankruptcy and provided its assets to be liquidated and to pay claims
filed under the litigation. The current distribution plan has been amended twice, which is currently
subject to court approval.
Benefit to the Community:
This item may provide funds to the City of Coppell to be used for drug education and interdiction
purposes.
Legal Review:
City Attorney has approved the amended plan and prepared the Resolution for consideration.
Fiscal Impact:
Negative fiscal impact is not expected. The City may receive a disbursement from the Bankruptcy
Plan through the Texas Attorney General’s Office.
Recommendation:
The City Attorney recommends approval of the Resolution authorizing the City Manager to execute
the approved election document. As a member of the class that is entitled to disbursement, we would
98
2
receive funds through the state of Texas, Office of the Attorney General, for our allocated portion of
available funds. We are uncertain of our actual allotment, if any, at this time.
99
1
4885-0780-2280, v. 1
CITY OF COPPELL, TEXAS
RESOLUTION NO. ________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COPPELL,
TEXAS, AUTHORIZING THE SECOND AMENDED JOINT CHAPTER 11
PLAN OF REORGANIZATION OF ENDO INTERNATIONAL PLC AND
ITS AFFILIATED DEBTORS; AUTHORIZING THE CITY MANAGER TO
CAST A BALLOT ACCEPTING THE PLAN AND APPOINTING THE
CHAIRPERSON AS SPECIAL PROXY TO VOTE IN FAVOR OF THE
SCHEME AT THE RELEVANT SCHEME MEETING AND ANY
ADJOURNMENT THEREOF; AND PROVIDING AN EFFECTIVE DATE
WHEREAS, the City of Coppell is a holder of a claim against Endo International, PLC,
as part of an opioid settlement and Bankruptcy Plan, Chapter 11, Case Number 22,22549; and,
WHEREAS, a committee was established under a Joint Chapter 11 reorganization plan
to prove the has previously adopted and approved Settlement Plan; and
WHEREAS, the committee desires to provide a Second Amendment to the
Reorganization Plan and Distribution Plan; and
WHEREAS, it is in the best interest of the City of Coppell to approve such Second
Amendment to said Plan.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF COPPELL, TEXAS, THAT:
SECTION 1. That the City Council of the City of Coppell, Texas hereby authorizes the
second Amended Joint Chapter 11 Plan of Reorganization of Endo International PLC and its
affiliated debtors; and authorizing the City Manager is hereby authorized on behalf of the City to
cast a ballot accepting the plan and appointing the Chairperson as special proxy to vote in favor.
SECTION 2. This Resolution shall become effective immediately upon passage.
APPROVED:
WES MAYS, MAYOR
ATTEST:
100
2
4885-0780-2280, v. 1
ASHLEY OWENS, CITY SECRETARY
APPROVED AS TO FORM:
__________________________________
ROBERT E. HAGER, CITY ATTORNEY
101
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7314
File ID: Type: Status: 2023-7314 Presentation Agenda Ready
1Version: Reference: In Control: Finance
02/02/2024File Created:
Final Action: PresentationFile Name:
Title: Consider acceptance of the Annual Comprehensive Financial Report
(ACFR) for the fiscal year ending September 30, 2023.
Notes:
Sponsors: Enactment Date:
Memo.pdfAttachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7314
Title
Consider acceptance of the Annual Comprehensive Financial Report (ACFR) for the fiscal
year ending September 30, 2023.
Summary
See attached memorandum.
Fiscal Impact:
There is no direct fiscal impact from this agenda item.
Staff Recommendation:
The Strategic Financial Engagement department recommends acceptance of the ACFR for
fiscal year ending September 30, 2023.
Strategic Pillar Icon:
Sustainable Government
Page 1City of Coppell, Texas Printed on 2/23/2024
102
1
MEMORANDUM
To: Mayor and City Council
From: Kim Tiehen, Director of Strategic Financial Engagement
Via: Vanessa Tarver, Financial Relationships Group Manager
Date: February 27, 2024
Reference: Consider acceptance of the Annual Comprehensive Financial Report (ACFR) for the
fiscal year ending September 30, 2023.
2040: Sustainable City Government
Introduction:
As required by Section 7.13 of the City of Coppell Home Rule Charter, an independent audit must be
made of all accounts of the City by a Certified Public Accountant. John DeBurro, Partner, with the
audit firm of Weaver, will present the results of the financial audit.
At the time the agenda was prepared, the final printing and document distribution had not yet been
completed. However, hard copies of the audit will be available at the Cozby Library and Community
Commons next week and on the City’s website by visiting:
https://www.coppelltx.gov/250/Transparency
Benefit to the Community:
The annual audit provides the community with the knowledge that the City’s financial statements
accurately report the financial activity of the City.
Legal Review:
N/A
Fiscal Impact:
There is no direct fiscal impact from this agenda item.
Recommendation:
The Strategic Financial Engagement Department recommends acceptance of the ACFR for the fiscal
year ending September 30, 2023.
103
Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7341
File ID: Type: Status: 2023-7341 Agenda Item Agenda Ready
1Version: Reference: In Control: City Secretary
02/19/2024File Created:
Final Action: Cancellation of G.ElectionFile Name:
Title: Consider approval of a Resolution ordering a cancellation of the General
Municipal Election on May 4, 2024, and declaring the election of
unopposed candidates for Mayor and Place 2, Place 4, and Place 6 of the
City Council of the City of Coppell; and authorizing the Mayor to sign.
Una resolución del ciudad de Coppell, Texas ordenando la cancelación de
las elecciones generales del 4 de mayo del 2024 y declarando una
elección sin oposición de los candidatos para alcalde y para miembros del
consejo del lugar 2, lugar 4 y lugar 6 de la ciudad de Coppell, Texas;
proporcionando la emisión de los certificados de las elecciones;
proporcionando la publicación de esta resolución; proporcionando la
cláusula de reserva; y proporcionando una fecha de entrada en vigor.
nghị quyết của thành phố Coppell, Texas, ra lệnh hủy cuộc tổng tuyển cử
vào ngày 4 tháng 5 năm 2024 và tuyên bố bầu các ứng cử viên không có
đối thủ cho chức thị trưởng, vị trí thứ 2, thứ 4 và thứ 6 trong hội đồng
thành phố Coppell, Texas; quy định ban hành giấy chứng nhận bầu cử;
quy định công bố nghị quyết này; quy định về điều khoản xung đột; và quy
định về ngày có hiệu lực.
Notes:
Sponsors: Enactment Date:
Memo.pdf, Certification of Unopposed
Candidates.pdf, Resolution Cancelling Election.pdf,
Resolution canceling election - Spanish.pdf,
Resolution Cancelling Election - Vietnamese.pdf
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Page 1City of Coppell, Texas Printed on 2/23/2024
104
Master Continued (2023-7341)
Text of Legislative File 2023-7341
Title
Consider approval of a Resolution ordering a cancellation of the General Municipal Election
on May 4, 2024, and declaring the election of unopposed candidates for Mayor and Place 2,
Place 4, and Place 6 of the City Council of the City of Coppell; and authorizing the Mayor to
sign.
Una resolución del ciudad de Coppell, Texas ordenando la cancelación de las elecciones
generales del 4 de mayo del 2024 y declarando una elección sin oposición de los
candidatos para alcalde y para miembros del consejo del lugar 2, lugar 4 y lugar 6 de la
ciudad de Coppell, Texas; proporcionando la emisión de los certificados de las elecciones;
proporcionando la publicación de esta resolución; proporcionando la cláusula de reserva; y
proporcionando una fecha de entrada en vigor.
nghị quyết của thành phố Coppell, Texas, ra l ệnh hủy cuộc tổng tuyển cử vào ngày 4
tháng 5 năm 2024 và tuyên bố bầu các ứng cử viên không có đối thủ cho ch ức thị
trưởng, vị trí thứ 2, thứ 4 và thứ 6 trong hội đồng thành phố Coppell, Texas; quy định
ban hành giấy chứng nhận bầu cử; quy định công bố nghị quyết này; quy định về
điều khoản xung đột; và quy định về ngày có hiệu lực.
Summary
Fiscal Impact:
None
Staff Recommendation:
Staff recommends approval.
Strategic Pillar Icon:
Sustainable Government
Page 2City of Coppell, Texas Printed on 2/23/2024
105
MEMORANDUM
To: Mayor and City Council
From: Ashley Owens, City Secretary
Date: February 27, 2024
Reference: Consider approval of a Resolution ordering a cancellation of the General Municipal
Election on May 4, 2024, and declaring the election of unopposed candidates for
Mayor and City Council Places 2, 4, and 6; and authorizing the Mayor to sign.
2040: Sustainable City Government
Introduction:
The purpose of this item is for Council consideration of a resolution to cancel the General Municipal
Election on May 4, 2024. The cancellation of the General Election has no effect on the Special Election
for City Council Place 5. The Special Election will still take place on May 4, 2024, with the same
schedule for Early Voting.
Background:
On January 23, 2024, City Council ordered an election for Mayor and City Council Places 2, 4, and 6,
to take place on May 4, 2024.
The filing period began on January 17th and ended February 16th. The following candidates are
unopposed for election to office:
NAME OF CANDIDATE OFFICE SOUGHT TERM
Wes Mays Mayor Full - 3-year
Brianna Hinojosa-Smith Council - Place 2 Full - 3-year
Kevin Nevels Council - Place 4 Full - 3-year
Biju K. Mathew Council - Place 6 Full - 3-year
As stated in Chapter 2 of the Texas Election Code, once the governing body receives certification of
unopposed status, the governing body shall declare each unopposed candidate elected to the office.
106
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:
There is no fiscal impact.
Recommendation:
Staff recommends approval.
107
13-1
Prescribed by Secretary of State
Section 2.051-2.053, Texas Election Code
9/2023
CERTIFICATION OF UNOPPOSED CANDIDATES FOR
THE CITY OF COPPELL
To: Presiding Officer of Governing Body
As the authority responsible for having the official ballot prepared, I hereby certify that the
following candidates are unopposed for election to office for the election scheduled to be held on
May 4, 2024.
List offices and names of candidates:
NAME OF CANDIDATE OFFICE SOUGHT TERM
Wes Mays Mayor Full -3-year
Brianna Hinojosa -Smith Council -Pla ce 2 Full -3-year
Kevin Nevels Council -Place 4 Full -3 -year
Biju K. Mathew Council -Pl ac e 6 Full -3-year
Printed nam ~
Q· ~
Title~ ~
Date of signin
108
RESOLUTION NO. _______
A RESOLUTION OF THE CITY OF COPPELL, TEXAS, ORDERING
CANCELLATION OF THE GENERAL ELECTION ON MAY 4, 2024,
AND DECLARING THE ELECTION OF UNOPPOSED CANDIDATES
FOR MAYOR, PLACE 2, PLACE 4, AND PLACE 6 OF THE CITY
COUNCIL OF THE CITY OF COPPELL, TEXAS; PROVIDING FOR
THE ISSUANCE OF THE CERTIFICATES OF ELECTION;
PROVIDING FOR THE POSTING OF THIS RESOLUTION;
PROVIDING FOR A SAVINGS CLAUSE; AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, by Resolution No. 2024-0123.1, the City Council called for an election
on May 4, 2024, to elect a Mayor, and Council Members for Places 2, 4, and 6; and,
WHEREAS, the time for filing as a candidate for the May 4, 2024, City Council
election has ended; and,
WHEREAS, Chapter 2, Subchapter C, Election of Unopposed Candidate of the
Texas Election Code provides that a municipality may cancel an election for council
members if each candidate whose name is to appear on the ballot is unopposed and there are
no other places covering the same territory with opposed candidates; and,
WHEREAS, as required by law, the City Secretary has delivered a written
certification to the City Council certifying that the candidates for election for a Mayor, and
Council Members for Places 2, 4, and 6 are unopposed; and,
WHEREAS, that in accordance with the Texas Election Code, City Council desires
to cancel such election and declare the unopposed candidates elected to office.
NOW, THEREFORE, BE IT RESOLVED AND ORDERED BY THE CITY
COUNCIL OF THE CITY OF COPPELL, TEXAS:
SECTION 1. That the election called for May 4, 2024, to elect a Mayor and
Council Members for Places 2, 4, and 6 is cancelled.
SECTION 2. That the following unopposed candidates have been notified and
certified as unopposed and are declared elected:
109
NAME OF CANDIDATE OFFICE SOUGHT TERM
Wes Mays Mayor Full - 3-year
Brianna Hinojosa-Smith Council - Place 2 Full - 3-year
Kevin Nevels Council - Place 4 Full - 3-year
Biju K. Mathew Council - Place 6 Full - 3-year
SECTION 3. That a copy of this Resolution will be posted on Election Day at each
polling place that would have been used in the election, as required by the Election Code.
SECTION 4. That a certification of election will be issued to each candidate in the
same manner and at the same time as provided for a candidate elected at the election, as
required by the Texas Election Code.
SECTION 5. Nothing contained herein shall be construed to conflict with the Special
Election to fill the unexpired term for the vacancy in Councilmember Place 5 as set forth in
Resolution 2023-1212.3, dated December 12th, 2023.
APPROVED AND ADOPTED by the City Council of the City of Coppell, Texas the
27th day of February 2024.
This resolution and order shall be effective from and after the date of its enactment as
provided by law.
APPROVED:
WES MAYS, MAYOR
ATTEST:
ASHLEY OWENS, CITY SECRETARY
APPROVED AS TO FORM:
ROBERT E. HAGER, CITY ATTORNEY
4861-7829-3671, v. 1
110
4891-2385-7575, v. 1
RESOLUCIÓN NÚM. ___________
UNA RESOLUCIÓN DEL CIUDAD DE COPPELL, TEXAS ORDENANDO
LA CANCELACIÓN DE LAS ELECCIONES GENERALES DEL 4 DE
MAYO DEL 2024 Y DECLARANDO UNA ELECCIÓN SIN OPOSICIÓN
DE LOS CANDIDATOS PARA ALCALDE Y PARA MIEMBROS DEL
CONSEJO DEL LUGAR 2, LUGAR 4 Y LUGAR 6 DE LA CIUDAD DE
COPPELL TEXAS; PROPORCIONANDO LA EMISIÓN DE LOS
CERTIFICADOS DE LAS ELECCIONES; PROPORCIONANDO LA
PUBLICACIÓN DE ESTA RESOLUCIÓN; PROPORCIONANDO LA
CLÁUSULA DE RESERVA; Y PROPORCIONANDO UNA FECHA DE
ENTRADA EN VIGOR.
CONSIDERANDO QUE por medio la Resolución 2024-0123.1, el Consejo del Ciudad
ordenó las Elecciones Generales para el 4 de mayo de 2024 para elegir un alcalde y miembros
del consejo de los Lugares 2, 4 y 6; y
CONSIDERANDO QUE la fecha para presentarse como candidato para las Elecciones
Generales del 4 de mayo del 2024 ha pasado; y
CONSIDERANDO QUE en el Capítulo 2 del Código de Elecciones, establece en el
subcapítulo C, Elección de Candidatos sin Oposición, que los municipios pueden cancelar una
elección para miembros del concejo si cada candidato cuyo nombre debe aparecer en la boleta
electoral no tiene oposición, no se ha hecho una propuesta o se ha convocado una elección
especial; y
CONSIDERANDO QUE como lo ordena la ley, la Secretaría de la Ciudad ha entregado
una certificación escrita al consejo de la ciudad que los candidatos a la elección de alcalde y de
los miembros del consejo de los Lugares 2, 4 y 6 no tienen oposición; y
CONSIDERANDO QUE de acuerdo con las Elecciones del Código de Texas, el consejo
del ciudad desea cancelar dicha elección y declarar candidatos para alcalde y para miembros del
consejo de los Lugares 2, 4 y 6 sin oposición.
POR LA PRESENTE SE ORDENA POR EL CONSEJO DEL CIUDAD DE
COPPELL TEXAS:
SECCION 1. Que las elecciones generales convocadas para el 4 de mayo del 2024, para
elegir miembros del consejo para alcalde y para miembros del consejo de los Lugares 2, 4 y 6 ha
sido cancelada.
SECCION 2. Que los siguientes candidatos sin oposición han sido certificados sin
oposición y son declarados elegidos:
111
4891-2385-7575, v. 1
NOMBRE DEL CANDIDATO PUESTO PLAZO
Wes Mays Alcalde 3- años completos
Brianna Hinojosa-Smith Concejal para el Lugar 2 3- años completos
Kevin Nevels Concejal para el Lugar 4 3- años completos
Biju K. Mathew Concejal para el Lugar 6 3-años completos
SECCION 3. Que una copia de esta Resolución será publicada en el día de elecciones en
cada lugar de votación y donde habría sido usada en las elecciones, como lo requiere el Código
de Elecciones.
SECCION 4. Que se emitirá la certificación de elección a cada candidato de la misma
manera y al mismo tiempo como se proporciona al candidato elegido en las elecciones, como lo
requiere el Código de Elecciones.
SECCION 5. Nada de lo contenido en este documento se interpretará en conflicto con
las elecciones especiales para cubrir el período restante para la vacante del concejal para el Lugar
5 según lo establecido en la Resolución 2024-0123.1, con la fecha del 12 de diciembre de 2023.
APROBADO Y ADOPTADO por el Consejo de la Ciudad de Coppell, Texas el día 27
de febrero de 2024.
Esta Resolución y orden entraran en vigor en la fecha de su promulgación según lo
dispuesto por la ley.
APROBADO:
WES MAYS, ALCALDE
DOY FE:
___________________________
ASHLEY OWENS, SECRETARIA DEL CIUDAD
APROBADO POR SU CONTENIDO Y FORMA:
ROBERT E. HAGER – ABOGADO DE LA CIUDAD
112
4878-0691-3703, v. 1
NGHỊ QUYẾT SỐ _______
NGHỊ QUYẾT CỦA THÀNH PHỐ COPPELL, TEXAS, RA LỆNH HỦY
CUỘC TỔNG TUYỂN CỬ VÀO NGÀY 4 THÁNG 5 NĂM 2024 VÀ TUYÊN
BỐ BẦU CÁC ỨNG CỬ VIÊN KHÔNG CÓ ĐỐI THỦ CHO CHỨC THỊ
TRƯỞNG, VỊ TRÍ THỨ 2, THỨ 4 VÀ THỨ 6 TRONG HỘI ĐỒNG THÀNH
PHỐ COPPELL, TEXAS; QUY ĐỊNH BAN HÀNH GIẤY CHỨNG NHẬN
BẦU CỬ; QUY ĐỊNH CÔNG BỐ NGHỊ QUYẾT NÀY; QUY ĐỊNH VỀ ĐIỀU
KHOẢN XUNG ĐỘT; VÀ QUY ĐỊNH VỀ NGÀY CÓ HIỆU LỰC.
XÉT RẰNG, theo Nghị Quyết số 2024-0123.1, Hội Đồng Thành Phố đã yêu cầu tổ
chức bầu cử vào ngày 4 tháng 5 năm 2024 để bầu ra Thị Trưởng và các Vị Trí Thứ 2, 4
và 6 trong Thành Viên Hội Đồng; và
XÉT RẰNG, thời hạn nộp đơn với vai trò ứng cử viên cho cuộc bầu cử Hội Đồng
Thành Phố vào ngày 4 tháng 5 năm 2024 đã kết thúc; và
XÉT RẰNG, Chương 2, Tiểu Chương C, Bầu Cử Ứng Cử Viên Không Có Đối Thủ
của Bộ Luật Bầu Cử Texas quy định rằng thành phố có thể hủy cuộc bầu cử thành viên
hội đồng nếu mỗi ứng cử viên có tên trên phiếu bầu không có đối thủ và không có vị trí
nào khác cho cùng vùng lãnh thổ có ứng cử viên có đối thủ; và
XÉT RẰNG, theo yêu cầu pháp luật, Thư Ký Thành Phố đã gửi văn bản chứng
nhận cho Hội Đồng Thành Phố chứng nhận rằng các ứng cử viên cho cuộc bầu cử chức
Thị Trưởng và các Vị Trí Thứ 2, 4 và 6 của Thành Viên Hội Đồng không có đối thủ; và
XÉT RẰNG, theo Bộ Luật Bầu Cử Texas, Hội Đồng Thành Phố mong muốn hủy
cuộc bầu cử đó và tuyên bố các ứng cử viên không có đối thủ được bầu cho các chức
vụ trên.
VÌ VẬY, NAY HỘI ĐỒNG THÀNH PHỐ COPPELL, TEXAS RA NGHỊ QUYẾT VÀ
RA LỆNH:
MỤC 1. Rằng cuộc bầu cử được yêu cầu vào ngày 4 tháng 5 năm 2024 để bầu
ra Thị Trưởng và các Vị Trí Thứ 2, 4 và 6 của Thành Viên Hội Đồng bị hủy.
MỤC 2. Rằng các ứng cử viên không có đối thủ sau đây đã được thông báo và
chứng nhận là không có đối thủ và được tuyên bố là được bầu:
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4878-0691-3703, v. 1
TÊN ỨNG CỬ VIÊN CHỨC VỤ TRANH CỬ NHIỆM KỲ
Wes Mays Thị Trưởng Toàn nhiệm
kỳ - 3 năm
Brianna Hinojosa-Smith Hội Đồng - Vị Trí Thứ 2 Toàn nhiệm
kỳ - 3 năm
Kevin Nevels Hội Đồng - Vị Trí Thứ 4 Toàn nhiệm
kỳ - 3 năm
Biju K. Mathew Hội Đồng - Vị Trí Thứ 6 Toàn nhiệm
kỳ - 3 năm
MỤC 3. Rằng bản sao Nghị Quyết này sẽ được công bố vào Ngày Bầu Cử tại mỗi
nơi bỏ phiếu sẽ được sử dụng trong cuộc bầu cử, theo yêu cầu của Bộ Luật Bầu Cử.
MỤC 4. Rằng giấy chứng nhận bầu cử sẽ được ban hành cho từng ứng cử viên
theo cách thức và thời điểm giống như được quy định cho ứng cử viên được bầu tại cuộc
bầu cử, theo yêu cầu của Bộ Luật Bầu Cử Texas.
MỤC 5. Không điều gì trong tài liệu này sẽ được hiểu là xung đột với cuộc Bầu Cử
Đặc Biệt để bầu ra người giữ Vị Trí Thứ 5 còn trống của Thành Viên Hội Đồng trong
nhiệm kỳ chưa hết hạn như quy định trong Nghị Quyết 2024-0123.1 ngày 12 tháng 12
năm 2023.
ĐƯỢC PHÊ CHUẨN VÀ THÔNG QUA bởi Hội Đồng Thành Phố Coppell, Texas
vào ngày 27 tháng 2 năm 2024.
Nghị quyết và lệnh này sẽ có hiệu lực kể từ sau ngày ban hành nghị quyết theo
quy định của pháp luật.
NGƯỜI PHÊ CHUẨN:
WES MAYS, THỊ TRƯỞNG
NGƯỜI CHỨNG NHẬN:
ASHLEY OWENS, THƯ KÝ THÀNH PHỐ
NGƯỜI PHÊ CHUẨN HÌNH THỨC NGHỊ QUYẾT:
ROBERT E. HAGER, CHƯỞNG LÝ THÀNH PHỐ
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Master
City of Coppell, Texas 255 E. Parkway Boulevard
Coppell, Texas
75019-9478
File Number: 2023-7349
File ID: Type: Status: 2023-7349 Agenda Item Council Committee
Reports
1Version: Reference: In Control: City Council
02/20/2024File Created:
Final Action: Report on Woven Health Clinic - Councilmember
Mark Hill
File Name:
Title: A.Report on Woven Health Clinic - Councilmember Mark Hill
B.Report on Dallas Regional Mobility Coalition - Councilmember Don
Carroll
Notes:
Sponsors: Enactment Date:
Attachments: Enactment Number:
Hearing Date: Contact:
Effective Date: Drafter:
History of Legislative File
Action: Result: Return
Date:
Due Date: Sent To: Date: Acting Body: Ver-
sion:
Text of Legislative File 2023-7349
Title
A.Report on Woven Health Clinic - Councilmember Mark Hill
B.Report on Dallas Regional Mobility Coalition - Councilmember Don Carroll
Summary
Page 1City of Coppell, Texas Printed on 2/23/2024
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