Loading...
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 1 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 2 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 4 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. 21 - 3 - 15301 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 22 - 4 - 15301 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 23 - 5 - 15301 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. 24 - 6 - 15301 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 - 7 - 15301 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. 72 Page 3 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:) “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 73 Page 4 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:) 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. 74 Page 5 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:) 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) 75 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:) 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: __________________________________ 76 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:) 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: _______________________________ 77 Page 1 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) 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 78 Page 2 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) 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. 79 Page 3 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) 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 80 Page 4 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) 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 81 Page 5 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) 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. 82 Page 6 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) (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; 83 Page 7 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) (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. 84 Page 8 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) (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 85 Page 9 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) 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 86 Page 10 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) 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. 87 Page 11 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) (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. 88 Page 12 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) (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: ____________________________________ 89 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:2/2/2024:4875-9992-5134, v. 1) 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 90 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:2/2/2024:4875-9992-5134, v. 1) 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. 91 Page 3 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) “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 92 Page 4 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) 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. 93 Page 5 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) 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: 113 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 114 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 115