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HomeMy WebLinkAbout2021 1207 REGULAR SESSION of the CITY COUNCIL Agenda Meeting Date: 12/07/2021 Page - 5 5 Agenda Item No:1.5 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Ron Hartline Submitting Department: Engineering Item Type: Discussion Agenda Section: Subject: Recognize the Sutton Creek Channel Sewer Reconstruction Project for receiving Public Works Environmental Project of the Year from the Texas Chapter of the American Public Works Association at their annual conference. (Hartline) Suggested Action: See attached project award submission for additional details. Attachments: Project Award.pdf 6 7 8 9 10 11 12 13 Agenda Item No:1.6 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Shannon Stephens Submitting Department: Fire Item Type: Recognition Agenda Section: Subject: Recognize members of The Colony Police and Fire Department Honor Guards for their contributions to the 20th Anniversary of the September 11th World Trade Center attack this year at the Firehouse #4 9/11 Memorial Park. (Thompson) Suggested Action: Attachments: 14 Agenda Item No:1.7 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: David Swain Submitting Department: Parks & Recreation Item Type: Recognition Agenda Section: Subject: Recognize members of The Colony Community Center for recent artistic contributions to the facility decor. (Holland) Suggested Action: Attachments: 15 Agenda Item No:1.8 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Eve Morgan Submitting Department: Parks & Recreation Item Type: Proclamation Agenda Section: Subject: 2021 Arbor Day Proclamation (Council) Suggested Action: Attachments: TX ArborDayPresentation.pdf 16 MAYORAL PROCLAMATION WHEREAS, in 1872, J. Sterling Morton proposed to the Nebraska Board of Agriculture that a special day be set aside for the planting of trees; and, WHEREAS, the holiday, called “Arbor Day”, was first observed with the planting of more than a million trees in Nebraska; and, WHEREAS, Arbor Day is now celebrated nationwide around the world; and, WHEREAS, trees can reduce the erosion of our precious topsoil by wind and water, lower our heating and cooling costs, moderate the temperature, clean the air, produce oxygen, and provide habitat for wildlife; and, WHEREAS, trees are a renewable resource giving us paper and wood for our homes, fuel for our fires, and countless other wood products; and, WHEREAS, trees in our city increase property values, enhance the economic vitality of our business areas, and beautify our community; and, WHEREAS, trees, wherever they are planted, provide a source of joy and spiritual renewal. NOW, THEREFORE, I, Richard Boyer, Mayor of The Colony, Texas, do hereby proclaim Tuesday, December 7, 2021 as ARBOR DAY in the City of The Colony, and I encourage all citizens and businesses to join me in the celebration thereof and to support efforts to protect our trees and woodlands, by preserving both the natural and urban forest and by planting trees in our communities to promote the well-being of this and all future generations. SIGNED AND SEALED this 7th day of December, 2021. Richard Boyer, Mayor ATTEST: City of The Colony, Texas _________________________________ Tina Stewart, TRMC, City Secretary 17 Agenda Item No:1.9 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Items of Community Interest Suggested Action: Attachments: 18 Agenda Item No:1.10 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Lindsey Stansell Submitting Department: Parks & Recreation Item Type: Announcement Agenda Section: Subject: Receive presentation from Parks and Recreation regarding upcoming events and activities. (Stansell) Suggested Action: Attachments: 19 Agenda Item No:3.1 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Brant Shallenburger Submitting Department: General Admin Item Type: Presentation Agenda Section: Subject: Receive a presentation from The Colony Roadrunners Club regarding the 2021 The Colony Half Marathon. (Shallenburger) Suggested Action: Attachments: 20 Agenda Item No:3.2 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Recognition Agenda Section: Subject: Special presentations acknowledging former Mayor Joe McCourry and Council member Place 1 Kirk Mikulec. (Council) Suggested Action: Attachments: 21 Agenda Item No:3.3 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Council to provide direction to staff regarding future agenda items. (Council) Suggested Action: Attachments: 22 Agenda Item No:4.1 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Submitting Department: City Secretary Item Type: Minutes Agenda Section: Subject: Consider approving City Council Special Session meeting minutes for November 15, 2021 and Regular Session meeting minutes for November 16, 2021. (Stewart) Suggested Action: Attachments: November 15, 2021 Special Session DRAFT Minutes.doc November 16, 2021 DRAFT Minutes.docx 23 MINUTES OF CITY COUNCIL SPECIAL SESSION HELD ON NOVEMBER 15, 2021 The Special Session of the City Council of the City of The Colony, Texas, was called to order at 6:30 p.m. on the 15 th day of November, 2021, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Joe McCourry Mayor Present Kirk Mikulec Deputy Mayor Pro Tem Absent (Business) Richard Boyer Mayor Pro Tem Present Brian Wade Councilmember Present David Terre Councilmember Absent (Business) Perry Schrag Councilmember Absent (Business) Joel Marks Councilmember Present And with 4 council members present a quorum was established and the following items were addressed in this meeting remotely via videoconference. 1.CALL TO ORDER Mayor McCourry called the meeting to order at 6:30 p.m. 2.CANVASS THE ELECTION 2.1 Discuss and consider approving an ordinancecanvassing the returns and declaring the results of an election held on Tuesday, November 2, 2021, for the purpose of electing three (3) councilmembers for said city; providing the candidate for Mayor, Place 1 and Place 2 elected to office. Mayor McCourry read excerpts from the canvassing ordinance of the General Election held on November 2, 2021. Motion to approve- Marks; second by Wade, motion carried with all ayes. ORDINANCE NO. 2021-2454 3.ADJOURN With there being no further business to discuss the meeting adjourned at 6:32 p.m. APPROVED: ________________________________ Joe McCourry, Mayor City of The Colony 24 ATTEST: ____ Tina Stewart, TRMC, CMC, City Secretary 25 1 These items are strictly public service announcements. Expressions of thanks, congratulations or condolences; information regarding holiday schedules; honorary recognition of city officials, employees or other citizens; reminders about upcoming events sponsored by the City or other entity that are scheduled to be attended by a city official or city employee. No action will be taken and no direction will be given regarding these items. MINUTES OF THE CITY COUNCIL REGULAR SESSION HELD ON NOVEMBER 16, 2021 The Regular Session of the City Council of the City of The Colony, Texas, was called to order at 7:01 p.m. on the 16 th day of November 2021, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Joe McCourry, Mayor Kirk Mikulec, Deputy Mayor Pro Tem Richard Boyer, Mayor Pro Tem Brian Wade, Councilmember David Terre, Councilmember Perry Schrag, Councilmember Joel Marks, Councilmember Judy Ensweiler, Councilmember Robyn Holtz, Councilmember Present Present Present Present Present Absent (Business) Present Present Present And with 8 council members present a quorum was established and the following items were addressed: 1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS and PROCLAMATIONS 1.1 Call to Order Mayor McCourry called the meeting to order at 7:01 p.m. 1.2 Invocation Councilman Terre delivered the invocation. 1.3 Pledge of Allegiance to the United States Flag The Pledge of Allegiance to the United States Flag was recited. 1.4 Salute to the Texas Flag Salute to the Texas Flag was recited. 1.5 Items of Community Interest 2.0 OATH OF OFFICE 2.1 Oath of Office for elected City Council members of Mayor, Place1 and Place 2. City Secretary, Tina Stewart, administered the Oath of Office to Richard Boyer, Judy Ensweiler and Robyn Holtz. Former Mayor Joe McCourry and Councilmember Kirk Mikulec left the meeting. 3.0 CITIZEN INPUT None 26 City Council – Regular Meeting Agenda November 16, 2021 Page| 2 4.0 WORK SESSION 4.1 Discuss and provide direction to staff regarding the City Boards and Commissions Annual Banquet. Council provided discussion on this item and directed staff to move forward in planning this event. 4.2 Council to provide direction to staff regarding future agenda items. None 5.0 CONSENT AGENDA Motion to approve all items from the Consent Agenda with the exception of Agenda Item 5.3for separate consideration- Wade; second by Marks, motion carried with all ayes. 5.1 Consider approving City Council Regular Session meeting minutes for November 3, 2021. 5.2 Consider approving Adam Venable's resignation from Keep The Colony Beautiful Board. ***ITEM REMOVED FROM AGENDA FOR SEPARATE CONSIDERATION*** 5.3 Consider approving Richard Ensweiler's resignation from the Economic Development Corporation Board. Motion to approve- Terre; second by Marks, motion carried with all ayes with abstention from Councilwoman Ensweiler. 5.4 Consider approving a resolution casting the city's votes for David Terre to serve on the Denton Central Appraisal District Board of Directors for a two-year term beginning January 1, 2022. RESOLUTION NO. 2021-076 5.5 Consider approving a resolution authorizing the Mayor to execute an Interlocal Agreement with Denton County for Library Services. RESOLUTION NO. 2021-077 27 City Council – Regular Meeting Agenda November 16, 2021 Page| 3 6.0 REGULAR AGENDA ITEMS 6.1 Discuss and consider an ordinance regarding a Site Plan application for the Live Oak Logistics Center, Phase IIA, Lot 2, Block A, a multi-building commercial development located on an approximately 46.66 acre tract of land, west of the northwest intersection of F.M. 423 (Main Street) and Memorial Drive, within the Planned Development 19 (PD-19) and Gateway Overlay District. Senior Planner, Isaac Williams, presented the proposed ordinance to Council. Mr. Williams provided an overview on various development phases outlining land use buffering, parking, landscaping, overall phasing and timing of infrastructure and utilities conceptually inflected in the amendments to Planned Development-19 (PD- 19). The Development Review Committee finds the proposed ordinance meets the requirements of the Zoning Ordinance where applicable. On October 26, 2021, the Planning and Zoning Commission voted 5-1 to approve the proposed ordinance. Motion to approve- Ensweiler; second by Holtz, motion carried with all ayes. ORDINANCE NO. 2021-2455 6.2 Discuss and consider approving a resolution authorizing the City Manager to execute a Construction Services Contract in the amount of $210,880.80 with URETEC USA, Inc. for the Avondale Court and Kennoway Drainage Improvement Projects. Director of Engineering, Ron Hartline, presented the proposed resolution to Council. Motion to approve- Marks; second by Ensweiler, motion carried with all ayes. RESOLUTION NO. 2021-078 Executive Session was convened at 7:40 p.m. 7.0 EXECUTIVE SESSION 7.1.A. Council shall convene into a closed executive session pursuant to Section 551.071 of the Texas Government Code to receive legal advice on the Open Meetings Act rules and requirements. Regular Session was reconvened at 8:25 p.m. 8.0 EXECUTIVE SESSION ACTION 8.1 A. Any action as a result of executive session regarding the legal advice on the Open Meetings Act rules and requirements. No Action 28 City Council – Regular Meeting Agenda November 16, 2021 Page| 4 ADJOURNMENT With there being no further business to discuss the meeting adjourned at 8:26 p.m. APPROVED: __________________________________ Richard Boyer, Mayor City of The Colony ATTEST: _______________________________ Tina Stewart, TRMC, CMC City Secretary 29 Agenda Item No:4.2 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: Parks & Recreation Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute a Professional Services Contract with Dunkin Sims Stoffels Inc. in the amount of $63,250.00 for Kids Colony Splash Park Phase 2, with funding from the Community Development Corporation. (Morgan) Suggested Action: Attachments: Kids Colony Splash Park Phase 2 Professional Services Agreement wit Exhibits.pdf Res. 2021-xxx Kids Colony Splash Park Phase 2 Professional Services Agreement wit Exhibits.doc 30 STATE OF TEXAS § CITY OF THE COLONY, TEXAS § AGREEMENT FOR PROFESSIONAL SERVICES COUNTY OF DENTON § This Agreement for Professional Services (“Agreement”) is made by and between the City of The Colony, Texas, a municipal corporation located in Denton County, Texas (“City”), and DUNKIN SIMS STOFFELS, INC (“Professional”) (individually, each a “Party” and collectively, “Parties”), acting by and through the Parties’ authorized representatives. Recitals: WHEREAS, 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, Professional desires to render professional services for City for KID’S COLONY SPLASH PARK PHASE II (“Project”) 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 is hereby acknowled ged, the Parties agree as follows: Article I Employment of Professional Professional will perform as an independent contractor all services under this Agreement to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of Professional’s profession, both public and private, currently practicing in the same locality under similar conditions including but not limited to the exercise of reasonable, informed judgments and prompt, timely action. If Professional is representing this it has special expertise in one or more areas to be utilized in the performance of this Agreement, then Professional agrees to perform those special expertise services to the appropriate local, regional and national professional standards. Article II Term 2.1 The term of this Agreement shall begin on the last date of execution hereof by all parties hereto (the “Effective Date”) and shall continue until completion of the services provided by Professional to City under this Agreement. 2.2 Professional may terminate this Agreement by giving thirty (30) days prior written notice to City. In the event of such termination by Professional, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. 31 2.3 City may terminate this Agreement by giving ten (10) days prior written notice to Professional. In the event of such termination by City, Professional shall be entitled to compensation for services satisfactorily completed in accordance with this Agreement prior to the date of such termination. Upon receipt of such notice from City, Professional shall immediately terminate working on, placing orders or entering into contracts for supplies, assistance, facilities or materials in connection with this Agreement and shall proceed to promptly cancel all existing contracts insofar as they are related to this Agreement. Article III Scope of Services 3.1 Professional shall perform the services specifically set forth in Exhibit A, attached hereto and incorporated herein by reference, entitled “Scope of Services”. In case of conflict with the language of Exhibit A and the provisions of this Agreement, the provisions of this Agreement shall control. 3.2 The Parties acknowledge and agree that any and all opinions provided by Professional represent the best judgment of Professional. 3.3 Schematic Design Documents, Design Development Documents, Contract Documents, Drawings, Plans, Specifications and other documents, including those in electronic form, prepared by Professional and its consultants, agents, representatives, and/or employees in connection with the Project (“Project Documents”) are intended for the use and benefit of City. Professional and its consultants, agents, representatives, and/or employees shall be deemed the authors of their respective part of said Project Documents. Notwithstanding the foregoing, City shall own, have, keep and retain all rights, title and interest in and to a ll Project Documents, including all ownership, common law, statutory, and other reserved rights, including copyrights, in and to all such Project Documents, whether in draft form or final form, which are produced at City’s request and in furtherance of this Agreement or for the Project. City shall have full authority to authorize contractor(s), subcontractors, sub-subcontractors, City consultants, and material or equipment suppliers to reproduce applicable portions of the Project Documents to and for use in their execution of the work or for any other purpose. All materials and reports prepared by Professional in connection with this Agreement are “works for hire” and shall be the property of City. Professional shall, upon completion of the services provided under this Agreement, or upon earlier termination of this Agreement, provide City with reproductions of all materials, reports, and exhibits prepared by Professional pursuant to this Agreement, and shall provide same in electronic format if requested by City. Any re-use of the Project Documents by the City on any other project not contemplated or included under this Agreement shall be at the City’s sole risk, without liability to Professional. Article IV Schedule of Work 4.1 Professional agrees to commence services upon written direction from City and to complete the tasks set forth in Exhibit A, Scope of Services, in accordance with a work schedule established by City (the “Work Schedule”), which is attached hereto and incorporated as Exhibit C. 32 4.2 In the event Professional’s performance of this Agreement is delayed or interfered with by acts of City or others, Professional may request an extension of time for the performance of same as hereinafter provided, and City shall determine whether to authorize any increase in fee or price, or to authorize damages or additional compensation as a consequence of such delays, within a reasonable time after receipt of Professional’s request. 4.3 No allowance of any extension of time, for any cause whatsoever, shall be claimed or made by Professional, unless Professional shall have made written request upon City for such extension not later than five (5) business days after the occurrence of the cause serving as the basis for such extension request, and unless City and Professional have agreed in writing upon the allowance of such additional time. Article V Compensation and Method of Payment 5.1 City shall pay Professional for the services specifically as set forth in Exhibit B by payment of a fee not to exceed $63,250.00. 5.2 Each month Professional shall submit to City an invoice supporting the amount for which payment is sought. Each invoice shall also state the percentage of work completed on the Project through the end of the then submitted billing period, the total of the current invoice amount, and a running total balance for the Project to date. 5.3 Within thirty (30) days of receipt of each such monthly invoice, City shall make monthly payments in the amount shown by Professional’s approved monthly invoice and other documentation submitted. 5.4 Professional shall be solely responsible for the payment of all costs and expenses related to the services provided pursuant to this Agreement including, but not limited to, travel, copying and facsimile charges, reproduction charges, and telephone, internet, e-mail, and postage charges, except as set forth in Exhibit A. 5.5 Nothing contained in this Agreement shall require City to pay for any services that is unsatisfactory as determined by City or which is not performed in compliance with the terms of this Agreement, nor shall failure to withhold payment pursuant to the provisions of this section constitute a waiver of any right, at law or in equity, which City may have if Professional is in default, including the right to bring legal action for damages or for specific performance of this Agreement. Waiver of any default under this Agreement shall not be deemed a waiver of any subsequent default. Article VI Devotion of Time, Personnel, and Equipment 6.1 Professional shall devote such time as reasonably necessary for the satisfactory performance of the services under this Agreement. City reserves the right to revise or expand the scope of services after due approval by City as City may deem necessary, but in such event City 33 shall pay Professional compensation for such services at mutually agreed upon charges or rates, and within the time schedule prescribed by City, and without decreasing the effectiveness of the performance of services required under this Agreement. In any event, when Professional is directed to revise or expand the scope of services under this Agreement, Professional shall provide City a written proposal for the entire costs involved in performing such additional services. Prior to Professional undertaking any revised or expanded services as directed by City under this Agreement, City must authorize in writing the nature and scope of the services and accept the method and amount of compensation and the time involved in all phases of the Project. 6.2 It is expressly understood and agreed to by Professional that any compensation not specified in this Agreement may require approval by the City Council of the City of The Colony and may be subject to current budget year limitations. 6.3 To the extent reasonably necessary for Professional to perform the services under this Agreement, Professional shall be authorized to engage the services of any agents, assistants, persons, or corporations that 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 Professional. 6.4 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 VII Relationship of Parties 7.1 It is understood and agreed by and between the Parties that in satisfying the conditions and requirements of this Agreement, Professional is acting as an independent contractor, and City assumes no responsibility or liability to any third party in connection with the services provided by Professional under this Agreement. 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, servant, representative, or employee of City. Professional shall supervise the performance of its services and shall be entitled to control the manner, means and methods by which Professional’s services are to be performed, subject to the terms of this Agreement. As such, City shall not train Professional, require Professional to complete regular oral or written reports, require Professional to devote his full-time services to City, or dictate Professional’s sequence of work or location at which Professional performs Professional’s work, except as may be set forth in Exhibit A. 7.2 Professional shall be responsible for the professional quality, technical accuracy, and the coordination of all designs, drawings, specifications, plans, and other services furnished by Professional under this Agreement. Professional shall, without additional compensation, correct or revise any errors or deficiencies in the Project Documents and other services provided under this Agreement. Neither City’s review, approval, nor acceptance of, nor payment for any of, the services provided under this Agreement, shall be construed to operate as a waiver of any rights under this Agreement, and Professional shall be and remain liable to City in accordance 34 with applicable law for all damages to City caused by Professional’s negligent performance of any of the services furnished under this Agreement. Article VIII Insurance 8.1 Before commencing work, Professional shall, at its own expense, procure, pay for and maintain during the term of this Agreement the following insurance written by companies approved by the state of Texas and acceptable to City. Professional shall furnish to the City Manager certificates of insurance executed by the insurer or its authorized agent stating coverages, limits, expiration dates and compliance with all applicable required provisions. Certificates shall reference the project/contract number and be addressed as follows: City of The Colony, Texas Attention: City Manager 6800 Main Street The Colony, Texas 75056 A. Commercial General Liability insurance, including, but not limited to Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors and Contractual Liability, with minimum combined single limits of $1,000,000 per occurrence, $1,000,000 Products/Completed Operations Aggregate, and $1,000,000 general aggregate. Coverage must be written on an occurrence form. The General Aggregate shall apply on a per project basis. B. Workers’ Compensation insurance with statutory limits; and Employers’ Liability coverage with minimum limits for bodily injury: 1) by accident, $100,000 each accident, and 2) by disease, $100,000 per employee with a per policy aggregate of $500,000. C. Business Automobile Liability insurance covering owned, hired and non- owned vehicles, with a minimum combined bodily injury and property damage limit of $1,000,000 per occurrence. D. Professional Liability Insurance to provide coverage against any claim which the Professional and all professionals engaged or employed by the Professional become legally obligated to pay as damages arising out of the performance of professional services caused by error, omission or negligent act with minimum limits of $2,000,000 per claim, $2,000,000 annual aggregate. NOTE: If the insurance is written on a claims-made form, coverage shall be continuous (by renewal or extended reporting period) for not less than thirty-six (36) months following completion of this Agreement and acceptance by City. 8.2 With reference to the foregoing required insurance, Professional shall endorse applicable insurance policies as follows: 35 A. A waiver of subrogation in favor of City, its officials, employees, and officers shall be contained in the Workers’ Compensation insurance policy. B. The City, its officials, employees and officers shall be named as additional insureds on the Commercial General Liability po licy, by using endorsement CG2026 or broader . C. All insurance policies shall be endorsed to the effect that City will receive at least thirty (30) days notice prior to cancellation, non-renewal, termination, or material change of the policies. 8.3 All insurance shall be purchased from an insurance company that meets a financial rating of B+VI or better as assigned by A.M. Best Company or equivalent. Article IX Right to Inspect Records 9.1 Professional agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of Professional involving transactions relating to this Agreement. Professional agrees that City shall have access during normal working hours to all necessary Professional facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. City shall give Professional reasonable advance notice of intended audits. 9.2 Professional further agrees to include in subcontract(s), if any, a provision that any subcontractor agrees that City shall have access to and the right to examine any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract, and further, that City shall have access during normal working hours to all such subcontractor facilities and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section. City shall give any such subcontractor reasonable advance notice of intended audits. Article X Miscellaneous 10.1 Entire Agreement. This Agreement and any and all Exhibits attached hereto constitutes the sole and only agreement between the Parties and supersedes any prior or contemporaneous understandings, written agreements or oral agreements between the Parties with respect to the subject matter of this Agreement. 10.2 Authorization. Each Party represents that it has full capacity and authority to grant all rights and assume all obligations granted and assumed under this Agreement. 10.3 Assignment. 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 Professional to w hich 36 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. 10.4 Successors and Assigns. Subject to the provisions regarding assignment, this Agreement shall be binding on and inure to the benefit of the Parties and their respective heirs, executors, administrators, legal representatives, successors and assigns. 10.5 Governing Law and Exclusive Venue. The laws of the State of Texas shall govern this Agreement, and exclusive venue for any legal action concerning this Agreement shall be in a District Court with appropriate jurisdiction in Denton County, Texas. The Parties agree to submit to the personal and subject matter jurisdiction of said court. 10.6 Amendments. This Agreement may be amended only by the mutual written agreement of the Parties. 10.7 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 by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision in this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. 10.8 Survival of Covenants and Terms. Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survive termination, including, but not limited to, Section 3.3, Article X, and, in particular, Sections 10.13 and 10.14. 10.9 Recitals. The recitals to this Agreement are incorporated herein. 10.10 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: With Copy to: Troy C. Powell Pam Nelson City Manager Community Services Director City of The Colony City of The Colony 6800 Main Street 5151 N. Colony The Colony, Texas 75056 The Colony, Texas 75056 If intended for Professional: Bob Stoffels, RLA Dunkin Sims Stoffels, Inc. 622 West State Street Garland, Texas 75040 37 10.11 Counterparts. This Agreement may be executed by the Parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed 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. 10.12 Exhibits. The exhibits attached hereto are incorporated herein and made a part hereof for all purposes. 10.13 Professional’s Liability. Acceptance of the Project Documents by City shall not constitute nor be deemed a release of the responsibility and liability of Professional, its employees, associates, agents or subcontractors for the accuracy and competency of their designs, working drawings, specifications or other documents and work; nor shall such acceptance be deemed an assumption of responsibility by City for any defect in the Project Documents or other documents and work prepared by Professional, its employees, associates, agents or sub-consultants. 10.14 Indemnification. PROFESSIONAL AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY FROM AND AGAINST ANY AND ALL LIABILITIES, DAMAGES, CLAIMS, SUITS, COSTS (INCLUDING COURT COSTS, ATTORNEY’S 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 PROFESSIONAL’S 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 THE SOLE NEGLIGENCE 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. 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. IF THIS AGREEMENT IS A CONTRACT FOR ENGINEERING OR ARCHITECTURAL SERVICES, THEN THIS SECTION IS LIMITED BY, AND TO BE READ AS BEING IN COMPLIANCE WITH, THE INDEMNITY SPECIFIED IN § 271.904 OF THE TEXAS LOCAL GOVERNMENT CODE, AS AMENDED. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT 10.15 Conflicts of Interests. Professional represents that no official or employee of City has any direct or indirect pecuniary interest in this Agreement. Any misrepresentation by 38 Professional under this section shall be grounds for termination of this Agreement and shall be grounds for recovery of any loss, cost, expense or damage incurred by City as a result of such misrepresentation. 10.16 Default. If at any time during the term of this Agreement, Professional shall fail to commence the services in accordance with the provisions of this Agreement or fail to diligently provide services in an efficient, timely and careful manner and in strict accordance with the provisions of this Agreement or fail to use an adequate number or quality of personnel to complete the services or fail to perform any of Professional’s obligations under this Agreement, then City shall have the right, if Professional shall not cure any such default after thirty (30) days written notice thereof, to terminate this Agreement. Any such act by City shall not be deemed a waiver of any other right or remedy of City. If after exercising any such remedy due to Professional’s nonperformance under this Agreement, the cost to City to complete the services to be performed under this Agreement is in excess of that part of the contract sum which as not theretofore been paid to Professional hereunder, Professional shall be liable for and shall reimburse City for such excess costs. 10.17 Confidential Information. Professional hereby acknowledges and agrees that its representatives may have access to or otherwise receive information during the furtherance of Professional’s obligations in accordance with this Agreement, which is of a confidential, non - public or proprietary nature. Professional shall treat any such information received in full confidence and will not disclose or appropriate such Confidential Information for Professional’s own use or the use of any third party at any time during or subsequent to this Agreement. As used herein, “Confidential Information” means all oral and written information concerning the City, its affiliates and subsidiaries, and all oral and written information concerning City or its activities, that is of a non-public, proprietary or confidential nature including, without limitation, information pertaining to customer lists, services, methods, processes and operating procedures, together with all analyses, compilations, studies or other documents, whether prepared by Professional or others, which contain or otherwise reflect such information. The term “Confidential Information” shall not include such information that is or becomes generally available to the public other than as a result of disclosure to Professional, or is required to be disclosed by a governmental authority under applicable law. 10.18 Remedies. No right or remedy granted or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each right or remedy shall be cumulative of every other right or remedy given hereunder. No covenant or condition of this Agreement may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Agreement. 10.19 No Third Party Beneficiary. For purposes of this Agreement, including the intended operation and effect of this Agreement, the Parties specifically agree and contract that: (1) this Agreement only affects matters between the Parties to this Agreement, and is in no way intended by the Parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with City or Professional or both; and (2) the terms of this Agreement are not intended to release, either by 39 contract or operation of law, any third person or entity from obligations owing by them to either City or Professional. EXECUTED this _______ day of _____________________, 20___. City of The Colony, Texas By: City Manager Attest: City Secretary EXECUTED this _______ day of _____________________, 20___. Professional By: Name: ____________________________________ Title: ____________________________________ Attest: Corporate Secretary 40 1 622 West State Street Garland, Texas 75040 (214) 553-5778 DUNKIN SIMS STOFFELS Inc. September 16, 2021 Eve Morgan Park Development Manager City of The Colony 5151 North Colony Blvd The Colony, Texas 75056 Dear Ms. Morgan: We appreciate the opportunity to submit this scope of services for the Kid’s Colony Splash Park – Phase II. Dunkin Sims Stoffels (DSS), working with the City of The Colony, will develop design and construction documents for the Kid’s Colony Splash Park – Phase II. PROJECT SCOPE A schematic master plan for the Kid’s Colony Playground was prepared in 2009. Phases I and II were completed in 2011 and 2014, respectively. Kids Colony Splash Park – Phase I is currently under construction. Kid’s Colony Splash Park – Phase II is the continued construction of the City’s premier community playground. Facilities included in Kids Colony Splash Park – Phase II development include the enhanced spray features in the splash park, fitness area, parking lot expansion, restroom building, shade canopies and associated site pavement and utilities. Schematic Design DSS, with input from City Staff and the manufacturer’s representatives of the splash park features, restroom building and fitness equipment will refine the Kids Colony Splash Park – Phase II site plan. An opinion of probable cost (OPC) will be prepared for construction of the Kids Colony Splash Park – Phase II features. DSS will submit the schematic design and OPC to City Staff for their review and comment. Design Development DSS will further analyze the Kids Colony Splash Park – Phase II and propose refined design recommendations and solutions for additional review and comment by City Staff. The OPC will be refined and updated to reflect design modifications proposed within the design development phase. 41 2 Construction Documents and Specifications Construction documents and specifications will be prepared for the Kids Colony Splash Park – Phase II components outlined within the project scope. Dunkin Sims Stoffels, Inc. will perform the following tasks in this section of the project:  Grading plan  Erosion Control plan  Layout Plan(s) locating the park features, shade canopies, parking lot expansion, concrete pavement, restroom building, fitness equipment, utilities, etc.  Construction Details providing plans, sections, and/or elevations of the individual elements of the project.  Assist with preparation of forms for BuyBoard Proposals.  Prepare the project specification manual.  Prepare the final opinion of probable cost. BuyBoard Proposals The Consultant will assist City Staff in procuring BuyBoard proposals from the various manufacturers for the construction of Phase II of the Kids Colony Splash Park. Construction Observation The Consultant will perform the following professional services during construction of Kids Colony Splash Park – Phase II:  Consultation and provide advice to the City.  Preparation of elementary and supplementary sketches required to resolve field conditions.  Approval of submittals and shop drawings submitted by contractor for conformance with the design concept.  The Consultant shall make periodic site visits to determine if the project is proceeding in accordance with the contract documents. The Consultant shall not be responsible or liable for the Contractor's failure to perform the construction work in accordance with the contract documents. DSS has included seven (7) site visits within our construction observation scope; based upon an anticipated construction length of three months.  Review and approval of all certificates for payment submitted by the Contractor.  Prepare Change Orders for the City's approval and execution.  Coordinate final site walk through with the City at the conclusion of the construction and provide a punch list to Contractor to complete the project. Following substantial completion and/or final acceptance, the Consultant will prepare one set of record drawings. The record drawings will be based on written record of observations by the City’s Inspectors and information provided by the Contractor through written records and construction mark-ups made to the project record drawings and specifications. If desired the Consultant will provide AutoCAD, version 2018 drawing files of the record drawings. This AutoCAD file will be one drawing file with all of the information encompassed within it and paper space delineation of each individual sheet. There will not be a separate AutoCAD drawing file for each sheet within the drawing set. 42 3 Additional Services Project Meetings - The Consultant has allowed for a total of two (2) meetings within the schematic design, design development and construction document phases. Additional meetings or public hearings with City Boards or other governmental bodies will be considered additional services and billed at the hourly rates outlined within this agreement. Design Changes/Increased Scope - Any substantial design changes following preparation of design development documents and/or commencement of construction documents, as well as, increased project scope will be considered an additional service and the Consultant may invoice for the resultant changes to the construction documents and increased services at the hourly rates outlined within this agreement. Preparation of Alternates – Should the City request design alternates be prepared for bidding that increase the project scope or exceed the current construction budget the Consultant may invoice the City, in addition to the original contract amount, for the hours expended in preparing the alternates; at the hourly rates outlined within this agreement. COMPENSATION The Consultant’s professional fee for the scope of services, exclusive of the subsidiary services and reimbursable expenses delineated within this proposal, is $59,000.00*, this fee shall not be exceeded without written authorization. The professional fees for the services outlined within the separate phases of work delineated within the proposal are as follows: Schematic Design $ 2,950.00 Design Development $ 5,900.00 Construction Documents $ 29,500.00 BuyBoard Proposals $ 5,900.00 Construction Observation $ 14,750.00 Total Professional Fee: * $ 59,000.00 * Exclusive of reimbursable expenses 43 4 For billing purposes and additional services, the following hourly rates shall be used: DSS Principal $150.00 per hour Landscape Architect $110.00 per hour Project Manager – C.E. $140.00 per hour Civil Engineer $130.00 per hour Electrical Engineer $130.00 per hour LiDAR Scanning (Survey) $250.00 per hour Survey Field Crew (3 man) $140.00 per hour Survey Field Crew (2 man) $120.00 per hour GPS Field Crew (1 man) $100.00 per hour Surveyor (RPLS) $100.00 per hour Surveyor in Training (SIT) $ 80.00 per hour Survey Technician $ 70.00 per hour CAD Technician $ 90.00 per hour Technical Support $ 75.00 per hour Administrative $ 50.00 per hour Reimbursable Expenses: Reimbursable items may include delivery charges, postage, CAD Plots, commercial printing/reproduction charges, preparation of presentation boards. The cost for the reimbursable items represents an ‘out-of-pocket’ expense to the consultant and shall be billed at the consultant’s direct incurred cost. Another reimbursable cost is the fee for submittal of the plans and specifications to a third party Registered Accessibility Specialist (RAS) for the required Texas Department of Licensing and Regulation’s (TDLR) Architectural Barriers plan review and post-construction inspection. There is also a TDLR project registration fee. Any cost associated with certification of ADA compliance, if applicable, will be considered a reimbursable expense. The following list delineates anticipated costs for reimbursable expenses, as defined within this proposal. Reimbursable Expenses – Budgetary $ 2,500.00 TAS Registration, Plan Review & Post Construction Inspection $ 1,750.00 Total: $ 4,250.00 Consultant Invoices will be submitted monthly as the professional services are completed. Invoices will be based on percentage of work completed per identifiable unit of work. The City agrees to make prompt payments for all approved invoices. 44 5 INDEMNIFICATION The Consultant shall indemnify and does hereby hold harmless, the City, its agents and employees from and against all claims, damages, losses and expenses, including attorney’s fees, arising out of or resulting from the negligent performance of the services on this project performed by the Consultant, its employees, sub-contractors, agents and representatives and others from whom the Consultant is legally liable. TERMINATION This Agreement may be terminated without cause at any time prior to completion of the Consultant’s services, by the City or by the Consultant with cause, upon seven days written notice to the City at the address of record. Termination shall release each party from all obligations of this Agreement. Upon notice of termination, the Consultant shall prepare and submit to City a final invoice within thirty (30) days. AUTHORIZATION DSS is prepared to initiate work on this project upon receipt of a signed copy of this agreement or upon execution of a professional services agreement with the City of The Colony. We look forward to working with The Colony’s Park and Recreation Department on Kid’s Colony Splash Park – Phase II. Sincerely, Dunkin Sims Stoffels, Inc. ACCEPTED AND APPROVED BY: ____________________________ Bob Stoffels, RLA (Signature) ____________________________ (Typed Name) ____________________________ (Title) AUTHORIZED TO EXECUTE AGREEMENTS FOR: ____________________________ 45 6 ATTACHMENT ‘A’ PROFESSIONAL FEE SCHEDULE Kid’s Colony Splash Park – Phase II The Colony, Texas PROFESSIONAL DESIGN SERVICES Schematic Design $ 2,950.00 Design Development $ 5,900.00 Construction Documents $ 29,500.00 BuyBoard Proposals $ 5,900.00 Construction Observation $ 14,750.00 Professional Design Services Total: $ 59,000.00 Reimbursable Expenses: $ 2,500.00 TAS Registration, Plan Review & Post Construction Inspection: $ 1,750.00 TOTAL: $ 63,250.00 46 Sept. 29, 2021Oct. 27, 2021Nov. 24, 2021Dec. 22, 2021Jan. 19, 2022Feb. 16, 2022March 16, 2022March 13, 20221st Week2nd Week3rd Week4th Week5th Week6th Week7th Week8th Week9th Week10th Week11th Week12th Week13th Week14th Week15th Week16th Week17th Week18th Week19th Week20th Week21st Week22nd Week23rd Week24th Week25th Week26th Week27th Week28th Week29th WeekSchematic Design Design Development Construction Documents Construction Document Review BuyBoard Proposal Building Permit Process Construction Meeting with City Staff Construction Contract Approval Project Timeline KIDS' COLONY PHASE III The Colony, Texas September 16, 2021 Construction * *   Three to Five Months * * 47 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2021 - _______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT FOR PROFESSIONAL SERVICES TO DUNKIN SIMS STOFFELS, INC., FOR THE KIDS COLONY SPLASH PARK PHASE 2; PROVIDING AN EFFECTIVE DATE NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1.That the City Council of the City of The Colony, Texas, has duly reviewed and considered the agreement for the Kids Colony Splash Park Phase 2 by and between the City of The Colony and Dunkin Sims Stoffels, Inc., with funding from the Community Development Corporation. Section 2. That this agreement is found to be acceptable and in the best interest of the City and its citizens, and the City Manager is hereby authorized to execute the agreement on behalf of the City of The Colony, Texas, with the terms and conditions as stated therein. Section 3. That with this agreement the City of The Colony is agreeing to pay the sum not to exceed the estimated amount of $63,250.00 for such work. Section 4.That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 7TH DAY OF DECEMBER 2021. __________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________ Tina Stewart, TRMC, CMC City Secretary APPROVED AS TO FORM: __________________________________ Jeff Moore, City Attorney 48 Agenda Item No:4.3 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Jackie Kopsa Submitting Department: Parks & Recreation Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order in the amount of $96,508.39 to TORO for the purchase of two grass mowers and an infield groomer for Parks and Recreation. (Kopsa) Suggested Action: The total cost of the three pieces of equipment is $96,353 were approved in the 21-22 CIP. Attachments: Package quote 11-22-2021.pdf Res. 2021-xxx TORO Purchase Order.docx 49 top Ship To Date:11/22/2018 Bill To Tax Rate Contact Destination 4.50% Trade-In x Finance Phone Account Type Contract y Email QMS: ID Q88432 Qty Model #Description Unit Extended toro eq. 1 30495 Groundsmaster 7200 No Deck 1 30052 400 Hour MVP Filter Kit 1 30481 72 Inch Side Discharge Deck machine Groundsmaster 7200 No Deck 24,294.17$ 1 30695 Groundsmaster 7210 No Deck (T4) 1 31101 100 Inch Rear Discharge Deck 1 31104 Deck Attachment Kit For 100 Inch Deck 1 30382 12V Power Port/Electrical Accessory Kit 1 30261 400 Hour MVP Filter Kit machine Groundsmaster 7210 No Deck (T4)43,280.03$ 1 08743 Sand Pro 3040 1 08751 Tooth Rake 1 08752 Spring Rake 1 TM GL650 7200-C Groomer with Heavy Duty and Springtine Scarifier 1 Freight Freight Small Groomers machine Sand Pro 3040 24,778.33$ endmachine add Subtotal SubTotal 92,352.53$ Destination Destination 4,155.86$ Tax Tax (Estimated)-$ Total fin TOTAL 96,508.39$ Comments: bottom Professional Turf Products, L.P. 1010 North Industrial Blvd. Euless, Texas 76039 Will Dutton (972) 746-7637 duttonw@proturf.com City Of The Colony - Fleet Services BUYBOARD (CONTRACT # 611-20) - Credit Cards Not Accepted Jackie Kopsa Address 6800 Main St., The Colony, TX 76262-5420 Comments: Proposal For all New Equipment, Demo units may be available for up to 20% savings. Confidential Property of Professional Turf Products Page 1 of 2 50 2. Due to the volatility of inflation, rising transportation costs, and supply shortages, some orders may incur additional cost increases that are For all New Equipment, Refurbished units may be available for up to 40% savings. Due to unexpected issues with much of our supply chain, we are experiencing longer lead times than we have seen in the past. We are doing Terms & Conditions: 1. Prices & Finance Rates are subject to change at any time. 2. All returns must be able to be sold as new. 3. Order cancellations are subject to fees up to 10% of the original order value. 4. New equipment delivery time will be estimated once credit is approved & documents are executed. Delivery time contingent on Manufacturer 5. Payments by Credit Card are subject to convenience fee. 6. Used and Demo equipment is in high demand and availability is subject to change. A. Upon firm customer commitment to purchase & credit is approved, said equipment availability will be determined. B. In the event equipment is unavailable at time of order, PTP will employ every resource to secure an acceptable substitute. C. PTP strongly advises the customer to issue a firm PO as quickly as possible after acceptance of quotation. 7. "Trade In Allowances" will be treated as a credit for future parts purchases on PTP account unless other arrangements have been made. Returns Policy: 1. All returns are subject to restocking, refurbishing, usage, and shipping fees. 3. There will be a service charge equal to 1.5% per month (18% per annum) on all past due invoices. 3. Items missing parts are non returnable. 4. Professional Turf Products will have sole discretion as to the resalable condition of the product. 5. This policy does not apply to items that are defective, or shipped incorrectly by PTP or one of its vendors. Payment: 1. Terms are net 10 unless prior arrangements have been made. 2. Quoted prices are subject to credit approval. A. PTP will work with third party financial institutions to secure leases when requested to do so. B. When using third party financiers, documentation fees & advance payments may be required. C. For convenience, monthly payments are estimated based on third party rate factors in effect at time of the quotation. D. PTP assumes no liability in the event credit becomes unavailable or rates change during the approval process. 4. By Law we are required to file a "Notice to Owner" of our intent to file lien in the event of payment default. This notice must be sent within 60 days of the date the original invoice and will happen automatically regardless of any special payment arrangements that may have been made. Authorized Signature: _________________________________________________________________________Date: ___________________________________________ Confidential Property of Professional Turf Products Page 2 of 2 51 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2021 - ________ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AUTHORIZING THE CITY MANAGER TO APPROVE A PURCHASE ORDER FOR TWO TORO GRASS MOWERS AND AN INFIELD GROMER, ALL WITH ATTACHMENTS; PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to approve the purchase of two Toro grass mowers and an infield groomer. Section 2. That the City Manager or his designee is authorized to approve the purchase order in the amount of $96,508.39. Section 3. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 7TH DAY OF DECEMBER 2021. ______________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ___________________________________ Jeff Moore, City Attorney 52 Agenda Item No:4.4 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Ron Hartline Submitting Department: Engineering Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order in the amount of $ 123,126.60 to Rush Truck Center for the purchase of an F-550 Bucket Truck. (Hartline) Suggested Action: This Item is for the purchase of an F-550 Bucket Truck to be used for traffic signal service and repair activities. Our traffic repair team will utilize this truck to repair and maintain 36 signalized intersections and 34 School Zone flashers throughout the city. Funding for this truck was included in the 20201/2022 CIP budget (895-669-6630 - Project No. 2202). A copy of the proposal from Rush Truck Center using Buy Board pricing is attached for review. Attachments: Bucket Truck Quote.pdf Res. 2021-xxx Rush Truck Center Purchase Order.docx 53 54 55 56 57 58 59 60 61 62 63 64 65 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2021 - ________ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS AUTHORIZING THE CITY MANAGER TO APPROVE A PURCHASE ORDER FOR THE PURCHASE OF AN F-550 BUCKET TRUCK; PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to approve the purchase of an F-550 Bucket Truck from Rush Truck Center to be used for traffic signal service and repair activities. Section 2. That the City Manager or his designee is authorized to approve the purchase order in the amount of $123,126.60. Section 3. That this resolution shall take effect immediately from and after its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 7TH DAY OF DECEMBER 2021. ______________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: ___________________________________ Jeff Moore, City Attorney 66 Agenda Item No:4.5 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Ron Hartline Submitting Department: Engineering Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute an amendment to Impact Fee Waiver Agreement and Amended and Restated Development Agreement with TMGN 121, LLC and LUNACROSSING, LTD to modify contract language and combine waived fees for two previous agreements that were signed with the city. (Hartline) Suggested Action: History of Agreements: On or about January 10, 2014, the City and Colony 5 Partners, LLC, a Delaware limited liability company (hereinafter referred to as “Colony 5 Partners”), and RTG Colony Partners, LLC, a Delaware limited liability company (hereinafter referred to as “RTG Colony Partners”) entered into an Impact Fee Waiver Agreement (hereinafter referred to as the “Impact Fee Waiver Agreement”) to facilitate construction of certain public improvements within the City of The Colony, Texas, whereby Colony 5 Partners and RTG Colony Partners agreed to provide certain right-of-way and mutual access easement for the widening of South Colony Boulevard, Memorial Drive, and State Highway 121, in exchange for the waiver of roadway impact fees in favor of the Colony 5 Partners and RTG Colony Partners in an amount not to exceed One Million Two Hundred Forty-Eight Thousand Dollars ($1,248,000.00) as applied to Property A, a depiction of the Property A is attached for review. On or about January 10, 2020, Colony 5 Partners and RTG Colony Partners assigned the Impact Fee Waiver Agreement to Colony 6 Partners, LLC, a Delaware limited liability company (hereinafter referred to as “Colony 6 Partners”); and On or about March 5, 2020, Colony 6 Partners assigned all rights, titles, and interest in the Impact Fee Waiver Agreement to LUNA. ; and On or about February 25, 2014, the City, Triangle Property 01, Ltd., a Texas limited liability partnership, and Triangle Property 04, Ltd., a Texas limited liability partnership (collectively referred to as “Triangle Properties”), entered into an original Development Agreement, whereby Triangle Properties agreed to provide certain rights-of-way to the City for the South Colony Overpass project and Memorial Drive widening project, in exchange for the City waiving certain costs recovery fees in the amount not to exceed Seven Hundred Eighty Thousand Eight Hundred Seventy and No/100 Dollars ($780,870.00) as applied to Property B, a depiction of the Property B is attached for review. On or about January 21, 2015, the City and the Triangle Properties entered into an Amended and Restated Development Agreement (the original Development Agreement and the Amended and Restated Development Agreement for Property B; and 67 On or about November 4, 2015, the City approved an Assignment of Rights Under Development Agreement, whereby Triangle Properties assigned its rights under the Amended and Restated Development Agreement to TMGN 121. Current Request: LUNA and TMGN have now requested from the City that the various fee waivers and remaining fees applicable to Property A may be applied to both Property A and Property B, and the various fee waivers and remaining fees applicable to Property B may be applied to both Property A and Property B. A copy of the revised Amendment to Impact Fee Waiver Agreement and Amended and Reinstated Development Agreement is attached for review and approval. Based on previous direction from City Council, staff has worked with our legal staff, LUNA and TMGN 121 to develop the attached agreement and recommend approval. Attachments: Property A.pdf Property B.pdf Amendment to Impact Fee Waiver Agreement.pdf Res. 2021-xxx Lunacrossing and TMGN Waiver of Fees Agreement.docx 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2021 - ________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE THE AMENDMENT TO IMPACT FEE WAIVER AGREEMENT AND AMENDED AND RESTATED DEVELOPMENT AGREEMENT WITH TMGN 121, LLC, AND LUNACROSSING, LTD, BY WAIVING CERTAIN FEES; AND PROVIDING AN IMMEDIATE EFFECTIVE DATE NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. Section 2.The City Council of the City of The Colony, Texas, has duly reviewed and considered the Amendment to Impact Fee Waiver Agreement and Amended and Restated Development Agreement by and between the City of The Colony, Texas; TMGN 121, LLC, a Texas limited liability company; and LUNACROSSING, LTD., a Texas limited partnership, concerning the waiver of certain costs consistent with the Agreement. Section 3.The City Council of the City of The Colony, Texas, does hereby approve and authorizes the City Manager to execute the Amendment to Impact Fee Waiver Agreement and Amended and Restated Development Agreement by and between the City of The Colony, Texas; TMGN 121, LLC, a Texas limited liability company; and LUNACROSSING, LTD., a Texas limited partnership, attached hereto as Exhibit A, and is incorporated herein for all purposes. Section 4.This Resolution shall take effect immediately from and after its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS 7TH DAY OF DECEMBER 2021. _____________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: _____ Tina Stewart, TRMC, City Secretary 95 APPROVED AS TO FORM: Jeffrey L. Moore, City Attorney 96 Exhibit A Amendment to Impact Fee Waiver Agreement and Amended and Restated Development Agreement 97 Agenda Item No:4.6 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Robert Kotasek Submitting Department: Engineering Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute an Engineering Services Contract in the amount of $ 48,180.00 with Halff Associates, Inc. to prepare construction plans and specifications for the North Colony Boulevard Pedestrian Hybrid Beacon Project. (Hartline) Suggested Action: Background: The City’s CDC Board held a Public Hearing and approved the funding for the North Colony Boulevard Pedestrian Hybrid Beacon contract at their October 14, 2021 meeting. (See attached minutes for the October 14, 2021 meeting). The project will involve the design of a complete solar-powered Pedestrian Hybrid Beacon west of the intersection of North Colony Boulevard and Power Street. This signal will allow pedestrians using the City Park Trail Loop to safely cross Paige Road at a signalized pedestrian crossing and will be similar to the design of the Pedestrian Hybrid Beacon recently completed on Paige Road. The design contract includes surveying, subsurface utility engineering (SUE), preparing construction plans and specifications, bidding assistance and construction management services. The total cost of the contract with Halff Associates, Inc. is $ 48,180.00. Recommendation: Staff recommends approval of the design contract with Halff Associates, Inc. for the North Colony Boulevard Pedestrian Hybrid Beacon Project in the amount of $ 48,180.00. With approval, the project design is anticipated to be completed by the end of March 2022. Attachments: Scope of Work for Halff's Engineering Services Contract Location Map CDC Board Meetings for October 14. 2021 Meeting Res. 2021-xxx Engineering Servics Contract - Halff Associates, Inc.doc 98 99 100 101 102 103 104 105 SlayRiceAdams FoxNorth Colony Gibso n PaigePearce Phel p s Powe r s Sagers T a y l o r Baker Ramsey King Perrin Tyler Twitty SquiresUsherScott PettitFosterRutledge PruittGates Morning StarW o o d l a n d sPaige Location MapNorth Colony Boulevard Pedestrian Hybrid Beaconµ Pedestrian Hybrid Beacon Crossing 106 107 108 109 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2021 – __________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING AN ENGINEERING SERVICES CONTRACT BY AND BETWEEN THE CITY OF THE COLONY AND HALFF ASSOCIATES, INC. FOR THE NORTH COLONY BOULEVARD PEDESTRIAN HYBRID BEACON CONSTRUCTION PROJECT; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City and Consultant have entered into an Engineering Services Contract for the design and construction of a complete solar-powered pedestrian hybrid beacon west of the intersection of North Colony Boulevard and Power Street; and WHEREAS, the City has determined that it is in the best interest of the City to enter into the Contract with Halff Associates, Inc. which is attached hereto and incorporated herein by reference as Exhibit “A”under the terms and conditions provided therein; and WHEREAS, with this Contract the City of The Colony is agreeing to the services no to exceed the amount of $48,180.00 for such work. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.The Engineering Services Contract, which is attached hereto and incorporated herein as Exhibit "A", having been reviewed by the City Council of the City of The Colony, Texas, and found to be acceptable and in the best interest of the City and its citizens, be, and the same is hereby, in all things approved. Section 2. The City Manager is hereby authorized to execute the Contract on behalf of the City of The Colony, Texas. Section 3.This Resolution shall take effect immediately from and after its adoption and it is so resolved. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 7TH DAY OF DECEMBER 2021. _____________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: _______ Tina Stewart, TRMC, CMC, City Secretary 110 APPROVED AS TO FORM: Jeff Moore, City Attorney 111 Agenda Item No:5.1 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to execute any and all necessary documentation reflecting to participate in the proposed Opioid Settlements brought by the State of Texas and other Jurisdictions against various pharmaceutical companies for their roles in the National Opioid Crisis. (Council) Suggested Action: Attachments: Settlement Allocation Term Sheet - Opioid matter.pdf Subdivision Settlement Participation Form - Opioid matter.pdf Res. 2021-xxx Opioid Global Settlement.docx 112 1 TEXAS OPIOID ABATEMENT FUND COUNCIL AND SETTLEMENT ALLOCATION TERM SHEET WHEREAS, the people of the State of Texas and its communities have been harmed through the National and Statewide epidemic caused by licit and illicit opioid use and distribution within the State of Texas; and now, WHEREAS, the State of Texas, though its elected representatives and counsel, including the Honorable Ken Paxton, Attorney General of the State of Texas, and certain Political Subdivisions, through their elected representatives and counsel, are separately engaged in litigation seeking to hold those enti ties in the supply chain accountable for the damage caused; and now, WHEREAS, the State of Texas, through its Attorney General and its Political Subdivisions, share a common desire to abate and alleviate the impacts of the epidemic throughout the State of Texas; and now, THEREFORE, the State of Texas and its Political Subdivisions, subject to completing formal documents effectuating the Parties’ agreements, enter into this State of Texas and Texas Political Subdivisions’ Opioid Abatement Fund Council and Settlement Allocation Term Sheet (Texas Term Sheet) relating to the allocation and use of the proceeds of any Settlements as described. A. Definitions As used in this Texas Term Sheet: 113 2 1. “The State” shall mean the State of Texas acting through its Attorney General. 2. “Political Subdivision(s)” shall mean any Texas municipality and county. 3. “The Parties” shall mean the State of Texas, the Political Subdivisions, and the Plaintiffs’ Steering Committee and Liaison Counsel (PSC) in the Texas Opioid MDL, In Re: Texas Opioid Litigation, MDL No. 2018 -63587, in the 152d District Court of Harris County, Texas. 4. “Litigating Political Subdivision” means a Political Subdivision that filed suit in the state courts of the State of Texas prior to the Execution Date of this Agreement, whether or not such case was transferred to Texas Opioid MDL, or removed to federal court. 5. “National Fund” shall mean any nati onal fund established for the benefit of the Texas Political Subdivisions. In no event shall any National Fund be used to create federal jurisdiction, equitable or otherwise, over the Texas Political Subdivisions or those similarly situated state -court litigants who are included in the state coalition, nor shall the National Fund require participating in a class action or signing a participation agreement as part of the criteria for participating in the National Fund. 6. “Negotiating Committee” shall mean a three-member group comprising four representatives for each of (1) the State; (2) the PSC; and (3) Texas’ 114 3 Political Subdivisions (collectively, “Members”). The State shall be represented by the Texas Attorney General or his designees. The PSC shall be represented by attorneys Mikal Watts, Jeffrey Simon, Dara Hegar, Dan Downey, or their designees. Texas’ Political Subdivisions shall be represented by Clay Jenkins (Dallas County Judge), Terrence O’Rourke (Special Assistant County Attorney, Harris County), Nelson Wolff (Bexar County Judge), and Nathaniel Moran (Smith County Judge) or their designees. 7. “Settlement” shall mean the negotiated resolution of legal or equitable claims against a Pharmaceutical Supply Chain Participant that includes the State and Political Subdivisions. 8. “Opioid Funds” shall mean monetary amounts obtained through a Settlement as defined in this Texas Term Sheet. 8. “Approved Purpose(s)” shall mean those uses identified in Exhibit A hereto. 9. “Pharmaceutical Supply Chain” shall mean the process and channels through which opioids or opioids products are manufactured, marketed, promoted, distributed, or dispensed. 115 4 10. “Pharmaceutical Supply Chain Participant” shall m ean any entity that engages in or has engaged in the manufacture, marketing, promotion, distribution, or dispensing of an opioid analgesic. 11. “Texas Opioid Council” shall mean the Council described in Exhibit A hereto, which has the purpose of ensuring the funds recovered by Texas (through the joint actions of the Attorney General and the Texas Political Subdivisions) are allocated fairly and spent to remediate the opioid crisis in Texas, using efficient and cost -effective methods that are directed to the hardest hit regions in Texas while also ensuring that all Texans benefit from prevention and recovery efforts. B. Allocation of Settlement Proceeds 1. All Opioid Funds distributed in Texas shall be divided with 15% going to Political Subdivisions (“Subdivision Share”), 70% to the Texas Opioid Abatement Fund through the Texas Opioid Council (Texas Abatement Fund Share) identified and described on Exhibits A and C hereto, and 15% to the Office of the Texas Attorney General as Counsel for the State of Texas (“State Share”). Out of the Texas Opioid Abatement Fund, reasonable expenses up to 1% shall be paid to the Texas Comptroller for the administration of the Texas Opioid Council pursuant to the Opioid 116 5 Abatement Fund (Texas Settlement) Opi oid Council Agreement, Exhibit A hereto. 2. The Subdivisions Share shall be allocated in accordance with the division of proceeds on Exhibit B hereto. 3. The Texas Abatement Fund Share shall be allocated to the Opioid Council to be apportioned in accordance with the guidelines of Exhibit A, and Exhibit C hereto. 4. In the event a Subdivision merges, dissolves, or ceases to exist, the allocation percentage for that Subdivision shall be redistributed as directed by the settlement document, and if not specified, equitably based on the composition of the successor Subdivision. If a Subdivision for any reason is excluded from a specific settlement, the allocation percentage for that Subdivision shall be redistributed as directed by the settlement document, and if not specified, equitably among the participating Subdivisions. 5. Funds obtained from parties unrelated to the Litigation, via grant, bequest, gift or the like, separate and distinct from the Litigation, may be directed to the Texas Opioid Council and disbursed as set forth below. 6. The Subdivision share shall be initially deposited and paid in cash directly to the Subdivision under the authority and guidance of the Texas MDL Court, who shall direct any Settlement funds to be held in trust in a 117 6 segregated account to benefit the Subdivisions and to be promptly distributed as set forth herein and in accordance with Exhibit B. 7. Nothing in this Texas Term Sheet should alter or change any Subdivision’s rights to pursue its own claim. Rather, the intent of this Texas Term Sheet is to join all parties to disburse settlement proceeds from one or more defendants to all parties participating in that settlement within Texas. 8. Opioid Funds from the Texas Abatement Fund Share shall be directed to the Texas Opioid Council and used in accordance with the guidelines as set out on Exhibit A hereto, and the Texas Abatement Fund Share shall be distributed to the Texas Opioid Council under the authority and guidance of the Texas MDL Court, consistent with Exhibits A and C, and the by- laws of the Texas Opioid Council documents and disbursed as set forth therein, including without limitation all abatement funds and the 1% holdback for expenses. 9. The State of Texas and the Political Subdivisions understand and acknowledge that additional steps may need to be undertaken to assist the Texas Opioid Council in its mission, at a predictable level of funding, regardless of external factors. C. Payment of Counsel and Litigation Expenses 118 7 1. Any Master Settlement Agreement settlement will govern the payment of fees and litigation expenses to the Parties. The Parties agree to direct control of any Texas Political Subdivision fees and expenses to the “Texas Opioid Fee and Expense Fund,” which shall be allocated and distributed by the Texas MDL Court, In re: Texas Opioid Litigation, MDL No. 2018 - 63587, in the 152nd District Court of Harris County, Texas, and with the intent to compensate all counsel for Texas Political Subdivisions who have not chosen to otherwise seek compensation for fees and expenses from any federal MDL common benefit fund. 2. The Parties agree that no portion of the State of Texas 15% allocation share from any settlement shall be administered through the National Fund, the Texas MDL Court, or Texas Opioi d Fee and Expense Fund, but shall be directed for payment to the State of Texas by the State of Texas. 3. The State of Texas and the Texas Political Subdivisions, and their respective attorneys, agree that all fees – whether contingent, hourly, fixed or otherwise – owed by the Texas Political Subdivisions shall be paid out of the National Fund or as otherwise provided for herein to the Texas Opioid Fee and Expense Fund to be distributed by the 152nd 119 8 District Court of Harris County, Texas pursuant to its past and future orders. 4. From any opioid-related settlements with McKesson, Cardinal Health, ABDC, and Johnson & Johnson, and for any future opioid-related settlements negotiated, in whole or in part, by the Negotiating Committee with any other Pharmaceutical Supply Chain Participant, the funds to be deposited in the Texas Opioid Fee and Expense Fund shall be 9.3925% of the combined Texas Political Subdivision and Texas Abatement Fund portions of each payment (annual or otherwise) to the State of Texas for that settlement, plus expenses from the National Fund, and shall be sought by Texas Political Subdivision Counsel initially through the National Fund. The Texas Political Subdivisions’ percentage share of fees and expenses from the National Fund shall be directed to the Texas Opioid Fee and Expense Fund in the Texas MDL, as soon as is practical, for allocation and distribution in accordance with the guidelines herein. 5. If the National Fund share to the Texas Political Subdivisions is insufficient to cover the guaranteed 9.3925%, plus expenses from the National Fund, per subsection 4, immediately supra, or if payment from the National Fund is not received within 12 months after the date the 120 9 first payment is made by the Defendants pursuant to the settlement , then the Texas Political Subdivisions shall recover up to 12.5% of the Texas Political Subdivision Share to make up any difference. 6. If the National Fund and the Texas Politica l Subdivision share are insufficient to cover the guaranteed 9.3925%, plus expenses from the National Fund, or if payment from the National Fund is not received within 12 months after the date the first payment is made by the Defendants pursuant to the settlement, then the Texas Political Subdivisions shall recover up to 8.75% of the Abatement Fund Share to make up any difference. In no event shall the Texas Political Subdivision share exceed 9.3925% of the combined Texas Political Subdivision and Texas Abatement Fund portions of any settlement , plus expenses from the National Fund. In the event that any payment is received from the National Fund such that the total amount in fees and expenses exceeds 9.3925%, the Texas Political Subdivisions shall return any amounts received greater than 9.3925% of the combined Texas Political Subdivision and Texas Abatement Fund portions to those respective Funds. 121 10 7. For each settlement utilizing a National Fund, the Texas Political Subdivisions need only make one attempt at seeking fees and expenses there. 8. The total amount of the Texas Opioid Fee and Expense Fund shall be reduced proportionally, according to the agreed upon allocation of the Texas Subdivision Fund, for any Texas litigating Political Subdivision that (1) fails to enter the settlement; and (2) was filed in Texas state court, and was transferred to the Texas MDL (or removed before or during transfer to the Texas MDL) as of the execution date of this Agreement. D. The Texas Opioid Council and Texas Abatement Fund The Texas Opioid Council and Texas Abatement Fund is described in detail at Exhibit A, incorporated herein by reference. E. Settlement Negotiations 1. The State and Negotiating Committee agree to inform each other in advance of any negotiations relating to a Texas -only settlement with a Pharmaceutical Supply Chain Participant that includes both the State and its Political Subdivisions and shall provide each other the opportunity to participate in all such negotiations. Any Texas-only Settlement agreed to with the State and Negotiating Committee shall be subject to the approval 122 11 of a majority of litigating Political Subdivisions. The Parties further agree to keep each other reasonably informed of all other global settlement negotiations with Pharmaceutical Supply Chain Participants and to include the Negotiating Committee or designees. Neither this provision, nor any other, shall be construed to state or imply that either the State or the Negotiating Committee is unauthorized to engage in settlement negotiations with Pharmaceutical Supply Chain Participants without prior consent or contemporaneous participation of the other , or that either party is entitled to participate as an active or direct participant in settlement negotiations with the other. Rather, while the State’s and Negotiation Committee’s efforts to achieve worthwhile settlements are to be collaborative, incremental stages need not be so. 2. Any Master Settlement Agreement (MSA) shall be subject to the approval and jurisdiction of the Texas MDL Court. 3. As this is a Texas-specific effort, the Committee shall be Chaired by the Attorney General. However, the Attorney General, or his designees, shall endeavor to coordinate any publicity or other efforts to speak publicly with the other Committee Members. 4. The State of Texas, the Texas MDL Plaintiff’s Steering Committee representatives, or the Political Subdivision representatives may withdraw 123 12 from coordinated Settlement discussions detailed in this Section upon 10 business days’ written notice to the remaining Committee Members and counsel for any affected Pharmaceutical Supply Chain Participant. The withdrawal of any Member releases the remaining Committee Members from the restrictions and obligations in this Section. 5. The obligations in this Section shall not affect any Party’s right to proceed with trial or, within 30 days of the date upon which a trial involving that Party’s claims against a specific Pharmaceutical Supply Chain Participant is scheduled to begin, reach a case specific resolution with that particular Pharmaceutical Supply Chain Participant. F. Amendments The Parties agree to make such amendments as necessary to implement the intent of this agreement. Acknowledgment of Agreement We, the undersigned, have participated in the drafting of the above Texas Term Sheet, including consideration based on comments solicited from Political Subdivisions. This document has been collaboratively drafted to maintain all individual claims while allowing the State and its Political Subdivisions to cooperate in exploring all possible means of resolution. Nothing in this agreement binds any party to any specific outcome. Any resolution under this document will require 124 13 acceptance by the State of Texas and a majority of the Litigating Political Subdivisions. We, the undersigned, hereby accept the STATE OF TEXAS AND TEXAS POLITICAL SUBDIVISIONS’ OPIOID ABATEMENT FUND COUNCIL AND SETTLEMENT ALLOCATION TERM SHEET. We understand that the purpose of this Texas Term Sheet is to permit collaboration between the State of Texas and Political Subdivisions to explore and potentially effectuate earlier resolution of the Opioid Litigation against Pharmaceutical Supply Chain Participants. We also understand that an additional purpose is to create an effective means of distributing any potential settlement funds obtained under this Texas Term Sheet between the State of Texas and Political Subdivisions in a manner and means that would promote an effective and meaningful use of the funds in abating the opioid epidemic throughout Texas. 125 13 126 ꢀ ꢀ EXHIBITꢀAꢀ 127 1 Opioid Abatement Fund (Texas) Settlement Opioid Council As part of the settlement agreement and upon its execution, the parties will form the Texas Opioid Council (Council) to establish the framework that ensures the funds recovered by Texas (through the joint actions of the Attorney General and the state’s political subdivisions) are allocated fairly and spent to remediate the opioid cris is in Texas, using efficient and cost -effective methods that are directed to the hardest hit regions in Texas while also ensuring that all Texans benefit from prevention and recovery efforts. I. Structure The Council will be responsible for the processes and procedures governing the spending of the funds held in the Texas Abatement Fund, which will be approximately 70% of all funds obtained through settlement and/or litigation of the claims asserted by the State and its subdivisions in the investigations and litigation related to the manufacturing, marketing, distribution, and sale of opioids and related pharmaceuticals. Money paid into the abatement fund will be held by an independent administrator, who shall be responsible for the ministerial task of releasing funds solely as authorized below by the Council, and accounting for all payments to and from the fund. The Council will be formed when a court of competent jurisdiction enters an order settling the matter, including any order of a bankruptcy court. The Council’s members must be appointed within sixty (60) days of the date the order is entered. A. Membership The Council shall be comprised of the following thirteen (13) members: 1. Statewide Members. Six members appointed by the Governor and Attorney General to represent the State’s interest in opioid abatement. The statewide members are appointed as follows: a. The Governor shall appoint three (3) members who are licensed health professionals with significant experience in opioid interventions; b. The Attorney General shall appoint three (3) members who are licensed professionals with significant experience in opioid incidences; and c. The Governor will appoint the Chair of the Council as a non-voting member. The Chair may only cast a vote in the event there is a tie of the membership. 2. Regional Members. Six (6) members appointed by the State’s political subdivisions to represent their designated Texas Health and Human Services Commission “HHSC” Regional Healthcare 128 2 Partnership (Regions) to ensure dedicated regional, urban, and rural representation on the Council. The regional appointees must be from either academia or the medical profession with significant experience in opioid interventions. The regional members are appointed as follows: a. One member representing Regions 9 and 10 (Dallas Ft-Worth); b. One member representing Region 3 (Houston); c. One member representing Regions 11, 12, 13, 14, 15, 19 (West Texas); d. One member representing Regions 6, 7, 8, 16 (Austin-San Antonio); e. One member representing Regions 1, 2, 17, 18 (East Texas); and f. One member representing Regions 4, 5, 20 (South Texas). B. Terms All members of the Council are appointed to serve staggered two-year terms, with the terms of members expiring February 1 of each year. A member may serve no more than two consecutive terms, for a total of four consecutive years. For the first term, four (4) members (two (2) statewide and two (2) for the subdivisions) will serve a three-year term. A vacancy on the Council shall be filled for the unexpired term in the same manner as the original appointment. The Governor will appoint the Chair of the Council who will not vote on Council business unless there is a tie vote, and the subdivisions will appoint a Vice-Chair voting member from one of the regional members. C. Governance 1. Administration The Council is attached administratively to the Comptroller. The Council is an independent, quasi-governmental agency because it is responsible for the statewide distribution of the abatement settlement funds. The Council is exempt from the following statutes: a. Chapter 316 of the Government Code (Appropriations); b. Chapter 322 of the Government Code (Legislative Budget Board); c. Chapter 325 of the Government Code (Sunset); d. Chapter 783 of the Government Code (Uniform Grants and Contract Management); e. Chapter 2001 of the Government Code (Administrative Procedure); f. Chapter 2052 of the Government Code (State Agency Reports and Publications); g. Chapter 2261 of the Government Code (State Contracting Standards and Oversight); h. Chapter 2262 of the Government Code (Statewide Contract Management); 129 3 i. Chapter 262 of the Local Government Code (Purchasing and Contracting Authority of Counties); and j. Chapter 271 of the Local Government Code (Purchasing and Contracting Authority of Municipalities, Counties, and Certain Other Local Governments). 2. Transparency The Council will abide by state laws relating to open meetings and public information, including Chapters 551 and 552 of the Texas Government Code. i. The Council shall hold at least four regular meetings each year. The Council may hold additional meetings on the request of the Chair or on the written request of three members of the council. All meetings shall be open to the public, and public notice of meetings shall be given as required by state law. ii. The Council may convene in a closed, non-public meeting : a. If the Commission must discuss: 1. Negotiation of contract awards; and 2. Matters specifically exempted from disclosure by federal and state statutes. b. All minutes and documents of a closed meeting shall remain under seal, subject to release only order of a court of competent jurisdiction. 3. Authority The Council does not have rulemaking authority. The terms of each Judgment, Master Settlement Agreement, or any Bankruptcy Settlement for Texas control the authority of the Council and the Council may not stray outside the bounds of the authority and power vested by such settlements. Should the Council require legal assistance in determining their authority, the Council may direct the executive director to seek legal advice from the Attorney General to clarify the issue. D. Operation and Expenses The independent administrator will set aside up to one (1) percent of the settlement funds for the administration of the Council for reasonable costs and expenses of operating the foregoing duties, including educational activities. 1. Executive Director The Comptroller will employ the executive director of the Council and other personnel as necessary to administer the duties of the Council and carry out the functions of the Council. The executive director must have at least 10 years of experience in government or public administration and is classified as a Director V/B30 under the State Auditor’s State Classification. The Comptroller will pay the salaries of the Council employees from the 130 4 one (1) percent of the settlement funds set aside for the administration of the Council. The Comptroller will request funds from the Texas Abatement Fund Point of Contact. 2. Travel Reimbursement A person appointed to the Council is entitled to reimbursement for the travel expenses incurred in attending Council duties. A member of the Council may be reimbursed for actual expenses for meals, lodging, transportation, and incidental expenses in accor dance with travel rates set by the federal General Services Administration. II. Duties/Roles It is the duty of the Council to determine and approve the opioid abatement strategies and funding awards. A. Approved Abatement Strategies The Council will develop the approved Texas list of abatement strategies based on but not limited to the existing national list of opioid abatement strategies (see attached Appendix A) for implementing the Texas Abatement Fund. 1. The Council shall only approve strategies which are evidence-informed strategies. 2. The Texas list of abatement strategies must be approved by majority vote. The majo rity vote must include a majority from both sides of the statewide members and regional members in order to be approved, e.g., at least four (4) of six (6) members on each side. B. Texas Abatement Fund Point of Contact The Council will determine a single point of contact called the Abatement Fund Point of Contact (POC) to be established as the sole entity authorized to receive requests for funds and approve expenditures in Texas and order the release of funds from the Texas Abatement Fund by the independent administrator. The POC may be an independent third party selected by the Council with expertise in banking or financial management. The POC will manage the Opioid Council Bank Account (Account). Upon a vote, the Council will direct the POC to contact the independent administrator to release funds to the Account. The Account is outside the State Treasury and not managed by any state or local officials. The POC is responsible for payments to the qualified entities selected by the Council for abatement fund awards. The POC will submit a monthly financial statement on the Account to the Council. C. Auditor An independent auditor appointed by the Council will perform an audit on the Account on an annual basis and report its findings, if any, to the Council. D. Funding Allocation 131 5 The Council is the sole decision-maker on the funding allocation process of the abatement funds. The Council will develop the application and award process based on the parameters outlined below. An entity seeking funds from the Council must apply for funds; no funds will be awarded without an application. The executive director and personnel may assist the Council in gathering and compiling the applications for consideration; however, the Council members are the sole decision-makers of awards and funding determination. The Council will use the following processes to award funds: 1. Statewide Funds. The Council will consider, adopt and approve the allocation methodology attached as Exhibit C, based upon population he alth data and prevalence of opioid incidences, at the Council’s initial meeting. Adoption of such methodology will allow each Region to customize the approved abatement strategies to fit its communities’ needs. The statewide regional funds will account for seventy-five (75) percent of the total overall funds , less the one (1) percent administrative expense described herein. 2. Targeted Funds. Each Region shall reserve twenty-five (25) percent of the overall funds, for targeted interventions in the specific Region as identified by opioid incidence data. The Council must approve on an annual basis the uses for the targeted abatement strategies and applications available to every Region, including education and outreach programs. Each Region without approved uses for the targeted funds from the Council, based upon a greater percentage of opioid incidents compared to its population, is subject to transfer of all or a portion of the targeted funds for that Region for uses based upon all Regions’ targeted funding needs as approved by the Council on an annual basis. 3. Annual Allocation. Statewide regional funds and targeted funds will be allocated on an annual basis. If a Region lapses its funds, the funds will be reallocated based on all Regions’ funding needs. E. Appeal Process The Council will establish an appeal process to permit the applicants for funding (state or subdivisions) to challenge decisions by the Council-designated point of contact on requests for funds or expenditures. 1. To challenge a decision by the designated point of contact, the State or a subdivision must file an appeal with the Council within thirty (30) days of the decision. The Council then has thirty (30) days to consider and rule on the appeal. 2. If the Council denies the appeal, the party may file an appeal with the state district court of record where the final opioid judgment or Master Settlement Agreement is filed. The Texas Rules of Civil Procedure and Rules of Evidence will govern these proceedings. The Council may request representation from the Attorney General in these proceedings. 132 6 In making its determination, the state district court shall apply the same clear error standards contained herein that the Council must follow when rendering its decision. 3. The state district court will make the final decision and the decision is not appealable. 4. Challenges will be limited and subject to penalty if abused. 5. Attorneys’ fees and costs are not recoverable in these appeals. F. Education The Council may determine that a percentage of the funds in the Abatement Fund from the targeted funds be used to develop an education and outreach program to provide materials on the consequences of opioid drug use, prevention and interventions. Any material developed will include online resources and toolkits for communities. 133 ꢀ ꢀ EXHIBITꢀBꢀ 134 Exhibit B: Municipal Area Allocations: 15% of Total ($150 million) (County numbers refer to distribution to the county governments after payment to cities within county borders has been made. Minimum distribution to each county is $1000.) Municipal Area Allocation Municipal Area Allocation Abbott $688 Lakeport $463 Abernathy $110 Lakeside $4,474 Abilene $563,818 Lakeside City $222 Ackerly $21 Lakeview $427 Addison $58,094 Lakeway $31,657 Adrian $181 Lakewood Village $557 Agua Dulce $43 Lamar County $141,598 Alamo $22,121 Lamb County $50,681 Alamo Heights $28,198 Lamesa $29,656 Alba $3,196 Lampasas $28,211 Albany $180 Lampasas County $42,818 Aledo $331 Lancaster $90,653 Alice $71,291 Laredo $763,174 Allen $315,081 Latexo $124 Alma $1,107 Lavaca County $45,973 Alpine $29,686 Lavon $7,435 Alto $3,767 Lawn $58 Alton $11,540 League City $302,418 Alvarado $29,029 Leakey $256 Alvin $113,962 Leander $88,641 Alvord $358 Leary $797 Amarillo $987,661 Lee County $30,457 Ames $5,571 Lefors $159 Amherst $22 Leon County $67,393 Anahuac $542 Leon Valley $23,258 Anderson $19 Leona $883 Anderson County $268,763 Leonard $8,505 Andrews $18,983 Leroy $176 Andrews County $37,606 Levelland $46,848 Angelina County $229,956 Lewisville $382,094 Angleton $62,791 Lexington $2,318 Angus $331 Liberty $72,343 Anna $9,075 Liberty County $531,212 Annetta $5,956 Liberty Hill $2,780 Annetta North $34 Limestone County $135,684 (Table continues on multiple pages below) 135 Page 2 Annetta South $602 Lincoln Park $677 Annona $738 Lindale $24,202 Anson $5,134 Linden $3,661 Anthony $4,514 Lindsay $1,228 Anton $444 Lipan $44 Appleby $1,551 Lipscomb County $10,132 Aquilla $208 Little Elm $69,326 Aransas County $266,512 Little River-Academy $798 Aransas Pass $57,813 Littlefield $7,678 Archer City $10,554 Live Oak $32,740 Archer County $45,534 Live Oak County $39,716 Arcola $7,290 Liverpool $1,435 Argyle $11,406 Livingston $73,165 Arlington $735,803 Llano $23,121 Armstrong County $974 Llano County $115,647 Arp $2,009 Lockhart $49,050 Asherton $112 Lockney $3,301 Aspermont $9 Log Cabin $1,960 Atascosa County $176,903 Lometa $1,176 Athens $105,942 Lone Oak $1,705 Atlanta $30,995 Lone Star $8,283 Aubrey $15,141 Longview $482,254 Aurora $1,849 Loraine $188 Austin County $76,030 Lorena $3,390 Austin $4,877,716 Lorenzo $11,358 Austwell $109 Los Fresnos $11,185 Avery $138 Los Indios $159 Avinger $1,115 Los Ybanez $0 Azle $32,213 Lott $1,516 Bailey $950 Lovelady $249 Bailey County $15,377 Loving County $1,000 Bailey's Prairie $5,604 Lowry Crossing $783 Baird $2,802 Lubbock $319,867 Balch Springs $27,358 Lubbock County $1,379,719 Balcones Heights $23,811 Lucas $5,266 Ballinger $9,172 Lueders $508 Balmorhea $63 Lufkin $281,592 Bandera $2,893 Luling $29,421 Bandera County $86,815 Lumberton $36,609 Bangs $3,050 Lyford $3,071 136 Page 3 Bardwell $362 Lynn County $6,275 Barry $200 Lytle $7,223 Barstow $61 Mabank $19,443 Bartlett $3,374 Madison County $49,492 Bartonville $8,887 Madisonville $11,458 Bastrop $46,320 Magnolia $26,031 Bastrop County $343,960 Malakoff $12,614 Bay City $57,912 Malone $439 Baylor County $29,832 Manor $12,499 Bayou Vista $6,240 Mansfield $150,788 Bayside $242 Manvel $12,305 Baytown $216,066 Marble Falls $37,039 Bayview $41 Marfa $65 Beach City $12,505 Marietta $338 Bear Creek $906 Marion $275 Beasley $130 Marion County $54,728 Beaumont $683,010 Marlin $21,634 Beckville $1,247 Marquez $1,322 Bedford $94,314 Marshall $108,371 Bedias $3,475 Mart $928 Bee Cave $12,863 Martin County $10,862 Bee County $97,844 Martindale $2,437 Beeville $24,027 Mason $777 Bell County $650,748 Mason County $3,134 Bellaire $41,264 Matador $1,203 Bellevue $56 Matagorda County $135,239 Bellmead $14,487 Mathis $15,720 Bells $1,891 Maud $423 Bellville $7,488 Maverick County $115,919 Belton $72,680 Maypearl $986 Benavides $152 McAllen $364,424 Benbrook $43,919 McCamey $542 Benjamin $951 McGregor $9,155 Berryville $14,379 McKinney $450,383 Bertram $182 McLean $14 Beverly Hills $4,336 McLendon-Chisholm $411 Bevil Oaks $549 Mcculloch County $20,021 Bexar County $7,007,152 Mclennan County $529,641 Big Lake $547 Mcmullen County $1,000 Big Sandy $4,579 Meadow $1,121 137 Page 4 Big Spring $189,928 Meadowlakes $905 Big Wells $236 Meadows Place $18,148 Bishop $8,213 Medina County $48,355 Bishop Hills $323 Megargel $611 Blackwell $31 Melissa $15,381 Blanco $6,191 Melvin $345 Blanco County $49,223 Memphis $7,203 Blanket $147 Menard $991 Bloomburg $1,010 Menard County $14,717 Blooming Grove $352 Mercedes $21,441 Blossom $198 Meridian $3,546 Blue Mound $2,888 Merkel $10,117 Blue Ridge $1,345 Mertens $239 Blum $1,622 Mertzon $29 Boerne $45,576 Mesquite $310,709 Bogata $3,649 Mexia $21,096 Bonham $100,909 Miami $455 Bonney $2,510 Midland County $279,927 Booker $1,036 Midland $521,849 Borden County $1,000 Midlothian $95,799 Borger $69,680 Midway $78 Bosque County $71,073 Milam County $97,386 Bovina $173 Milano $904 Bowie $83,620 Mildred $286 Bowie County $233,190 Miles $93 Boyd $6,953 Milford $6,177 Brackettville $8 Miller's Cove $97 Brady $27,480 Millican $417 Brazoria $11,537 Mills County $19,931 Brazoria County $1,021,090 Millsap $34 Brazos Bend $462 Mineola $48,719 Brazos Country $902 Mineral Wells $92,061 Brazos County $342,087 Mingus $189 Breckenridge $23,976 Mission $124,768 Bremond $5,554 Missouri City $209,633 Brenham $54,750 Mitchell County $20,850 Brewster County $60,087 Mobeetie $52 Briarcliff $572 Mobile City $2,034 Briaroaks $57 Monahans $5,849 Bridge City $80,756 Mont Belvieu $19,669 138 Page 5 Bridgeport $33,301 Montague County $94,796 Briscoe County $977 Montgomery $1,884 Broaddus $31 Montgomery County $2,700,911 Bronte $99 Moody $828 Brooks County $20,710 Moore County $40,627 Brookshire $6,406 Moore Station $772 Brookside Village $1,110 Moran $50 Brown County $193,417 Morgan $605 Browndell $152 Morgan's Point $3,105 Brownfield $14,452 Morgan's Point Resort $8,024 Brownsboro $3,176 Morris County $53,328 Brownsville $425,057 Morton $167 Brownwood $166,572 Motley County $3,344 Bruceville-Eddy $1,692 Moulton $999 Bryan $246,897 Mount Calm $605 Bryson $1,228 Mount Enterprise $1,832 Buckholts $1,113 Mount Pleasant $65,684 Buda $10,784 Mount Vernon $6,049 Buffalo $11,866 Mountain City $1,548 Buffalo Gap $88 Muenster $4,656 Buffalo Springs $188 Muleshoe $4,910 Bullard $7,487 Mullin $384 Bulverde $14,436 Munday $2,047 Bunker Hill Village $472 Murchison $2,302 Burkburnett $37,844 Murphy $51,893 Burke $1,114 Mustang $7 Burleson County $70,244 Mustang Ridge $2,462 Burleson $151,779 Nacogdoches $205,992 Burnet $33,345 Nacogdoches County $198,583 Burnet County $189,829 Naples $4,224 Burton $937 Nash $7,999 Byers $77 Nassau Bay $11,247 Bynum $380 Natalia $625 Cactus $4,779 Navarro $334 Caddo Mills $43 Navarro County $103,513 Caldwell $18,245 Navasota $37,676 Caldwell County $86,413 Nazareth $124 Calhoun County $127,926 Nederland $44,585 Callahan County $12,894 Needville $10,341 Callisburg $101 Nevada $237 139 Page 6 Calvert $772 New Berlin $4 Cameron $11,091 New Boston $6,953 Cameron County $537,026 New Braunfels $307,313 Camp County $28,851 New Chapel Hill $288 Camp Wood $422 New Deal $338 Campbell $1,116 New Fairview $2,334 Canadian $1,090 New Home $9 Caney City $2,005 New Hope $1,024 Canton $56,734 New London $4,129 Canyon $26,251 New Summerfield $442 Carbon $620 New Waverly $2,562 Carl's Corner $48 Newark $520 Carmine $385 Newcastle $914 Carrizo Springs $1,671 Newton $6,102 Carrollton $310,255 Newton County $158,006 Carson County $29,493 Neylandville $163 Carthage $18,927 Niederwald $16 Cashion Community $322 Nixon $2,283 Cass County $93,155 Nocona $16,536 Castle Hills $12,780 Nolan County $50,262 Castro County $4,420 Nolanville $4,247 Castroville $4,525 Nome $391 Cedar Hill $70,127 Noonday $226 Cedar Park $185,567 Nordheim $697 Celeste $1,280 Normangee $6,192 Celina $18,283 North Cleveland $105 Center $58,838 North Richland Hills $146,419 Centerville $385 Northlake $8,905 Chambers County $153,188 Novice $76 Chandler $17,364 Nueces County $1,367,932 Channing $2 O'Brien $76 Charlotte $4,257 O'Donnell $27 Cherokee County $156,612 Oak Grove $2,769 Chester $1,174 Oak Leaf $612 Chico $2,928 Oak Point $9,011 Childress $37,916 Oak Ridge $358 Childress County $50,582 Oak Ridge North $33,512 Chillicothe $172 Oak Valley $7 China $522 Oakwood $148 China Grove $598 Ochiltree County $15,476 140 Page 7 Chireno $1,568 Odem $7,420 Christine $354 Odessa $559,163 Cibolo $13,690 Oglesby $29 Cisco $7,218 Old River-Winfree $21,653 Clarendon $114 Oldham County $10,318 Clarksville $20,891 Olmos Park $9,801 Clarksville City $54 Olney $6,088 Claude $26 Olton $1,197 Clay County $72,050 Omaha $4,185 Clear Lake Shores $6,682 Onalaska $31,654 Cleburne $228,184 Opdyke West $479 Cleveland $96,897 Orange $311,339 Clifton $9,939 Orange County $689,818 Clint $375 Orange Grove $1,677 Clute $51,350 Orchard $867 Clyde $17,287 Ore City $6,806 Coahoma $2,291 Overton $7,900 Cochran County $3,389 Ovilla $13,391 Cockrell Hill $512 Oyster Creek $9,633 Coffee City $1,087 Paducah $125 Coke County $5,522 Paint Rock $141 Coldspring $447 Palacios $14,036 Coleman $5,442 Palestine $178,009 Coleman County $4,164 Palisades $240 College Station $258,147 Palm Valley $1,918 Colleyville $46,049 Palmer $12,666 Collin County $1,266,721 Palmhurst $4,660 Collingsworth County $19,234 Palmview $7,577 Collinsville $1,831 Palo Pinto County $124,621 Colmesneil $2,211 Pampa $67,227 Colorado City $8,405 Panhandle $9,536 Colorado County $49,084 Panola County $80,699 Columbus $6,867 Panorama Village $1,292 Comal County $396,142 Pantego $12,898 Comanche $16,503 Paradise $52 Comanche County $50,964 Paris $201,180 Combes $1,710 Parker $10,307 Combine $1,892 Parker County $476,254 Commerce $33,869 Parmer County $15,866 Como $415 Pasadena $356,536 141 Page 8 Concho County $3,859 Pattison $1,148 Conroe $466,671 Patton Village $9,268 Converse $27,693 Payne Springs $1,770 Cooke County $200,451 Pearland $333,752 Cool $731 Pearsall $11,570 Coolidge $243 Pecan Gap $719 Cooper $362 Pecan Hill $229 Coppell $86,593 Pecos $7,622 Copper Canyon $489 Pecos County $46,997 Copperas Cove $133,492 Pelican Bay $1,199 Corinth $75,298 Penelope $415 Corpus Christi $1,812,707 Penitas $312 Corral City $143 Perryton $23,364 Corrigan $21,318 Petersburg $1,691 Corsicana $87,310 Petrolia $17 Coryell County $123,659 Petronila $5 Cottle County $875 Pflugerville $86,408 Cottonwood $289 Pharr $144,721 Cottonwood Shores $1,203 Pilot Point $11,613 Cotulla $1,251 Pine Forest $3,894 Coupland $266 Pine Island $3,141 Cove $387 Pinehurst $32,671 Covington $519 Pineland $4,138 Coyote Flats $1,472 Piney Point Village $15,738 Crandall $12,094 Pittsburg $20,526 Crane $10,599 Plains $129 Crane County $26,146 Plainview $60,298 Cranfills Gap $128 Plano $1,151,608 Crawford $383 Pleak $270 Creedmoor $16 Pleasant Valley $308 Cresson $1,086 Pleasanton $29,011 Crockett $23,403 Plum Grove $258 Crockett County $18,210 Point $1,519 Crosby County $18,388 Point Blank $355 Crosbyton $1,498 Point Comfort $447 Cross Plains $4,877 Point Venture $588 Cross Roads $244 Polk County $370,831 Cross Timber $542 Ponder $1,282 Crowell $6,335 Port Aransas $31,022 Crowley $22,345 Port Arthur $367,945 142 Page 9 Crystal City $19,412 Port Isabel $9,802 Cuero $24,689 Port Lavaca $11,752 Culberson County $789 Port Neches $38,849 Cumby $5,320 Portland $76,517 Cuney $606 Post $2,332 Cushing $1,120 Post Oak Bend City $1,034 Cut and Shoot $2,141 Poteet $6,767 DISH $19 Poth $3,974 Daingerfield $12,476 Potter County $371,701 Daisetta $5,370 Pottsboro $12,302 Dalhart $11,609 Powell $110 Dallam County $21,686 Poynor $1,180 Dallas County $8,538,291 Prairie View $7,600 Dallas $2,999,902 Premont $3,321 Dalworthington Gardens $6,060 Presidio $148 Danbury $4,231 Presidio County $787 Darrouzett $101 Primera $2,958 Dawson $600 Princeton $19,245 Dawson County $46,911 Progreso $8,072 Dayton $47,122 Progreso Lakes $39 Dayton Lakes $38 Prosper $22,770 De Kalb $1,035 Providence Village $508 De Leon $8,218 Putnam $14 De Witt County $68,895 Pyote $22 DeCordova $13,778 Quanah $207 DeSoto $72,400 Queen City $4,837 Deaf Smith County $34,532 Quinlan $7,304 Dean $141 Quintana $492 Decatur $56,669 Quitaque $8 Deer Park $49,388 Quitman $15,619 Del Rio $59,056 Rains County $53,190 Dell City $15 Ralls $3,967 Delta County $30,584 Rancho Viejo $3,836 Denison $210,426 Randall County $278,126 Denton $458,334 Ranger $12,186 Denton County $1,132,298 Rankin $1,613 Denver City $2,104 Ransom Canyon $930 Deport $42 Ravenna $685 Detroit $965 Raymondville $7,466 Devers $191 Reagan County $25,215 143 Page 10 Devine $4,354 Real County $5,073 Diboll $25,533 Red Lick $23 Dickens $71 Red Oak $26,843 Dickens County $1,873 Red River County $29,306 Dickinson $83,683 Redwater $1,058 Dilley $2,633 Reeves County $103,350 Dimmit County $33,294 Refugio $8,839 Dimmitt $1,012 Refugio County $46,216 Dodd City $1,211 Reklaw $1,136 Dodson $447 Reno $3,791 Domino $196 Reno $11,164 Donley County $22,370 Retreat $52 Donna $13,798 Rhome $12,285 Dorchester $231 Rice $1,972 Double Oak $4,765 Richardson $260,315 Douglassville $574 Richland $210 Dripping Springs $811 Richland Hills $24,438 Driscoll $39 Richland Springs $2,234 Dublin $14,478 Richmond $77,606 Dumas $26,229 Richwood $12,112 Duncanville $58,328 Riesel $1,118 Duval County $49,109 Rio Bravo $8,548 Eagle Lake $4,882 Rio Grande City $25,947 Eagle Pass $56,005 Rio Hondo $3,550 Early $14,838 Rio Vista $4,419 Earth $242 Rising Star $1,933 East Bernard $5,554 River Oaks $11,917 East Mountain $2,494 Riverside $858 East Tawakoni $2,723 Roanoke $275 Eastland $15,896 Roaring Springs $461 Eastland County $52,275 Robert Lee $85 Easton $329 Roberts County $547 Ector $1,108 Robertson County $44,642 Ector County $480,000 Robinson $18,002 Edcouch $4,101 Robstown $40,154 Eden $497 Roby $428 Edgecliff Village $2,232 Rochester $674 Edgewood $13,154 Rockdale $20,973 Edinburg $120,884 Rockport $54,253 Edmonson $136 Rocksprings $25 144 Page 11 Edna $18,194 Rockwall $114,308 Edom $2,149 Rockwall County $168,820 Edwards County $975 Rocky Mound $280 El Campo $31,700 Rogers $3,818 El Cenizo $621 Rollingwood $4,754 El Lago $5,604 Roma $16,629 El Paso $1,224,371 Roman Forest $8,610 El Paso County $2,592,121 Ropesville $2,122 Eldorado $50 Roscoe $778 Electra $15,716 Rose City $4,012 Elgin $26,284 Rose Hill Acres $2,311 Elkhart $301 Rosebud $1,489 Ellis County $315,372 Rosenberg $126,593 Elmendorf $746 Ross $147 Elsa $7,720 Rosser $549 Emhouse $83 Rotan $1,493 Emory $3,878 Round Mountain $454 Enchanted Oaks $1,299 Round Rock $475,992 Encinal $1,515 Round Top $140 Ennis $81,839 Rowlett $99,963 Erath County $102,616 Roxton $47 Escobares $40 Royse City $23,494 Estelline $909 Rule $800 Euless $92,824 Runaway Bay $6,931 Eureka $334 Runge $255 Eustace $2,089 Runnels County $33,831 Evant $2,068 Rusk $17,991 Everman $7,692 Rusk County $151,390 Fair Oaks Ranch $8,077 Sabinal $1,811 Fairchilds $81 Sabine County $46,479 Fairfield $1,245 Sachse $23,400 Fairview $32,245 Sadler $925 Falfurrias $2,221 Saginaw $31,973 Falls City $41 Salado $3,210 Falls County $34,522 San Angelo $536,509 Fannin County $131,653 San Antonio $4,365,416 Farmers Branch $94,532 San Augustine $25,182 Farmersville $10,532 San Augustine County $37,854 Farwell $343 San Benito $40,015 Fate $3,473 San Diego $11,771 145 Page 12 Fayette County $92,440 San Elizario $7,831 Fayetteville $391 San Felipe $1,498 Ferris $13,873 San Jacinto County $197,398 Fisher County $5,518 San Juan $28,845 Flatonia $5,661 San Leanna $36 Florence $3,949 San Marcos $325,688 Floresville $21,699 San Patricio $4,213 Flower Mound $215,256 San Patricio County $271,916 Floyd County $9,049 San Perlita $2,219 Floydada $6,357 San Saba $10,057 Foard County $5,764 San Saba County $17,562 Follett $212 Sanctuary $17 Forest Hill $26,132 Sandy Oaks $9,863 Forney $80,112 Sandy Point $1,637 Forsan $576 Sanford $308 Fort Bend County $1,506,719 Sanger $22,237 Fort Stockton $4,411 Sansom Park $223 Fort Worth $2,120,790 Santa Anna $329 Franklin $3,931 Santa Clara $87 Franklin County $25,783 Santa Fe $33,272 Frankston $274 Santa Rosa $2,138 Fredericksburg $56,486 Savoy $2,349 Freeport $72,973 Schertz $60,110 Freer $3,271 Schleicher County $5,695 Freestone County $50,495 Schulenburg $2,560 Friendswood $140,330 Scotland $148 Frio County $19,954 Scottsville $708 Friona $2,848 Scurry $1,110 Frisco $405,309 Scurry County $73,116 Fritch $4,548 Seabrook $30,270 Frost $321 Seadrift $991 Fruitvale $2,344 Seagoville $17,106 Fulshear $5,272 Seagraves $7,531 Fulton $1,602 Sealy $20,637 Gaines County $54,347 Seguin $376,538 Gainesville $153,980 Selma $22,429 Galena Park $13,093 Seminole $16,092 Gallatin $1,253 Seven Oaks $3,917 Galveston $488,187 Seven Points $7,452 Galveston County $1,124,093 Seymour $14,218 146 Page 13 Ganado $5,510 Shackelford County $1,288 Garden Ridge $11,351 Shady Shores $594 Garland $420,244 Shallowater $1,907 Garrett $2,510 Shamrock $4,328 Garrison $3,555 Shavano Park $3,178 Gary City $450 Shelby County $109,925 Garza County $8,944 Shenandoah $47,122 Gatesville $26,994 Shepherd $147 George West $6,207 Sherman $330,585 Georgetown $225,896 Sherman County $7,930 Gholson $1,505 Shiner $4,042 Giddings $12,674 Shoreacres $958 Gillespie County $63,191 Silsbee $66,442 Gilmer $33,951 Silverton $14 Gladewater $24,638 Simonton $1,906 Glasscock County $1,000 Sinton $23,658 Glen Rose $540 Skellytown $400 Glenn Heights $16,593 Slaton $154 Godley $3,115 Smiley $655 Goldsmith $677 Smith County $758,961 Goldthwaite $1,225 Smithville $17,009 Goliad $3,563 Smyer $300 Goliad County $34,660 Snook $1,422 Golinda $100 Snyder $9,018 Gonzales $14,882 Socorro $11,125 Gonzales County $33,230 Somerset $1,527 Goodlow $221 Somervell County $57,076 Goodrich $9,643 Somerville $3,806 Gordon $365 Sonora $7,337 Goree $749 Sour Lake $17,856 Gorman $3,107 South Houston $25,620 Graford $23 South Mountain $154 Graham $235,428 South Padre Island $30,629 Granbury $71,735 Southlake $70,846 Grand Prairie $445,439 Southmayd $7,096 Grand Saline $36,413 Southside Place $885 Grandfalls $65 Spearman $14,000 Grandview $6,600 Splendora $7,756 Granger $2,741 Spofford $7 Granite Shoals $11,834 Spring Valley Village $16,404 147 Page 14 Granjeno $43 Springlake $3 Grapeland $7,287 Springtown $14,244 Grapevine $129,195 Spur $427 Gray County $65,884 St. Hedwig $111 Grays Prairie $17 St. Jo $7,360 Grayson County $539,083 St. Paul $21 Greenville $203,112 Stafford $75,145 Gregg County $243,744 Stagecoach $3,036 Gregory $4,697 Stamford $398 Grey Forest $474 Stanton $3,838 Grimes County $94,878 Staples $19 Groesbeck $5,745 Star Harbor $151 Groom $965 Starr County $99,896 Groves $40,752 Stephens County $35,244 Groveton $8,827 Stephenville $83,472 Gruver $1,166 Sterling City $62 Guadalupe County $146,824 Sterling County $939 Gun Barrel City $36,302 Stinnett $4,097 Gunter $4,609 Stockdale $741 Gustine $34 Stonewall County $1,822 Hackberry $94 Stratford $8,378 Hale Center $6,042 Strawn $987 Hale County $79,150 Streetman $5 Hall County $8,933 Sudan $32 Hallettsville $6,895 Sugar Land $321,561 Hallsburg $272 Sullivan City $6,121 Hallsville $10,239 Sulphur Springs $124,603 Haltom City $71,800 Sun Valley $4 Hamilton $3,581 Sundown $2,592 Hamilton County $66,357 Sunnyvale $3,248 Hamlin $4,656 Sunray $2,571 Hansford County $16,416 Sunrise Beach Village $2,083 Happy $327 Sunset Valley $9,425 Hardeman County $15,219 Surfside Beach $6,530 Hardin $100 Sutton County $6,541 Hardin County $379,800 Sweeny $4,503 Harker Heights $113,681 Sweetwater $68,248 Harlingen $165,429 Swisher County $7,251 Harris County $14,966,202 Taft $5,861 Harrison County $185,910 Tahoka $430 148 Page 15 Hart $86 Talco $372 Hartley County $786 Talty $9,124 Haskell $10,829 Tarrant County $6,171,159 Haskell County $22,011 Tatum $972 Haslet $1,908 Taylor $57,945 Hawk Cove $674 Taylor County $351,078 Hawkins $7,932 Taylor Lake Village $412 Hawley $931 Taylor Landing $153 Hays $506 Teague $1,714 Hays County $529,489 Tehuacana $12 Hearne $16,824 Temple $280,747 Heath $28,751 Tenaha $4,718 Hebron $687 Terrell $148,706 Hedley $70 Terrell County $5,737 Hedwig Village $13,067 Terrell Hills $9,858 Helotes $15,790 Terry County $25,423 Hemphill $8,035 Texarkana $192,094 Hemphill County $14,394 Texas City $298,702 Hempstead $21,240 Texhoma $156 Henderson $59,966 Texline $865 Henderson County $327,965 The Colony $114,297 Henrietta $2,720 The Hills $1,004 Hereford $20,423 Thompsons $1,897 Hewitt $19,776 Thorndale $1,595 Hickory Creek $16,510 Thornton $270 Hico $5,534 Thorntonville $87 Hidalgo $26,621 Thrall $825 Hidalgo County $1,253,103 Three Rivers $4,669 Hideaway $922 Throckmorton $29 Higgins $43 Throckmorton County $5,695 Highland Haven $320 Tiki Island $2,178 Highland Park $43,383 Timbercreek Canyon $369 Highland Village $50,315 Timpson $12,642 Hill Country Village $6,485 Tioga $2,390 Hill County $127,477 Tira $185 Hillcrest $5,345 Titus County $70,611 Hillsboro $46,609 Toco $4 Hilshire Village $859 Todd Mission $1,680 Hitchcock $28,796 Tolar $2,369 Hockley County $46,407 Tom Bean $2,293 149 Page 16 Holiday Lakes $1,795 Tom Green County $282,427 Holland $77 Tomball $34,620 Holliday $5,910 Tool $14,787 Hollywood Park $9,424 Toyah $40 Hondo $115,288 Travis County $4,703,473 Honey Grove $7,196 Trent $63 Hood County $292,105 Trenton $3,089 Hooks $2,702 Trinidad $5,859 Hopkins County $149,518 Trinity $23,652 Horizon City $7,520 Trinity County $105,766 Horseshoe Bay $48,173 Trophy Club $29,370 Houston County $78,648 Troup $7,918 Houston $7,021,793 Troy $5,320 Howard County $89,330 Tulia $8,911 Howardwick $84 Turkey $737 Howe $9,177 Tuscola $138 Hubbard $3,635 Tye $1,766 Hudson $6,840 Tyler $723,829 Hudson Oaks $15,637 Tyler County $131,743 Hudspeth County $985 Uhland $1,545 Hughes Springs $4,442 Uncertain $185 Humble $73,952 Union Grove $994 Hunt County $309,851 Union Valley $666 Hunters Creek Village $14,708 Universal City $28,428 Huntington $8,792 University Park $50,833 Huntsville $80,373 Upshur County $128,300 Hurst $99,187 Upton County $8,499 Hutchins $9,551 Uvalde $18,439 Hutchinson County $74,630 Uvalde County $36,244 Hutto $38,346 Val Verde County $117,815 Huxley $738 Valentine $207 Idalou $1,999 Valley Mills $2,228 Impact $8 Valley View $1,824 Indian Lake $473 Van $6,206 Industry $604 Van Alstyne $43,749 Ingleside on the Bay $142 Van Horn $211 Ingleside $40,487 Van Zandt County $248,747 Ingram $5,243 Vega $974 Iola $3,164 Venus $9,792 Iowa Colony $4,090 Vernon $81,337 150 Page 17 Iowa Park $23,487 Victoria $84,598 Iraan $56 Victoria County $520,886 Iredell $216 Vidor $95,620 Irion County $9,105 Vinton $622 Irving $427,818 Volente $333 Italy $5,349 Von Ormy $513 Itasca $8,694 Waco $512,007 Ivanhoe $26 Waelder $3,427 Jacinto City $14,141 Wake Village $174 Jack County $14,799 Walker County $184,624 Jacksboro $23,254 Waller County $126,206 Jackson County $37,984 Waller $11,295 Jacksonville $80,179 Wallis $2,698 Jamaica Beach $4,913 Walnut Springs $183 Jarrell $2,423 Ward County $67,920 Jasper $78,422 Warren City $66 Jasper County $248,855 Washington County $83,727 Jayton $63 Waskom $5,346 Jeff Davis County $8,500 Watauga $33,216 Jefferson $11,194 Waxahachie $152,094 Jefferson County $756,614 Weatherford $207,872 Jersey Village $36,347 Webb County $505,304 Jewett $9,338 Webberville $1,280 Jim Hogg County $12,718 Webster $53,202 Jim Wells County $166,539 Weimar $5,830 Joaquin $810 Weinert $234 Johnson City $3,581 Weir $443 Johnson County $408,692 Wellington $9,111 Jolly $26 Wellman $383 Jones County $22,001 Wells $1,357 Jones Creek $5,078 Weslaco $73,949 Jonestown $6,419 West $3,522 Josephine $881 West Columbia $17,958 Joshua $20,619 West Lake Hills $17,056 Jourdanton $9,600 West Orange $42,452 Junction $4,825 West Tawakoni $6,995 Justin $8,575 West University Place $34,672 Karnes City $11,632 Westbrook $43 Karnes County $35,249 Westlake $41,540 Katy $52,467 Weston $266 151 Page 18 Kaufman $27,607 Weston Lakes $189 Kaufman County $353,047 Westover Hills $4,509 Keene $38,296 Westworth Village $7,842 Keller $79,189 Wharton $31,700 Kemah $28,325 Wharton County $72,887 Kemp $6,419 Wheeler $447 Kempner $330 Wheeler County $26,273 Kendall County $100,643 White Deer $1,273 Kendleton $13 White Oak $15,305 Kenedy $676 White Settlement $23,304 Kenedy County $1,000 Whiteface $155 Kenefick $416 Whitehouse $29,017 Kennard $132 Whitesboro $18,932 Kennedale $21,024 Whitewright $7,098 Kent County $939 Whitney $73 Kerens $1,924 Wichita County $552,371 Kermit $5,652 Wichita Falls $832,574 Kerr County $218,452 Wickett $87 Kerrville $190,357 Wilbarger County $55,124 Kilgore $105,583 Willacy County $24,581 Killeen $535,650 Williamson County $1,195,987 Kimble County $20,480 Willis $24,384 King County $1,000 Willow Park $26,737 Kingsville $20,083 Wills Point $43,765 Kinney County $2,142 Wilmer $426 Kirby $8,752 Wilson $12 Kirbyville $10,690 Wilson County $121,034 Kirvin $2 Wimberley $724 Kleberg County $124,109 Windcrest $12,908 Knollwood $1,160 Windom $1,087 Knox City $1,962 Windthorst $3,385 Knox County $11,730 Winfield $290 Kosse $2,468 Wink $120 Kountze $19,716 Winkler County $61,163 Kress $186 Winnsboro $28,791 Krugerville $1,508 Winona $319 Krum $9,661 Winters $6,229 Kurten $686 Wise County $289,074 Kyle $51,835 Wixon Valley $441 La Feria $10,381 Wolfe City $5,466 152 Page 19 La Grange $9,623 Wolfforth $4,022 La Grulla $1,708 Wood County $267,048 La Joya $8,457 Woodbranch $9,617 La Marque $98,930 Woodcreek $358 La Porte $91,532 Woodloch $1,012 La Salle County $14,975 Woodsboro $1,130 La Vernia $3,217 Woodson $122 La Villa $572 Woodville $20,340 La Ward $321 Woodway $25,713 LaCoste $159 Wortham $376 Lacy-Lakeview $11,599 Wylie $114,708 Ladonia $2,011 Yantis $2,072 Lago Vista $13,768 Yoakum County $34,924 Laguna Vista $3,689 Yoakum $20,210 Lake Bridgeport $232 Yorktown $5,447 Lake City $2,918 Young County $44,120 Lake Dallas $25,314 Zapata County $56,480 Lake Jackson $75,781 Zavala County $38,147 Lake Tanglewood $613 Zavalla $1,088 Lake Worth $20,051 153 ꢀ ꢀ EXHIBITꢀCꢀ 154 Exhibit C: TX Opioid Council & Health Care Region Allocations plus Administrative Costs 70% of Total ($700 million) Health Care Region Allocation*: $693 million; Administrative Costs: $7 million Region Counties in Health Care Region Allocation 1 Anderson, Bowie, Camp, Cass, Cherokee, Delta, Fannin, Franklin, Freestone, Gregg, Harrison, Henderson, Hopkins, Houston, Hunt, Lamar, Marion, Morris, Panola, Rains, Red, River, Rusk, Smith, Titus, Trinity, Upshur, Van, Zandt, Wood $38,223,336 2 Angelina, Brazoria, Galveston, Hardin, Jasper, Jefferson, Liberty, Nacogdoches, Newton, Orange, Polk, Sabine, San Augustine, San Jacinto, Shelby, Tyler $54,149,215 3 Austin, Calhoun, Chambers, Colorado, Fort Bend, Harris, Matagorda, Waller, Wharton $120,965,680 4 Aransas, Bee, Brooks, De Witt, Duval, Goliad, Gonzales, Jackson, Jim Wells, Karnes, Kenedy, Kleberg, Lavaca, Live Oak, Nueces, Refugio, San Patricio, Victoria $27,047,477 5 Cameron, Hidalgo, Starr, Willacy $17,619,875 6 Atascosa, Bandera, Bexar, Comal, Dimmit, Edwards, Frio, Gillespie, Guadalupe, Kendall, Kerr, Kinney, La Salle, McMullen, Medina, Real, Uvalde, Val Verde, Wilson, Zavala $68,228,047 7 Bastrop, Caldwell, Fayette, Hays, Lee, Travis $50,489,691 8 Bell, Blanco, Burnet, Lampasas, Llano, Milam, Mills, San Saba, Williamson $24,220,521 9 Dallas, Kaufman $66,492,094 10 Ellis, Erath, Hood, Johnson, Navarro, Parker, Somervell, Tarrant, Wise $65,538,414 11 Brown, Callahan, Comanche, Eastland, Fisher, Haskell, Jones, Knox, Mitchell, Nolan, Palo Pinto, Shackelford, Stephens, Stonewall, Taylor $9,509,818 12 Armstrong, Bailey, Borden, Briscoe, Carson, Castro, Childress, Cochran, Collingsworth, Cottle, Crosby, Dallam, Dawson, Deaf Smith, Dickens, Donley, Floyd, Gaines, Garza, Gray, Hale, Hall, Hansford, Hartley, Hemphill, Hockley, Hutchinson, Kent, King, Lamb, Lipscomb, Lubbock, Lynn, Moore, Motley, Ochiltree, Oldham, Parmer, Potter, Randall, Roberts, Scurry, Sherman, Swisher, Terry, Wheeler, Yoakum $23,498,027 13 Coke, Coleman, Concho, Crockett, Irion, Kimble, Mason, McCulloch, Menard, Pecos, Reagan, Runnels, Schleicher, Sterling, Sutton, Terrell, Tom Green $5,195,605 14 Andrews, Brewster, Crane, Culberson, Ector, Glasscock, Howard, Jeff Davis, Loving, Martin, Midland, Presidio, Reeves, Upton, Ward, Winkler $12,124,354 15 El Paso, Hudspeth $17,994,285 16 Bosque, Coryell, Falls, Hamilton, Hill, Limestone, McLennan $9,452,018 17 Brazos, Burleson, Grimes, Leon, Madison, Montgomery, Robertson, Walker, Washington $23,042,947 18 Collin, Denton, Grayson, Rockwall $39,787,684 19 Archer, Baylor, Clay, Cooke, Foard, Hardeman, Jack, Montague, Throckmorton, Wichita, Wilbarger, Young $12,665,268 20 Jim Hogg, Maverick, Webb, Zapata $6,755,656 Administrative Costs $7,000,000 * Each Region shall reserve 25% of its allocation for Targeted Funds under the guidelines of Exhibit A. 155 B-1 EXHIBIT B Subdivision Settlement Participation Form Governmenta l Entity: State: Authorized Official: Address 1: Address 2: City, State, Zip: Phone: Email: The governmental entity identified above ("Governmental Entity"),in order to obtain and in consideration for the benefits provided to the Governmental Entity pursuant to the Settlement Agreement dated July 21, 2021 ("Distributor Settlemenf' ), and acting through the undersigned authorized official, hereby elects to participate inthe Distributor Settlement, release all Released Claims against all Released Entities, and agrees as follows. 1. The Governmental Entity is aware of and has reviewed the Distributor Settlement, understands that all terms i n this Participation Form have the meanings defined therein , and agrees that by signing this Participation Form, the Governmental Entity elects to participate in the Distributor Settlement and become a Participating Subdivision as provided therein. 2. The Governmental Entity shall , within 14 days of th e Referen ce Date and prior to the filing of the Consent Judgment, secure the dismissal with prejudice of any Released Claims that it has filed. 3. The Governmental Entity agrees to the terms of the Distributor Settlement pertaining to Subdivisions as defined therein. 4. By agreeing to the terms of the Distributor Settlement and becoming a Releasor, the Governmental Entity is entitled to the benefits provided therein, including, if applicable, monetary payments beginning after the Effective Date. 5. The Governmental Entity agrees to use any monies it receives through the Distributor Settlement solely for the purposes provided therein. 6. The Governmenta l Entity submits to the jurisdiction of the court in the Governmental Entity 's state where the Consent Judgment is filed for purposes limited to that court 's role as provided in, and for resolving disputes to the extent provid ed in, the Distributor Settlement. The Governmental Entity likewise agrees to arbitrate before the National Arbitration Panel as provided in, and for resolving di sput es to the extent otherwise provided in, the Distributor Settlement. 156 B-2 7. The Governmental Entity has the right to enforce the Distributor Settlement as provided therein. 8. The Governmental Entity, as a Participating Subdivision, hereby becomes a Releasor for all purposes in the Distributor Settlement, including, but not limited to, all provisions of Part XI, and along with all departments, agencies, divisions, boards, commissions, districts, instrumentalities of any kind and attorneys, and any person in their official capacity elected or appointed to serve any of the foregoing and any agency, person, or other entity claiming by or through any of the foregoing, and any other entity identified in the definition of Releasor, provides for a release to the fullest extent of its authority. As a Releasor, the Governmental Entity hereby absolutely, unconditionally , and irrevocably covenants not to bring, file, or claim, or to cause, assist or permit to be brou ght, filed, or claimed, or to otherwise seek to establish liability for any Released Claims against any Released Entity in any forum whatsoever. The releases provided for in the Distributor Settlement are intended by the Parties to be broad and shall be interpreted so as to give the Released Entities the broadest possible bar against any liability relating in any way to Released Claims and extend to the full extent of the power of the Governmental Entity to release claims. The Distributor Settlement shall be a complete bar to any Released Claim. 9. The Governmental Entity hereby takes on all rights and obligations of a Participating Subdivision as set fo1th in the Distributor Settlement. 10. In connection with the releases provided for in the Distributor Settlement, each Governmental Entity expressly waives, releases, and forever discharges any and all provisions, rights, and benefits conferred by any law of any state or territory of the United States or other juri sdiction , or principle of common law, which is similar, comparable, or equivalent to § 1542 of the California Civil Code, which reads: General Release; extent. A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her would have materially affected his or her settlement with the debtor or released party. A Releasor may hereafter discover facts other than or different from those which it knows, believes, or assumes to be true with respect to the Released Claims, but each Governmental Entity hereby expressly waives and fully, finally, and forever settles, releases and discharges, upon the Effective Date, any and all Released Claims that may exist as of such date but which Releasors do not know or suspect to exist, whether through ignorance, oversight, error, negligence or through no fault whatsoever, and which, if known, would materially affect the Governmental Entities' decision to participate in the Distributor Settlement. 157 B-3 11. Not hing h erein is intended to modif y in any way the te1ms of th e Distributor Settlement, to which Governmental Entity hereby agrees. To the extent this Participation Form is interpreted differently from the Distributor Settlement in any respect, the Distributor Settlement controls. I have all necessary power and authorization to execute this Participation Form on behalf of the Governmental Entity. Signature: Name: Title: Date: 158 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2021 - ________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, ELECTING TO PARTICIPATE IN THE PROPOSED OPIOID SETTLEMENTS BROUGHT BY THE STATE OF TEXAS AND OTHER JURISDICTIONS AGAINST VARIOUS PHARMACEUTICAL COMPANIES FOR THEIR ROLES IN THE NATIONAL OPIOID CRISIS; MAKING FINDINGS; AUTHORIZING THE CITY MANAGER TO EXECUTE APPROPRIATE DOCUMENTATION RELATED THERETO; ADOPTING THE TEXAS TERM SHEET; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the State of Texas, along with a broad coalition of states and political subdivisions from across the country, sued three (3) major opioid distributors—McKesson, Cardinal Health and Amerisource Bergen—along with an opioid manufacturer—Johnson & Johnson—for their role in the national opioid crisis; and WHEREAS, opioid use in the United States has resulted in an increase of opioid drug overdose deaths to a record high 69,000 in 2020, and in Texas at the same time drug overdose deaths increased 31.9%, driven primarily by opioid overdose deaths; and WHEREAS, the opioid overdose death increase was driven primarily by fentanyl and other synthetic opioids; and WHEREAS, all three (3) opioid distributors and opioid manufacturer Johnson & Johnson have reached a final settlement with Texas and the other jurisdictions; and WHEREAS, Texas’ combined share of the settlements is approximately $1.5 billion, and Texas municipalities can participate in the settlement if they elect to participate and if a municipality elects not to participate, the municipality would be required to institute its own litigation against the opioid distributors and/or manufacturers; and WHEREAS, the Texas Attorney General’s Office has requested that the City of The Colony, Texas, and other Texas local governments elect to participate in the settlements, and to express such intent in a resolution by the governing body; and WHEREAS, it is the intent of the City Council of the City of The Colony, Texas, to elect to participate in the settlements and therefore, such election to participate and to adopt the settlement term sheet will be forwarded to the Texas Attorney General’s Office. NOW, THEREFORE, BE IT RESOLVED BY THE CITYCOUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: 159 SECTION 1. The findings set forth above are incorporated into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council of the City of The Colony, Texas, hereby authorizes the City Manager to execute any and all necessary documentation reflecting the City’s election to participate in the settlements referenced in this Resolution, as reflected in Exhibit A, a copy of which is attached hereto, “Subdivision Settlement Participation Form,” and to adopt Exhibit B, a copy of which is attached hereto, “Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet,” and to take any and all other steps requested or authorized by the Texas Attorney General’s Office relative the settlements referenced in this Resolution. SECTION 3.That all provisions of the resolutions of the City of The Colony, Texas, in conflict with the provisions of this Resolution be, and the same are hereby amended, repealed, and all other provisions of the resolutions of the City not in conflict with the provisions of this Resolution shall remain in full force and effect. SECTION 4. This Resolution shall become effective from and after its date of passage in accordance with law. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THIS 7TH DAY OF DECEMBER 2021. Richard Boyer, Mayor City of The Colony, Texas ATTEST: Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: Jeff Moore, City Attorney 160 Exhibit A [Subdivision Settlement Participation Form] 161 Exhibit B [Texas Opioid Abatement Fund Council and Settlement Allocation Term Sheet] 162 Agenda Item No:5.2 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Isaac Williams Submitting Department: Engineering Item Type: Ordinance Agenda Section: Subject: Discuss and consider an ordinance regarding the Site Plan application of “Building E,” for an approximately 27,438 square-foot building for indoor “commercial amusement” within Area 5 of the Lifestyle Center at Grandscape. The subject site is located southwest of the southwest intersection of Destination Drive and Grandscape Boulevard within the Planned Development 25 (PD-25). (Williams) Suggested Action: Please see the attached staff report, drawings, maps and illustrations for detailed land use, site layout and staff recommendation. Attachments: SP21-0007 CC Staff Report Grandscape 2C interior (Building E Addition) (Final).pdf SP21-0007 Zoning map.pdf Building E Grandscape Exhibit A (Final CC).pdf Project Narrative 11.11.21(final).pdf SP21-0007 Grandscape 2C interior (building E Addition) Proposed Ordinance.doc 163 1 CITY COUNCIL REPORT AGENDA DATE: December 7, 2021 DEPARTMENT: Development Services Department SUBJECT SP21-0007 Grandscape 2C Interior Building E- Site Plan Discuss and consider an ordinance regarding the Site Plan application of “Building E,” for an approximately 27,438 square-foot building for indoor “commercial amusement” within Area 5 of the Lifestyle Center at Grandscape. The subject site is located southwest of the southwest intersection of Destination Drive and Grandscape Boulevard within the P lanned Development 25 (PD-25). APPLICANT/OWNER Owner: LMG Ventrues, LLC Omaha, Nebraska Applicant: Ryan Blumkin LMG Ventures, LLC D/B/A Grandscape Omaha, Nebraska EXISTING CONDITION OF PROPERTY The subject property is currently undeveloped lot within the Lifestyle Center at Grandscape. The surrounding area is mostly developed with commercial retail, restaurant and entertainment uses. PROPOSED DEVELOPMENT The applicant requests to develop an approximately 27,438 square-foot building intended for indoor “commercial amusement” activities within the 90-acre Lifestyle Center at Grandscape. ADJACENT ZONING AND LAND USE North - Planned Development 25 (PD-25) Grandscape South – Planned Development 25 (PD-25) Grandscape East - Planned Development 25 (PD-25) Grandscape West - Planned Development 25 (PD-25) Grandscape DEVELOPMENT REVIEW COMMITTEE (DRC) REVIEW The Development Review Committee (DRC) finds that proposed Site Plan meets the requirements of the Zoning Ordinance as outlined in the Staff Report. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 23, 2021, The Colony's Planning and Zoning Commission recommended (6-0) to approve the site plan for “Building E,” an approximately 27,438 square-foot building for indoor “commercial amusement” within Area 5 of the Lifestyle Center at Grandscape. The subject site is located southwest of the southwest intersection of Destination Drive and Grandscape Boulevard within the Planned Development 25 (PD-25). ATTACHMENTS 1. Staff Analysis 2. Location Map 3. Proposed Ordinance with exhibits 4. Project narrative 5. Minutes from the November 23, 2021 Planning Commission Meeting (uncertified) 164 2 ATTACHMENT 1 Staff Analysis Land Use Analysis The applicant is proposing to develop Building E as a “commercial amusement” facility for an operation providing a “full projection visual immersive experience.” The facility is permitted within the Planned Development 25 (PD -25) Development, and is compatible with other commercial amusement facilities such as Andretti’s, Galaxy Theater, and Electric Gamebox. Elevations The elevation plan reflect facades containing contemporary architecture in an earth tone color pallet, which includes shades of brown and a variety of material changes, and multi-colored stone accents. Each façade contains horizontal and vertical articulations ; long unarticulated facade runs are interrupted by material or color changes. The elevation plan reflects lighting wall packs and fenestrations along the east faça de that will illuminate the interior corridor. The maximum building height is reflected at forty-four (44’) feet to the top of the parapet; roof top equipment is fully screened behind the extent of the parapets. The facades consist predominately of masonry material and accented materials with the following percentages: Circulation, Parking and Infrastructure Improvements The subject site is an interior building and will not contain any traditionally parking adjacent to the building. The parking will be provided out of the existing parking fields to the north across Grandscape Boulevard and from the adjacent Garage 3. The proposed development requires 91 parking spaces; the aforementioned parking areas provide the required par king for the site. No infrastructure improvements are provided at this time. Landscaping The proposed development is located within and adjacent to the Lifestyle Center 2C interior. The 2C interior is established as a centralized shared amenity area cont aining fountains, seating, landscape and an event lawn. This area contains a variety of large and, small ornamental trees, shrubs, and ground cover consistent with the overall landscape intents of the Grandscape Lifestyle Center. A majority of the overall development’s landscape requirements are fulfilled within the 2C interior; the subject site’s required 10% landscape dedication is provided within the approximately 302,824 square feet of landscape within the 2C interior amenity. Development Review Committee Review The Development Review Committee (DRC) finds that proposed Site Plan meets the requirements of the Zoning Ordinance and recommends approval. 165 166 167 168 169 170 171 172 GRANDSCAPE LIFESTYLE CENTER The City of the Colony, Texas Project Narrative – AREA 5 – Building E November 11, 2021 Site Plan Submittal Area 5 – Building E of the 90-acre Lifestyle Center at Grandscape Development is located to the west of Block F (Galaxy Theater). This particular building is 44 feet tall. In addition to this building, we will be adding smaller retail that will wrap around this larger building (much like what has been completed within Grandscape previously– I.E. Andretti’s and the smaller retail that wraps Andretti’s). The smaller retail to wrap around this larger structure will be submitted at a later date. Required infrastructure improvements are anticipated to begin construction later this year after receipt of necessary approvals. Parking, utility mains, and the roadway network required to service this building are in place and have been previously approved by the City of the Colony. Construction documents for this submittal are in preparation. The proposed building is of Type II-A (non-combustible) construction and fully sprinklered. The building is comprised of a central structure made up of concrete tilt-wall panels, with steel structure in and surrounding it in the two-level retail spaces. The exterior palette of the building is a mix of natural stone, masonry, composite metal panel as well as painted concrete all matching existing materials existing in the Grandscape development. 173 1 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2021-_____ SITE PLAN – GRANDSCAPE 2C INTERIOR (BUILDING E ADDITION) AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A SITE PLAN APPLICATION OF “BUILDING E,” AN APPROXIMATELY 27,438 SQUARE-FOOT BUILDING FOR INDOOR “COMMERCIAL AMUSEMENT” WITHIN AREA 5 OF THE LIFESTYLE CENTER AT GRANDSCAPE. THE SUBJECT SITE IS LOCATED SOUTHWEST OF THE SOUTHWEST INTERSECTION OF DESTINATION DRIVE AND GRANDSCAPE BOULEVARD WITHIN THE PLANNED DEVELOPMENT 25 (PD-25); PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALER CLAUSE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Planning and Zoning Commission and the City Council of the City of The Colony, Texas, in compliance with the laws of the State of Texas, and the Code of Ordinances of the City of The Colony, Texas, and the City Council of the City of The Colony, Texas, is of the opinion and finds that Site Plan Application No. SP21-0007 for “Building E,” an approximately 27,438 square-foot building for indoor “commercial amusement” within Area 5 of the Lifestyle Center at Grandscape. The subject site is located southwest of the southwest intersection of Destination Drive and Grandscape Boulevard within the Planned Development 25 (PD-25) should be approved. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the findings set forth above are incorporated into the body of this Ordinance as if fully set forth herein. SECTION 2.That the City Council of the City of The Colony, Texas, does hereby approve the Site Plan, copies of which are attached hereto as, Exhibit A of this Ordinance. SECTION 3.That it is hereby declared to be the intention of the City Council of the City of The Colony, Texas, that the phrases, clauses, sentences, paragraphs and sections of this Ordinance are severable, and if any phrase, clause, sentence, paragraph or section of this Ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this Ordinance, since the same would have been enacted by the City Council without the incorporation of this Ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. SECTION 4. That any provision of any prior ordinance of the City whether codified or uncodified, which are in conflict with any provision of this Ordinance, are hereby repealed to the extent of the conflict, but all other provisions of the ordinances of the City whether codified or uncodified, which are not in conflict with the provisions of this Ordinance, shall remain in full force and effect. 174 2 SECTION 5. That this Ordinance shall become effective immediately upon its passage. DULY PASSED by the City Council of the City of The Colony, Texas, this 7 th Day of December, 2021. Richard Boyer, Mayor ATTEST: Tina Stewart, City Secretary APPROVED AS TO FORM: Jeff Moore, City Attorney 175 Agenda Item No:5.3 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Ron Hartline Submitting Department: Engineering Item Type: Discussion Agenda Section: Subject: Discuss and receive direction regarding the installation of a dedicated right turn lane from West Lake Highlands Boulevard to FM 423 from the Eastvale Subdivision. (Hartline) Suggested Action: Engineering staff has received several complaints from residents within the Eastvale subdivision that they cannot make a right turn onto FM 423 until motorists travelling straight or left at the intersection get a green light. They have complained that they experience long wait times at the intersection at peak traffic hours and asked that we look into the issue to determine if improvements need to be made to the intersection. A Feasibility Study was completed on the intersection by Halff Associates Inc. (Halff) to evaluate the intersection and determine if a dedicated right turn lane could be added to the intersection to facilitate better right turn traffic flow. In the feasibility study, Halff evaluated the optimum horizontal alignment for the turn lane taking into account costs and existing structures that need to remain. They developed an exhibit showing the layout of the proposed right turn lane and also provided initial estimated costs for the construction of the turn lane. These documents are attached for further review and to assist in the discussion of this topic. The total estimated budgeting costs for the project are outlined below. Estimated Engineering Cost - $ 40,000.00 Estimated Construction Cost - $ 198,000.00 Estimated Total Cost - $ 238,000.00 Attachments: Feasibility Study Description.pdf Feasibility Study Drawing.pdf Estimated Construction Cost.pdf 176 177 178 179 180 Agenda Item No:5.4 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Robert Kotasek Submitting Department: Engineering Item Type: Resolution Agenda Section: Subject: Consider approving an ordinance amending the budget adding a project to the approved Fiscal Year 2021-2022 GF Capital Projects Fund in the amount of $238,000.00 for engineering design and construction services for the West Lake Highlands Right Turn Lane Project. (Hartline) Suggested Action: Background: The City has evaluated the feasibility of adding a right turn lane at the intersection of West Lake Highlands and FM 423. Due to only one traffic lane running eastbound on West Lake Highlands coming up to the intersection of FM 423, traffic currently backs up when a vehicle is trying to turn left onto FM 423. The addition of a right turn lane will help ease backups and allow vehicular traffic to turn right without waiting on vehicles to turn left at this intersection. The right turn lane project will also include a storm drain extension if found necessary during design. Staff is requesting that $238,000.00 be allocated for this project in the Fiscal Year 2021-2022 Budget for GF Capital Projects Fund. Allocating these funds for this project will allow Staff to proceed with the design and construction services for this project during this fiscal budget year. Recommendations: Staff recommends approval of a budget amendment to add a new project for the West Lake Highlands Right Turn Lane to the approved fiscal year 2021-2022 GF Capital Projects Fund and increase the approved budget by $238,000.00. Attachments: Financial Summary Ord. 2021-xxxx 21-22 Budget Amendment for GF Capital Project.doc 181 FINANCIAL SUMMARY: Are budgeted funds available:  Yes No  Budget Amendment Requested: $238,000.00 Source of Funds: 2021-2022 GF Capital Projects Fund Total estimated project cost: $ 40,000.00 Engineering Already authorized Yes  No $ 198,000.00 Construction (Estimated) Already authorized Yes  No $ 238,000.00 Total estimated costs Cost of recommended budget amendment increase: $238,000.00 182 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2021 - _______ AMENDING THE FISCAL YEAR 2021-2022 BUDGET AN ORDINANCE AMENDING ORDINANCE 2021-2447, ADOPTING THE FISCAL YEAR 2021-2022 BUDGET OF CITY OF THE COLONY, TEXAS BY REALIGNING BUDGETS AS SET FORTH HEREIN; PROVIDING FOR INCORPORATION OF PREMISES; PROVIDING FOR THE ADOPTION OF THIS ORDINANCE AMENDING THE FISCAL YEAR 2021-2022 BUDGET FOR GF CAPITAL PROJECTS FUND OF THE CITY OF THE COLONY; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A SAVINGS CLAUSE; AND NAMING AN EFFECTIVE DATE. WHEREAS, the Council of the City of The Colony is conducting business pursuant to a budget for fiscal year 2021-2022, heretofore previously adopted by Ordinance No. 2021-2447 on the 7th day of September, 2021; and WHEREAS, Section 102.010 of the Texas Local Government Code authorizes the governing body of a municipality to make changes in the budget for municipal purposes; and WHEREAS, the City of The Colony finds it in the best interest of the City to increase the 2021- 22 GF Capital Projects budget by $238,000 for the West Lake Highlands Right Turn Lane Improvements. WHEREAS, the City Council has reviewed the budget and has determined that a valid municipal purpose is served by such budget increases and reallocation of funds. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. INCORPORATION OF PREMISES The above and foregoing premises are incorporated into the body of this Ordinance as if copied herein in their entirety. SECTION 2. AMENDMENT AND ADOPTION That the GF Capital Projects budget for the fiscal year ending September 30, 2022 heretofore previously adopted by Ordinance 2021-2447 duly enacted by the City Council of the City of The Colony on the 7th day of September, 2021, be and is hereby amended as set forth herein, which 183 2 amendment is hereby, in all respects, finally approved and adopted as so changed; and the same shall be hereby filed with the City Secretary of the City of The Colony. SECTION 3. BUDGET INCREASES That the 2021-22 GF Capital Projects budget is to be increased by an amount not to exceed $238,000. SECTION 4. CUMULATIVE CLAUSE This Ordinance shall be cumulative of all provisions of Ordinances of the City of The Colony, Texas except where the provisions of this Ordinance are in direct conflict with the provisions of such Ordinances, in which event the conflicting provisions of such Ordinances are hereby repealed. SECTION 5. SEVERABILITY CLAUSE It is hereby declared to be the intention of the City Council of The City of The Colony that the phrases, clauses, sentences, paragraphs, and sections of this Ordinance are severable, and if any phrase, clause, sentence, paragraph, or section of this Ordinance should be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs, or sections of this Ordinance, since the same would have been enacted by the City Council without incorporation in this Ordinance of any such unconstitutional phrase, clause, sentence, paragraph, or section. SECTION 6. SAVINGS CLAUSE All rights and remedies of the City of The Colony are expressly saved as to any and all violations of the provisions of any Ordinances affecting budgets, budget approval or adoption, which have accrued at the time of the effective date of this Ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such Ordinances, same shall not be affected by this Ordinance but may be prosecuted until final disposition by the courts. SECTION 7. EFFECTIVE DATE This Ordinance shall be in full force and effect from and after its date of passage. 184 3 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 7TH DAY OF DECEMBER 2021. __________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Tina Stewart, TRMC, CMC, City Secretary APPROVED AS TO FORM: Jeff Moore, City Attorney City of The Colony, Texas 185 Agenda Item No:5.5 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider approving the City Council meeting schedule for 2022. (Council) Suggested Action: Attachments: Council Meeting Dates - Schedule 2022.doc 186 2022 City Council Meeting Dates City of The Colony Council meetings are normally the 1st and 3rdTuesdays of each month. January 4 January 18 February 1 February 15 March 2 (LISD Spring Break March 14-18) March 15 (Cancelled) April 5 April 19 May 3 May 17 June 7 June 21 July 5 July 19 August 3 (Wed due to National Night Out Aug 2 nd) August 16 September 6 September 20 October 5 (Wed due to National Night Out Oct 4 th) October 18 November 1 November 15 December 6 December 20 This schedule is subject to change. Confirmation of dates is recommended during months with holidays. 187 Agenda Item No:5.6 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and elect Mayor Pro Tem and Deputy Mayor Pro Tem according to the Code of Ordinances, Chapter 2, Section 2-4 (b). (Council) Suggested Action: Attachments: 188 Agenda Item No:5.7 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number One Board of Directors. (Council) Suggested Action: Attachments: TIRZ #1.doc 189 Updated: December 2021 TAX INCREMENT REINVESTMENT ZONE NO. 1 TERM NAME PLACE ORIG.APPOINTMENT EXPIRES VACANT 1 12-22 Richard Boyer, Chair 2 2011 12-22 Troy Powell 3 2011 12-22 Tim Miller, Secretary 4 2011 12-22 Allen Harris, Treasurer 5 2011 12-22 Joel Marks 6 2011 12-21 Perry Schrag 7 2011 12-21 Commissioner Ron Marchant 8 2011 12-21 1029 W. Rosemeade Parkway County appoints Carrollton, TX 75007 Commissioner Barry Jordan 9 2018 12-21 1819 Addington Drive County appoints Carrollton, TX 75007 Terms: 2 years, staggered Members: 9 Designated area is Grandscape 190 Agenda Item No:5.8 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number One Board of Directors to serve as Chairman for a one-year term. (Council) Suggested Action: Attachments: Section 3 of Ordinance 2011-1926.pdf 191 192 Agenda Item No:5.9 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider making appointments to the Tax Increment Reinvestment Zone Number Two Board of Directors. (Council) Suggested Action: Attachments: TIRZ #2.doc 193 Updated November 2021 TAX INCREMENT REINVESTMENT ZONE NO. 2 NAME PLACE ORIG.APPOINT EXPIRES TERM Joe McCourry 1 12-13 12-21 Richard Boyer, Chair 2 12-13 12-21 Kirk Mikulec 3 12-13 12-21 Troy Powell 4 12-13 12-22 Tim Miller 5 12-13 12-22 Joel Marks, Secretary 6 12-13 12-22 David Terre 7 12-14 12-22 Kristian Teleki 8 12-13 12-21 320 W. Main Lewisville, TX 75057 . Kathy Cunningham 9 12-13 12-21 320 W. Main Lewisville, TX 75057 Terms: 2 years, staggered Members: 9 Created by Ord No. 2013-2034, December 3, 2013 Designated Area is The Tribute 194 Agenda Item No:5.10 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider appointing a member of the Tax Increment Reinvestment Zone Number Two Board of Directors as Chairman for a one year term. (Council) Suggested Action: Attachments: Section 3 of Ordinance 2013-2034.pdf 195 196 Agenda Item No:5.11 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider making appointments to the Local Development Corporation Board of Directors. (Council) Suggested Action: Attachments: LDC.doc 197 Updated November 2021 LOCAL DEVELOPMENT CORPORATION TERM NAME PLACE ORIG.APPOINTMENT EXPIRES VACANT 1 12-22 Richard Boyer, Chair 2 11-11 12-22 Brian Wade 3 12-16 12-22 Troy Powell, Treasurer 4 11-11 12-22 Tod Maurina 5 11-11 12-22 David Terre, Secretary 6 11-11 12-21 Kirk Mikulec, Vice-Pres. 7 11-11 12-21 Perry Schrag 8 11-11 12-21 Joel Marks 9 11-11 12-21 Terms: 2 years, staggered Members: 9 198 Agenda Item No:5.12 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider appointing a member of the Local Development Corporation Board of Directors to serve as Chairman for a one-year term. (Council) Suggested Action: Attachments: Article II Sec. I of Bylaws.pdf 199 200 201 Agenda Item No:5.13 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider making appointments to the Hotel Development Corporation Board of Directors. (Council) Suggested Action: Attachments: HDC.doc 202 Updated November 2021 HOTEL DEVELOPMENT CORPORATION TERM NAME PLACE ORIG.APPOINTMENT EXPIRES VACANT 1 12-22 Richard Boyer, Chair 2 01-21 12-22 Brian Wade 3 01-21 12-22 Troy Powell, Treasurer 4 01-21 12-22 Tim Miller 5 01-21 12-22 David Terre, Secretary 6 01-21 12-21 Kirk Mikulec – Vice Chair 7 01-21 12-21 Perry Schrag 8 01-21 12-21 Joel Marks 9 01-21 12-21 Terms: 2 years, staggered Members: 9 203 Agenda Item No:5.14 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider appointing a member to the Hotel Development Corporation Board of Directors to serve as Chairman for a one-year term. (Council) Suggested Action: Attachments: Article 1 Section 2 of Bylaws.pdf 204 ARTICLE I OFFICERS Section 1. Titles and Term of Office. The officers of the Corporation shall be a Chairperson/President, a Vice Chairperson/Vice President, a Secretary, a Treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except that the Chairperson shall not hold the office of Secretary. The Board, at its organizational meeting and annually thereafter, shall elect officers, excluding the Chairperson/President. All officers (other than the Chairperson) shall be subject to removal, with or without cause, at any time by a vote of a majority of the whole Board. A vacancy in the office of any officer (other than the Chairperson) shall be filled by the Board. Section 2. Powers and Duties of the Chairperson. The Chairperson shall be a member of the Board and shall preside at all meetings of the Board. He or she shall have such duties as are assigned by the Board. The Chairperson may call special or emergency meetings of the Board. Section 3. Powers and Duties of the Vice Chairperson. The Vice Chairperson shall be a member of the Board. The Vice Chairperson shall perform the duties and exercise the powers of the Chairperson upon the Chairperson's death, absence, disability, or resignation, or upon the Chairperson's inability to perform the duties of his or her office. Any action taken by the Vice Chairperson in the performance of the duties of the Chairperson shall be conclusive evidence of the absence or inability of the Chairperson to act at the time such action was taken. Section 4. Treasurer. The Treasurer shall have custody of all the funds and securities of the Corporation which come into his or her hands. When necessary or proper, he or she may endorse, on behalf of the Corporation, for collection, checks, notes and other obligations and shall deposit the same to the credit of the Corporation in such bank or banks or depositories as shall be designated in the manner prescribed by the Board; he or she may sign all receipts and vouchers for payments made to the Corporation, either alone or jointly with such other officer as is designated by the Board; whenever required by the Board; he or she shall enter or cause to be entered regularly in the books of the Corporation to be kept by him or her for that purpose full and accurate accounts of all moneys received and paid out on account of the Corporation; he or she shall perform all acts incident to the position of Treasurer subject to the control of the Board; and he or she shall, if required by the Board, give such bond for the faithful discharge of his or her duties in such form as the Board may require. The Treasurer of the Corporation need not be a member of the Board and may be an elected officer, an appointed officer, or an employee of the City. Section 5. Secretary. The Secretary shall keep the minutes of all meetings of the Board in books provided for that purpose; he or she shall attend to the giving and serving of all notices; in furtherance of the purposes of the Corporation and subject to the limitations contained in the Articles of Incorporation, he or she may sign with the Chairperson in the name of the Corporation and/or attest the signatures thereof, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation; he or she shall have charge of the Corporation's books, records, documents and instruments, except the books of account and financial records and securities of which the Treasurer shall have custody and charge, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open 205 to the inspection of any Director upon application at the office of the Corporation during business hours; and, he or she shall in general perform all duties incident to the office of Secretary subject to the control of the Board. Section 6. Officer's Reliance on Consultant Information. In the discharge of a duty imposed or power conferred on an officer of the Corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the Corporation or another person, that were prepared or presented by: (a) one or more other officers or employees of the Corporation, including members of the Board; or legal counsel, public accountants, the operator or the developer of the Project, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence 206 Agenda Item No:5.15 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider rescheduling or canceling the December 21, 2021 City Council meeting (Observance of Christmas) and provide direction to staff (Council) Suggested Action: Attachments: 207 Agenda Item No:5.16 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Discuss and consider making appointments to Council committees and appoint liaisons to the various Council appointed boards. (Council) Suggested Action: Attachments: 208 Agenda Item No:6.1 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: General Admin Item Type: Discussion Agenda Section: Subject: A. Council shall convene into a closed executive session pursuant to Section 551.071 of the Texas Government Code to seek legal advice from the city attorney regarding hotel project and Chapter 1205 declaratory judgment action concerning the City’s receipt of certain state tax revenues, including the state’s sales and use tax, hotel occupancy tax, mixed beverage taxes, and related matters. B. Council shall convene into a closed executive session pursuant to Section 551.072 of the Texas Government Code to deliberate the purchase, exchange, lease, or value of real property. C. Council shall convene into a closed executive session pursuant to Section 551.074 of the TEXAS GOVERNMENT CODE to deliberate the appointment, evaluation, reassignment, discipline, or dismissal of a Library Board member. Suggested Action: Attachments: 209 Agenda Item No:7.1 CITY COUNCIL Agenda Item Report Meeting Date: December 7, 2021 Submitted by: Tina Stewart Submitting Department: General Admin Item Type: Discussion Agenda Section: Subject: A. Any action as a result of executive session regarding hotel project and Chapter 1205 declaratory judgment action concerning the City’s receipt of certain state tax revenues, including the state’s sales and use tax, hotel occupancy tax, mixed beverage taxes, and related matters. B. Any action as a result of executive session regarding the purchase, exchange, lease, or value of real property. C. Any action as a result of executive session regarding the appointment, evaluation, reassignment, discipline, or dismissal of a Library Board member. Suggested Action: Attachments: 210