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HomeMy WebLinkAboutCity Packets - City Council - 10/15/2024 - RegularAgenda Item No:1.5 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Miscellaneous Agenda Section: Subject: Items of Community Interest Suggested Action: Attachments: 4 Agenda Item No:1.6 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Megan Charters Submitting Department: Library Item Type: Announcement Agenda Section: Subject: Receive presentation from the Library regarding upcoming events and activities. (Roseberry) Suggested Action: Attachments: 5 Agenda Item No:3.1 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: Council to provide direction to staff regarding future agenda items. (Council) Suggested Action: Attachments: 6 Agenda Item No:4.1 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Minutes Agenda Section: Subject: Consider approving City Council Regular Session meeting minutes from October 2, 2024. (Stewart) Suggested Action: Attachments: October 2, 2024 DRAFT Minutes.docx 7 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 OCTOBER 2, 2024 The Regular Session of the City Council of the City of The Colony, Texas, was called to order at 6:30 p.m. on the 2 nd day of October 2024, at City Hall, 6800 Main Street, The Colony, Texas, with the following roll call: Richard Boyer, Mayor Judy Ensweiler, Deputy Mayor Pro Tem Robyn Holtz, Councilmember Brian Wade, Councilmember Dan Rainey, Councilmember Perry Schrag, Mayor Pro Tem Joel Marks, Councilmember Present Present Present Present Present Present Present And with 7 councilmembers present a quorum was established and the following items were addressed: 1.0 ROUTINE ANNOUNCEMENTS, RECOGNITIONS and PROCLAMATIONS 1.1 Call to Order Mayor Boyer called the meeting to order at 6:30 p.m. 1.2 Invocation Pastor James Falola with New Covenant Baptist Church 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 Proclamation recognizing National Chiropractic Health Month. Mayor proclaimed the month of October 2024 as National Chiropractic Health Month. Dr. Andrew Oteo with Stonebridge Health Chiropractic accepted the proclamation. Councilman Wade arrived at 6:35 p.m. 1.6 Proclamation recognizing National Community Planning Month. Mayor proclaimed the month of October 2024 as Community Planning Month. Planning Director, Isaac Williams, accepted the proclamation. 8 City Council – Regular Meeting Agenda October 2, 2024 Page| 2 1.7 Items of Community Interest 1.7.1 Receive presentation from Parks and Recreation regarding upcoming events and activities. Community Services Director, Jackie Kopsa, provided upcoming events and activities to the Council. Mayor reminded everyone of two (2) events occurring this Saturday, October 5th, commemorating the 50th Anniversary of the first homes occupied in The Colony. 2.0 CITIZEN INPUT Mike Hennefer, 4265 Harvest Hill Road, Carrollton, Texas, solicited for the Council’s nomination for the Denton Central Appraisal District Board of Directors. He spoke on Breast Cancer Awareness month. He thanked Council members for their services. 3.0 WORK SESSION 3.1 Discuss adopting an ordinance prohibiting the delivery of unsolicited handbills. Deputy City Manager, Joe Perez and Councilman Rainey briefed Council on this item. City Attorney, Jeff Moore, provided an overview to Council. Council provided discussion on this item. After discussion, City Attorney, Jeff Moore stated that he‘d bring something back for the Council’s review. 3.2 Council to provide direction to staff regarding future agenda items. None 4.0 CONSENT AGENDA Motion to approve all items from the Consent Agenda- Marks; second by Ensweiler, motion carried with all ayes. 4.1 Consider approving City Council Regular Session meeting minutes from September 17, 2024. 5.0 REGULAR AGENDA ITEMS 5.1 Discuss and consider approving a resolution casting the city’s votes for a nominee to serve on the Denton Central Appraisal District Board of Directors for a one-year or three-year term beginning January 1, 2025. 9 City Council – Regular Meeting Agenda October 2, 2024 Page| 3 Council provided discussion on this item. Motion to approve the nomination of Mike Hennefer, Ray Martin and Rob Altman– Ensweiler; second by Rainey, motion carried with all ayes. RESOLUTION NO. 2024-069 Executive Session was convened at 7:20 p.m. 6.0 EXECUTIVE SESSION 6.1 A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). Regular Session was reconvened at 7:56 p.m. 7.0 EXECUTIVE SESSION ACTION 7.1 A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). Motion to authorize the City Attorney’s office to send a letter rescinding the City’s Economic Development incentive offer for the property located at the corner of South Colony and SH121- Wade; second by Ensweiler, motion carried with all ayes. ADJOURNMENT With there being no further business to discuss, the meeting adjourned at 7:58 p.m. APPROVED: __________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: _____________________________________ Tina Stewart, TRMC, CMC, City Secretary 10 Agenda Item No:4.2 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Megan Charters Submitting Department: Library Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the Mayor to execute an Interlocal Agreement with Denton County for Library Services (Roseberry). Suggested Action: Please sign and execute 4 copies and send to: Denton County Criminal District Attorney’s Office Civil – Division – Attn: Nancy West 1450 E. McKinney Street, Ste. 3100 Denton, Texas 76209 Attachments: 2024-2025 ICA Library Services - The Colony.pdf Exhibit A.pdf Res. 2024-xxx Library Services Interlocal Agreement with Denton County.doc 11 2024-2025 ICA-Library Agreement – The Colony Public Library Page 1 of 6 THE STATE OF TEXAS § § THE COLONY PUBLIC LIBRARY COUNTY OF DENTON § INTERLOCAL COOPERATION AGREEMENT FOR LIBRARY SERVICES THIS AGREEMENT is made and entered into by and between Denton County, Texas ("the COUNTY"), and the City of The Colony, Texas ("the MUNICIPALITY"), and has an effective date of October 1, 2024. WHEREAS, the COUNTY is a duly organized political subdivision of the State of Texas engaged in the administration of county government and related services for the benefit of the citizens of the COUNTY; and WHEREAS, the MUNICIPALITY is a duly organized municipality in Denton County, Texas, engaged in the provision of library and related services for the benefit of the citizens of the MUNICIPALITY; and WHEREAS, the COUNTY has requested, and the MUNICIPALITY has agreed to provide library services for all residents of the COUNTY; and WHEREAS, the COUNTY and the MUNICIPALITY mutually desire to be subject to the provisions of Chapter 791 of the Texas Government Code, the Interlocal Cooperation Act, and Chapter 323 of the Texas Local Government Code, regarding County Libraries. NOW, THEREFORE, the COUNTY and the MUNICIPALITY, for the mutual consideration hereinafter stated, agree and understand as follows: I. The term of this Agreement shall be for the period from October 1, 2024, through September 30, 2025. II. For the purposes and consideration herein stated and contemplated, the MUNICIPALITY shall provide library services for the residents of the COUNTY without regard to race, religion, color, age, disability or national origin. Upon proper proof of residence, by an individual in the COUNTY, the individual shall be entitled issuance of a library card, at no cost, to be used in connection with said library services. 12 2024-2025 ICA-Library Agreement – The Colony Public Library Page 2 of 6 The MUNICIPALITY shall develop and maintain through the Library one or more of the following programs of service: 1. Educational and reading incentive programs and materials for youth. 2.Functional literacy materials and/or tutoring programs for adults. 3.Job training/career development programs and/or materials for all ages. 4.Outreach services to eliminate barriers to library services. 5.Educational programs designed to enhance quality of life for adults. III. The COUNTY designates the County Judge to act on behalf of the COUNTY and serve as liaison officer for the COUNTY with and between the COUNTY and the MUNICIPALITY. The County Judge or his designated substitute shall insure the performance of all duties and obligations of the COUNTY herein stated and shall devote sufficient time and attention to the execution of said duties on behalf of the COUNTY in full compliance with the terms and conditions of this Agreement. The County Judge shall provide immediate and direct supervision of the COUNTY'S employees, agents, contractors, sub-contractors, or laborers, if any, in the furtherance of the purposes, terms and conditions of this Agreement for the mutual benefit of the COUNTY and the MUNICIPALITY. IV. The MUNICIPALITY shall designate Daniel Watkins to act on behalf of the MUNICIPALITY and to serve as liaison officer for the MUNICIPALITY with and between the MUNICIPALITY and the COUNTY to insure the performance of all duties and obligations of the MUNICIPALITY as herein stated and shall devote sufficient time and attention to the execution of said duties on behalf of the MUNICIPALITY in full compliance with the terms and conditions of this Agreement. _______Megan Charters___ shall provide management of the MUNICIPALITY'S employees, agents, contractors, sub-contractors, or laborers, if any, in the furtherance of the purposes, terms and conditions of this Agreement for the mutual benefit of the MUNICIPALITY and the COUNTY. The MUNICIPALITY shall provide the COUNTY with a copy of the annual report submitted to the Texas State Library and shall respond to the COUNTY'S annual questionnaire as documentation of the MUNICIPALITY’S expenditures and provision of service. 13 2024-2025 ICA-Library Agreement – The Colony Public Library Page 3 of 6 V. The MUNICIPALITY shall be solely responsible for all techniques, sequences, procedures and coordination of all work performed under the terms and conditions of this Agreement. The MUNICIPALITY shall insure, dedicate and devote the full time and attention of those employees necessary for the proper execution and completion of the duties and obligations of the MUNICIPALITY as stated in this Agreement and shall give all attention required for proper supervision and direction of their employees. VI. The MUNICIPALITY agrees that its established library shall assume the functions of a county library within Denton County, Texas, and to provide a librarian who meets the requirements of the MUNICIPALITY’S job description. VII. The COUNTY and the MUNICIPALITY agree and acknowledge that each entity is not an agent of the other entity and that each entity is responsible for its own acts, forbearance, negligence and deeds and for those of its agents or employees. This Agreement does not and shall not be construed to entitle either party or any of their respective employees, if applicable, to any benefit, privilege or other amenities of employment applicable to the other party. The MUNICIPALITY understands and agrees that the MUNICIPALITY, its employees, servants, agents and representatives shall not represent themselves to be employees, servants, agents or representatives of the COUNTY. To the fullest extent permitted by law, the MUNICIPALITY agrees to hold harmless and indemnify the COUNTY from and against any and all claims and for all liability arising out of, resulting from or occurring in connection with the performance of the work hereunder, including but not limited to, any negligent act or omission of the MUNICIPALITY, its officers, agents or employees. The COUNTY and the MUNICIPALITY acknowledge and agree that the COUNTY does not waive any sovereign or governmental immunity available to the COUNTY under Texas law and does not waive any available defenses under Texas law. Nothing in this paragraph shall be construed to create or grant any rights, contractual or otherwise, in or to any third persons or entities. 14 2024-2025 ICA-Library Agreement – The Colony Public Library Page 4 of 6 VIII. This Agreement is not intended to extend the liability of the parties beyond that provided by law. Neither the MUNICIPALITY nor the COUNTY waives any immunity or defense that would otherwise be available to it against claims by third parties. IX. Any notice required by this Agreement shall be delivered, in writing, by either the COUNTY or the MUNICIPALITY to the following addresses: The address of the COUNTY is: Denton County Judge 1 Courthouse Drive, Suite 3100 Denton, Texas 76208 Telephone: 940-349-2820 The address of the MUNICIPALITY is: The Colony Public Library c/o City of The Colony, Texas 6800 Main Street The Colony, Texas 75056 Attention: City Manger Telephone: 972-624-3184 X. For the full performance of the services above stated, the COUNTY agrees to pay the MUNICIPALITY fees as described herein from current revenues available for such payment. The COUNTY shall pay the MUNICIPALITY fees in the amount of FORTY TWO THOUSAND SIX HUNDRED AND NO/100 DOLLARS ($42,600.00), based upon North Central Texas Council of Governments service population allocation figures provided to the COUNTY by the Library Advisory Board, payable annually to the MUNICIPALITY commencing on or about October 1, 2024. The Allocation chart setting forth said figures is attached hereto and incorporated herein for all intents and purposes as Exhibit “A.” In addition, the COUNTY agrees to pay the MUNICIPALITY an amount not to exceed TEN THOUSAND AND NO/100 DOLLARS ($10,000.00) in matching funds upon the following conditions: 1. The MUNICIPALITY shall attempt to secure funding from sources other than the COUNTY. 2. Upon receipt of additional funding, the MUNICIPALITY shall provide proof of the receipt of such funds to the Denton County Auditor on an annual basis. 3. The COUNTY shall match the MUNICIPALITY'S additional funding in an amount not to exceed $10,000.00. 15 2024-2025 ICA-Library Agreement – The Colony Public Library Page 5 of 6 4. Payment by the COUNTY to the MUNICIPALITY shall be made in accordance with the normal and customary processes and business procedures of the COUNTY and payment shall be satisfied from current revenues of the COUNTY. All funding by the COUNTY to the MUNICIPALITY is subject to the condition that the MUNICIPALITY shall have in place technology protection measures (commonly referred to as “filters”) with respect to any computers used by the public that have Internet access which are designed to block access through such computers to visual depictions that are (1) obscene, as defined by Section 43.21 of the Texas Penal Code, or (2) contain pornography. The technology protection measures shall be in compliance with the Children’s Internet Protection Act. The MUNICIPALITY hereby certifies that its libraries have either installed and are using the required technology protection measures during use of its computers that have Internet access by the public at the present time or will have such protection measures in place and operational by October 1, 2024. XI. This Agreement may be terminated, at any time, by either party by giving sixty (60) days advance written notice to the other party. In the event of such termination by either party, the MUNICIPALITY shall be compensated pro rata for all services performed to the termination date, together with reimbursable expenses then due and as authorized by this Agreement. In the event of such termination, should the MUNICIPALITY be overcompensated on a pro rata basis for all services performed to the termination date or be overcompensated for reimbursable expenses as authorized by this Agreement, the COUNTY shall be reimbursed pro rata for all such overcompensation. Acceptance of such reimbursement shall not constitute a waiver of any claim that may otherwise arise out of this Agreement. XII. This Agreement represents the entire integrated Agreement between the MUNICIPALITY and the COUNTY and supersedes all prior negotiations, representations and/or Agreements, either oral or written. This Agreement may be amended only by written instrument signed by both the MUNICIPALITY and the COUNTY. 16 2024-2025 ICA-Library Agreement – The Colony Public Library Page 6 of 6 XIII. The validity of this Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. Further, this Agreement shall be performable and all compensation payable in Denton County, Texas. XIV. In the event any portion of this Agreement shall be found to be contrary to law it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the fullest extent possible. XV. The undersigned officers and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto and each party hereby certifies to the other that any necessary orders or resolutions extending said authority have been duly passed and are now in full force and effect. EXECUTED this __________ day of __________, 20____. DENTON COUNTY, TEXAS CITY OF THE COLONY, TEXAS By: ____________________________ By: Andy Eads, County Judge Name: Denton County, Texas Title: ATTEST: ATTEST: By: By: Denton County Clerk City Secretary AUDITOR’S CERTIFICATE I hereby certify that funds are available in the amount of $ to accomplish and pay the obligation of Denton County under this Agreement. Denton County Auditor 17 PER CAPITA:0.338302$ MATCHING:10,000.00$ DENTON COUNTY POPULATION:1,036,720 POPULATION OF CITIES WITH LIBRARIES 385,918 REMAINING POPULATION 650,802 TOTAL CITY COUNTY PER CAPITA MATCHING TOTAL ROUNDED LIBRARY POP POP allocation ALLOCATION FUNDS AUBREY 63,184 23,520 39,664 21,375$ 10,000$ 31,375$ 31,400$ FLOWER MOUND 212,065 78,941 133,124 71,742$ -$ 71,742$ 71,800$ JUSTIN 17,886 6,658 11,228 6,051$ 10,000$ 16,051$ 16,100$ KRUM 17,652 6,571 11,081 5,972$ 10,000$ 15,972$ 16,000$ LEWISVILLE 365,363 136,006 229,357 123,603$ -$ 123,603$ 123,700$ LITTLE ELM 156,264 58,169 98,095 52,864$ 10,000$ 62,864$ 62,900$ PILOT POINT 16,164 6,017 10,147 5,468$ 10,000$ 15,468$ 15,500$ PONDER 8,196 3,051 5,145 2,773$ 10,000$ 12,773$ 12,800$ ROANOKE 27,205 10,127 17,078 9,203$ 10,000$ 19,203$ 19,300$ SANGER 27,054 10,071 16,983 9,153$ 10,000$ 19,153$ 19,200$ THE COLONY 125,687 46,787 78,900 42,520$ 10,000$ 52,520$ 52,600$ TOTAL 1,036,720 385,918 650,802 350,724$ 90,000$ 440,724$ 441,300$ Aubrey Population: Aubrey 9,187 Crossroads 1,997 Krugerville 1,978 Providence 10,358 Total 23,520 Ponder Population:2,851 Dish (Interlocal Agreement)200 Total 3,051 DENTON COUNTY LIBRARY'S FUNDING (FY 2025) 18 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - _________ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE MAYOR TO EXECUTE AN INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF THE COLONY AND DENTON COUNTY FOR THE PROVISION OF LIBRARYSERVICES TO THE RESIDENTS OF DENTON COUNTY AS PROVIDED IN ATTACHMENT “A”, WHICH IS ATTACHED HERETO AND INCORPORATED HEREIN; AND PROVIDING AN EFFECTIVE DATE. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1.That the Mayoris hereby authorized and empowered to execute an Interlocal Cooperation Agreement with Denton County for the provision of Library Services to the residents of Denton County as defined in the Agreement, which is attached hereto and incorporated herein by reference as Attachment “A”. Section 2.That a true and correct copy of the Interlocal Cooperation Agreement is attached hereto and incorporated herein. 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 THE 15TH DAY OF OCTOBER 2024. __________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: __________________________________________ Jeffrey L. Moore, City Attorney 19 Agenda Item No:4.3 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Molly Owczar Submitting Department: Customer Service Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to amend Zone 5 water utility rates in relation to the agreement between the City of Plano and the City of The Colony. (Owczar) Suggested Action: Attachments: planoColony Water Increase Letter9-20-2024.pdf plano zone 5 water rates for council.pdf plano water zone 5 map.docx Res. 2024-xxx Amendment of Zone 5 water utility rates.doc 20 21 2,001-15,000 6.55 2,001-15,000 9.31 15,00-25,000 7.86 15,00-25,000 11.13 25,001-40,000 8.32 25,001-40,000 11.79 40,001 and over 8.94 40,001 and over 12.80 Zone 5 Proposed Commodity Rate Zone 5 Proposed Commodity Rate 2,001-15,000 7.06 2,001-15,000 9.82 15,00-25,000 8.37 15,00-25,000 11.64 25,001-40,000 8.83 25,001-40,000 12.30 40,001 and over 9.45 40,001 and over 13.31 Inside City Limits Outside City Limits Zone 5 Current Commodity Rate Zone 5 Current Commodity Rate 22 23 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - ______ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AMENDING RESOLUTION NO. 2024-066 ADOPTION OF THE MASTER FEE SCHEDULE, BY AMENDING THE ZONE 5 WATER UTILITY RATES IN RELATION TO THE AGREEMENT BETWEEN THE CITY OF PLANO AND THE CITY OF THE COLONY; PROVIDING A REPEALING CLAUSE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, on July 13, 1998 the City of The Colony entered into an agreement with the City of Plano to provide potable water service to a portion of the City of The Colony; and WHEREAS,per the agreement and under Section II(B)(1), the City of The Colony agrees to pay the City of Plano the rate of one and one-tenth (1.1) the amount Plano pays for its water from North Texas Municipal Water District (NTMWD) based on one thousand gallons of water. WHEREAS,as of October 1, 2024, the new rate for the City of The Colony will be $4.24 per one thousand gallons of potable water; and WHEREAS, the City of The Colony adopted the Master Fee Schedule for Fiscal Year 2024-2025 by Resolution No. 2024-066, passed and approved on the 3 rd day of September 2024; and WHEREAS, the City desires to amend the 2024-2025 Master Fee Schedule, providing for new fees and fee amendments for the City; and NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1. Resolution No. 2024-066, as amended to reflect the updated Zone 5 water utility rates, be incorporated as the Master Fee Schedule. Section 2. That all provisions of any resolution of the City Council of the City of The Colony in conflict with the provisions of this resolution be, and the same are hereby, repealed, and all other provisions not in conflict with the provisions of this resolution shall remain in full force and effect. Section 3. That 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 15TH DAY OF OCTOBER 2024. 24 _____________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: __________________________________________ Jeffrey L. Moore, City Attorney 25 Agenda Item No:4.4 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Jay Goodson Submitting Department: Police Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order to Axon Enterprise, Inc. in the amount of $65,000.00 for the replacement of 2 WatchGuard interview room systems utilizing Buy Board #698-23. (Goodson) Suggested Action: Attachments: Res. 2024-xxx Axon Enterprises Inc.rtf 26 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024- _________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO AXON ENTERPRISES, INC. FOR THE REPLACEMENT OF 2 WATCHGUARD INTERVIEW ROOM SYSTEMS UTILIZING THE BUYBOARD CONTRACT #698-23; AND 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 issue a purchase order in the amount of $65,000.00 to Axon Enterprises Inc. for the replacement of 2 WatchGuard interview room systems utilizing the buyboard contract #698-23. Section 2. That the City Manager or his designee are authorized to issue said purchase order. 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 15TH DAY OF OCTOBER 2024. _____________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: __________________________________________ Jeffrey L. Moore, City Attorney 27 Agenda Item No:4.5 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Jay Goodson Submitting Department: Police Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order to Motorola Solutions in the amount of $249,091.15 for the replacement of portable radios through Contract DIR TSO-4101. (Goodson) Suggested Action: Attachments: Colony_PD_APX_N70s_QUOTE-2549509-1.pdf Res. 2024-xxx Motorola Solutions.docx 28  Billing Address: THE COLONY, CITY OF  4900 BLAIR OAKS  THE COLONY, TX 75056  US       Quote Date:03/04/2024 Expiration Date:11/22/2024 Quote Created By: Kyle Peirce Kyle.Peirce@ motorolasolutions.com End Customer: THE COLONY, CITY OF         Contract:  22918 - TX DIR TSO-4101   Summary: Any sales transaction resulting from Motorola's quote is based on and subject to the applicable Motorola Standard Terms and Conditions, notwithstanding terms and conditions on purchase orders or other Customer ordering documents. Motorola Standard Terms and Conditions are found at www.motorolasolutions.com/product-terms.  Line #   Item Number   APC   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price         APX™ N70    APX N70           1   H35UCT9PW8AN   0022   APX N70 7/800 MODEL 4.5 PORTABLE   35    $8,326.00   $6,077.98   $212,729.30      1a   QA09017AA   0022   ADD: LTE WITH ACTIVE SERVICE AT&T US*   35          1b   QA03399AK   0022   ADD: ENHANCED DATA   35          1c   H499KC   0022   ENH: SUBMERSIBLE (DELTA T)   35          1d   BD00001AA   0022   ADD: CORE BUNDLE   35          1e   H38DA   0022   ADD: SMARTZONE OPERATION   35          1f   Q806CH   0022   ADD: ASTRO DIGITAL CAI OPERATION   35          1g   QA00580BA   0022   ADD: TDMA OPERATION   35          1h   Q361CD   0022   ADD: P25 9600 BAUD TRUNKING   35          1i   QA09001AM   0022   ADD: WIFI CAPABILITY   35          1j   Q387CB   0022   ADD: MULTICAST VOTING SCAN   35          1k   QA09028AA   0022   ADD: VIQI VC RADIO OPERATION   35          1l   QA08853AA   0022   ADD: CPS ENABLEMENT*   35            QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 1   29  Line #   Item Number   APC   Description   Qty   Term   List Price   Sale Price   Ext. Sale Price      1m   BD00040AB   0022   PROVISIONING NON- FEDERAL BUNDLE   35          1n   G996AU   0022   ADD: PROGRAMMING OVER P25 (OTAP)   35          1o   Q53BF   0022   ADD: FRONT PANEL PROGRAMMING & CLONING   35          1p   QA09113AA   0022   ADD: BASELINE RELEASE SW   35          1q   Q629BD   0022   ENH: AES ENCRYPTION AND ADP   35          2   LSV01S03060A   0723   APX N70 DMS ESSENTIAL   35   3 YEARS   $205.92   $205.92   $7,207.20      3   SSV01S01406A   0712   SMARTCONNECT   35   1 YEAR   $144.00   $144.00   $5,040.00      4   PSV01S03059A   0700   APX NEXT PROVISIONING WITH CPS*   1    $0.00   $0.00   $0.00      5   PMNN4816A   0453   BATT IMPRES 2 LIION IP68 3200T   35    $225.50   $169.13   $5,919.55      6   PMPN4604A   0785   CHARGER,CHGR DESKTOP SINGLE UNIT IMPRES 2 EXT US   35    $207.14   $155.36   $5,437.60      7   PMMN4142A   0372   XVP730 REMOTE SPEAKER MICROPHONE NO CHANNEL KNOB, FOR APX N RADIOS   35    $486.00   $364.50   $12,757.50     Grand Total  $249,091.15(USD)   0 *Upfront costs include the cost of Hardware, Accessories and Implementation, where applicable.    Notes:   ●       Additional information is required for one or more items on the quote for an order.     Motorola's quote (Quote Number: ________________ Dated: ____________ ) is based on and subject to the terms andconditions of the valid and executed written contract between Customer and Motorola (the "UnderlyingAgreement") that authorizes Customer to purchase equipment and/or services or license software (collectively"Products"). If no Underlying Agreement exists between Motorola and Customer, then the following Motorola'sStandard Terms of use and Purchase Terms and Conditions govern the purchase of the Products which is foundat http://www.motorolasolutions.com/product-terms. The Parties hereby enter into this Agreement as of the Effective Date.     QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 2   30 Motorola Solutions, Inc.   Customer   By: ______________________________   By: ______________________________   Name: ___________________________    Name: ____________________________   Title: ____________________________   Title: ____________________________   Date: ____________________________   Date: ____________________________       ●      Unless otherwise noted, this quote excludes sales tax or other applicable taxes (such as Goods and ServicesTax, sales tax, Value Added Tax and other taxes of a similar nature). Any tax the customer is subject to will beadded to invoices.     QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Motorola Solutions, Inc.: 500 West Monroe, United States - 60661 ~ #: 36-1115800     Page 3   31 APX N70 PORTABLE RADIO SOLUTION DESCRIPTION OVERIVIEW   The APX N70 offers affordable, next generation communications for without compromising P25 interoperability or voice and data quality. It offers a durable design with “pick-up-and- go” functionality, optimizing ease-of-use and focused communications in almost all environments. DURABLE AND EASY TO USE  The APX N70 enhances operations with a full color transflective glass display with touch technology for easy operation with gloves on. The touchscreen includes a high velocity user interface with large touch targets, shallow menu hierarchy, home screen information at a glance, and access to integrated apps. Additionally, the N70 offers extended battery life, a shorter antenna, and Bluetooth compatibility with audio accessories, promoting efficient communications between first responders. ESSENTIAL AND SECURE P25 COMMUNICATIONS  The APX N70 is certified compliant with P25 standards and supports digital and analog trunking, FDMA and TDMA, and Integrated Voice and Data. P25 communications over the N70 are safe and secure–it offers software and hardware encryption, single- and multi key encryption, and P25 Authentication, protecting communications during daily operations.     Reliable Connectivity  Using the APX N70 lets first responders stay connected across disparate networks. It can be equipped with LTE, Wi-Fi®, Bluetooth®, and GPS features, bringing future-ready applications, services, and best-in-class connectivity to everyday users. APX N70 radios support 7/800 MHz frequency bands across radio systems with minimal intervention by the radio user.   Managing and Provisioning Devices   APN N70 provides users greater awareness and faster radio management through Customer Programming Software (“CPS”), Radio Management (“RM”), or the Radio Central programming. These tools transform accurate data into smarter action by enabling dispatchers and network managers to keep radios in the field, make informed operational decisions, and, above all, protect first responders' focus and safety.  Customer Programming Service   CPS is a proprietary, Windows-based application used to configure APX subscriber radios in offline situations. The CPS application offers drag-and-drop, clone-wizard, and basic import/export functions that allow for the addition of new      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 4   32 software and feature enhancements. APX N radios can be programmed one-at-a-time on a local PC, via secure USB port connection, with TLS-PSK based encryption. Once loaded, subscriber radios are read, and edited, and copdeplugs and templates can be saved and duplicated to program other fleet radios.  Radio Management   Batch Programming is available through the RM software for simultaneous programming and upgrading throughout the radio fleet. With Batch Programming, up to 16 radios can be programmed at once over a Wi-Fi connection. This reduces programming time and ensures that the radio fleet is always up-to-date and ready-to-use in the field.   Device Management Services  Device Management Services (“DMS”) packages provide programming, management, and maintenance services to maximize the effectiveness of this APX N70 solution, while reducing maintenance risk, workload, and total cost of ownership. DMS tackles a range of customer needs, whether the solution is self-maintained or managed by Motorola Solutions.  Using Motorola Solutions’ cloud-based Radio Central Programming, APX N70 supports faster provisioning and deployment to get devices in the hands of first responders and out into the field. Parameters such as talk groups, interface options, and security keys can be programmed remotely within minutes. The DMS package provides access to batch programming with Radio Central Programming or one-at-a-time basic programming with Customer Programming Service, described below.  Radio Central  Radio Central Programming streamlines the APX N70 out-of-the-box experience with a few simple steps. Users will power on the device and view a boot-up animation. Status bar icons on the front display indicate when a connection is made and an update download is initiated. If the APN N70 device is being started for the first time, a “peek-in” device management notification will indicate that the default configuration is detected. When the update download is complete, the device reboots and installs the update. When the install is complete, the device goes back to the full home screen and notifies the user that the update is complete. From power on to provisioning, the process takes less than a minute. For Encryption and Authentication users, a KVL needs to be connected to the radio to use those services.  APX N70 also features Touchless Key Provisioning (“TKP”), leveraging Radio Central and Key Management Facility to add encryption keys remotely. This streamlined, one-time process reduces the time and effort spent enabling encryption. TKP delivers the initial encryption keys to APN N70 radios. Users can provision encryption on one radio or on batches of radios, further speeding up the encryption process for radio fleets.  The figure below illustrates APX N70’s faster provisioning process.      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 5   33      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 6   34 APX N-SERIES DEVICE MANAGEMENT SERVICES - ESSENTIAL STATEMENT OF WORK OVERVIEW  Device Management Servces (“DMS”) efficiently maintains the Customer’s device fleet while helping to keep devices up-to-date and fully operational in the field.  DMS Essential services provide basic hardware and software support.  This Statement of Work (“SOW”), including all of its subsections and attachments is an integral part of the applicable agreement (“Agreement”) between Motorola Solutions, Inc. (“Motorola Solutions”) and Customer (“Customer”).   In the event of a conflict between the terms and conditions of the Agreement and the terms and conditions of this SOW, this SOW will control as to the inconsistency only. The SOW applies to the device specifically named in the Agreement.  HARDWAREREPAIR   Hardware Repair provides repair coverage for internal and external device components that do not work in accordance with published specifications. Repair services are performed at a Motorola Solutions-operated or supervised facility. The device will be repaired to bring it to compliance with its specifications, as published by Motorola Solutions at the time of delivery of the original device.  For malfunctioning devices that must be replaced, Motorola Solutions will attempt to read the codeplugs from those devices. If successful, Motorola Solutions will load the codeplug to any replacement devices. If not, Motorola Solutions will load a factory codeplug, and the Customer will need to load the previous codeplug.  Motorola Solutions will load factory available firmware to any replacement devices, which may not match the Customer’s firmware version.  MOTOROLA SOLUTIONS RESPONSIBILITIES •Repair or replace malfunctioning device, as determined by Motorola Solutions. •Complete repair or replacement with a turnaround time of five business days in-house, provided the device is delivered to the repair center by 9:00 a.m. (local repair center time). Turnaround time represents thetime a product spends in the repair process, and does not include time in transit to and from the Customer’s site. Business days do not include US holidays or weekends. •If applicable, apply periodically-released device updates, in accordance with an Engineering Change Notice. •Provide two-way air shipping when a supported Motorola Solutions electronic system, such as MyView Portal, is used to initiate a repair. A shipping label will be generated via the electronic system.  CUSTOMER RESPONSIBILITIES •For non-contiguous renewals, Customer must provide a complete list, preferably in electronic format, of all hardware serial numbers to be covered under the Agreement to Motorola Solutions. •Initiate device repairs, as needed. •When initiating a repair via a supported Motorola Solutions electronic system, label each package correctly with the shipping label and Return Material Authorization (“RMA”) number generated by the electronic system. •When initiating a repair via paper Return Material Form (“RMF”), the RMF must be completed for each device, included in the package with the device, and shipped to the Motorola Solutions depot specified on the RMF.      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 7   35 •Remove any data or other information from the device that the Customer wishes to destroy or retain prior to sending the device for repair. •If a malfunctioning device must be replaced and the Customer has loaded information for that device to Motorola Solutions’ cloud environment, the Customer will need to remove the information for the malfunctioning device and add information for the replacement device to the applicable cloud environment.  LIMITATIONS AND EXCLUSIONS  The Customer will incur additional charges at the prevailing rates for any activities that are not included or are specifically excluded from this service scope, as described below. Motorola Solutions will notify the Customer and provide a quotation of any incremental charges related to such exclusions prior to completing the repair and said repair will be subject to Customer’s acceptance of the quotation. •Replacement of consumable parts or accessories, as defined by product, including but not limited to batteries, cables, and carrying cases. •Repair of problems caused by: •Natural or manmade disasters, including but not limited to internal or external damage resulting from fire, theft, and floods. •Third-party software, accessories, or peripherals not approved in writing by Motorola Solutions for use with the device. •Using the device outside of the product’s operational and environmental specifications, including improper handling, carelessness, or reckless use. •Unauthorized alterations or attempted repair, or repair by a third party. •Non-remedial work, including but not limited to administration and operator procedures, reprogramming, and operator or user training. •Problem determination and/or work performed to repair or resolve issues with non-covered products. For example, any hardware or software products not specifically listed on the service order form are excluded from service. •File backup or restoration. •Completion and test of incomplete application programming or system integration if not performed by Motorola Solutions and specifically listed as covered. •Accidental damage, chemical or liquid damage, or other damage caused outside of normal device operating specifications, except if optional Accidental Damage Coverage was purchased. •Cosmetic imperfections that do not affect the functionality of the device. •Software support for unauthorized modifications or other misuse of the device software is not covered.   Motorola Solutions is not obligated to provide support for any device that has been subject to the following: •Repaired, tampered with, altered or modified (including the unauthorized installation of any software) — except by Motorola Solutions authorized service personnel. •Subjected to unusual physical or electrical stress, abuse, or forces or exposure beyond normal use within the specified operational and environmental parameters set forth in the applicable product specification. •If the Customer fails to comply with the obligations contained in the Agreement, the applicable software license agreement, and Motorola Solutions terms and conditions of service. DEVICETECHNICALSUPPORT  Motorola Solutions’ Device Technical Support service provides telephone consultation for device and accessory issues. Support is delivered through the Motorola Solutions Centralized Managed Support Operations (“CMSO”) organization by a staff of technical support specialists.  For Device Technical Support, Motorola Solutions will respond to calls within two (2) hours during the support days. Support hours are 7 a.m. to 7 p.m. CST Monday through Friday, excluding US holidays. In addition, Customers may      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 8   36 contact the Call Management Center (800-MSI-HELP) at any time (24 hours a day, seven days a week) and a Motorola Solutions representative will log a technical request in Motorola Solutions Case Management System on the Customer’s behalf.  MOTOROLA SOLUTIONS RESPONSIBILITIES  •Provide technical support for devices, assessing and troubleshooting reported issues. •Receive and log Customer support requests, and assign a technical representative to respond to a Customer incident per the defined timeframes.  CUSTOMER RESPONSIBILITIES  •Use the provided methods to contact Motorola Solutions technical support. •Provide sufficient information to allow Motorola Solutions technical support agents to diagnose and resolve Customer issues. •Provide contact information for field service technicians in the event that Motorola Solutions has to follow up.   LIMITATIONS AND EXCLUSIONS  •Device support does not include Land Mobile Radio (“LMR”) network, Wi-Fi, and LTE network troubleshooting.   Software Maintenance    Motorola Solutions is continually developing new features and functionality for our portfolio of public-safety-grade radios. By purchasing software maintenance, the Customer can take advantage of these firmware releases and future-proof their communications investment.   MOTOROLA SOLUTIONS RESPONSIBILITIES  •Test all firmware releases to minimize software defects. •Announce new firmware releases and post release notes in a timely manner via MyView Portal. •Provide firmware updates. Motorola Solutions makes no guarantees as to the frequency or timing of firmware updates. •Provide upgrade capability through supported Programming Tools. •Provide programming and service tools and technical support through the firmware support window. •Provide documentation via MyView Portal with each release detailing new features, bug fixes, and any known issues. CUSTOMER RESPONSIBILITIES   •Periodically check MyView Portal for firmware update announcements. •Keep the radio fleet updated with firmware versions within the support window.  MyView Portal Access   MyView Portal is the single location to track the status of subscriptions and service contracts, including start and end dates. This portal includes order, RMA, and technical support ticket status, as well as a consolidated download site for software and documentation.  Outside of pre-announced maintenance periods, MyView Portal will be available on a best effort 24/7 basis. Motorola Solutions cannot guarantee the availability of Internet networks outside of our control.      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 9   37   MOTOROLA SOLUTIONS RESPONSIBILITIES  •Provide a web accessible, secure portal to view the Customer’s data. •Provide the Customer with login credentials for the site. •Provide end-user training for the site. •Provide technical support to answer end user questions between the hours of 8 a.m. to 5 p.m. CST Monday through Friday, excluding US holidays. •Keep the site updated with the latest Customer information.  CUSTOMER RESPONSIBILITIES  •Provide Motorola Solutions with contact information for administrative users. •Administer user access. •Provide Internet access for users to access the site. •Attend available MyView Portal training. •Protect login information against unauthorized use. •Provide Motorola Solutions with updated equipment information, as needed.      QUOTE-254950935 APX N70s     Any sales transaction following Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists betweenMotorola and Customer, then Motorola's Standard Terms of Use and Motorola's Standard Terms and Conditions of Sales and Supply shall govern the purchase of the Products.  Page 10   38 Motorola Confidential Propritary Subscription Services Addendum Exhibit A: FirstNet and AT&T Service Terms Public Safety Entity (“Customer”) Responsibilities for access to and use of “First Net” Service as provided by AT&T General. The Customer is responsible for complying with AT&T Acceptable Use Policy found at att.com/aup and applicable AT&T Service Guides found at att.com/servicepublications. Privacy. The Customer is responsible for complying with all applicable privacy laws. The Customer is responsible for obtaining consent from and giving notice to its Users regarding Motorola’s and AT&T’s collection and use of User information in connection with a Service. The Customer will only make accessible or provide Personal Data to Motorola and AT&T when it has the legal authority to do so. User Eligibility. The Customer shall verify, or assist Motorola and AT&T in verifying, as stated below, the eligibility of its Users to use the Service. The Customer is required to verify and confirm that its Users are authorized and eligible to use Service. The Customer must perform periodic audits on a regular, but not less than once per year, basis to identify any individuals who are no longer eligible for Service. The Customer must produce such information as may be requested through AT&T by the FirstNet Authority and the United States Government to verify eligibility of its users. Limitations on the Service. THE CUSTOMER ACKNOWLEDGES THAT SERVICE IS MADE AVAILABLE ONLY WITHIN THE OPERATING RANGE OF THE NETWORKS. SERVICE MAY BE TEMPORARILY REFUSED, INTERRUPTED, OR LIMITED BECAUSE OF: (A) FACILITIES LIMITATIONS; (B) TRANSMISSION LIMITATIONS CAUSED BY ATMOSPHERIC, TERRAIN, OTHER NATURAL OR ARTIFICIAL CONDITIONS ADVERSELY AFFECTING TRANSMISSION, WEAK BATTERIES, SYSTEM OVERCAPACITY, MOVEMENT OUTSIDE A SERVICE AREA OR GAPS IN COVERAGE IN A SERVICE AREA AND OTHER CAUSES REASONABLY OUTSIDE OF MOTOROLA OR AT&T’S CONTROL SUCH AS, BUT NOT LIMITED TO, INTENTIONAL OR NEGLIGENT ACTS OF THIRD PARTIES THAT DAMAGE OR IMPAIR THE NETWORK OR DISRUPT SERVICE; OR (C) EQUIPMENT MODIFICATIONS, UPGRADES, RELOCATIONS, REPAIRS, AND OTHER SIMILAR ACTIVITIES NECESSARY FOR THE PROPER OR IMPROVED OPERATION OF SERVICE. Limitations on Service of Carrier Partners. CARRIER PARTNER NETWORKS ARE MADE AVAILABLE AS-IS AND MOTOROLA AND AT&T MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE AVAILABILITY OR QUALITY OF ROAMING SERVICE PROVIDED BY CARRIER PARTNERS, AND MOTOROLA AND AT&T WILL NOT BE LIABLE IN ANY CAPACITY FOR ANY ERRORS, OUTAGES, OR FAILURES OF CARRIER PARTNER NETWORKS. ROAMING ON CARRIER PARTNER NETWORKS OUTSIDE THE FIRSTNET SERVICE AREA (IF ANY) SHALL BE AVAILABLE AS DESCRIBIED IN THE SERVICE GUIDE. User Disclosures. THE CUSTOMER UNDERSTANDS AND AGREES THAT IT: (1) HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS SERVICE CARRIER; (2) IS NOT A THIRD PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN [CUSTOMER] AND THE UNDERLYING CARRIER; (3) THAT THE UNDERLYING CARRIER HAS NO LIABILITY OF ANY KIND TO [USER], WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE; AND (4) THAT DATA TRANSMISSIONS AND MESSAGES MAY BE DELAYED, DELETED OR NOT DELIVERED, AND 911 OR SIMILAR EMERGENCY CALLS MAY NOT BE COMPLETED Medical Devices (FDA and HIPAA Responsibilities). The Customer shall be responsible for FDA compliance as a “distributor” of the Device to its users. Except as necessary to provide the Service to the Customer, The Customer shall not convey any protected health information (“PHI”) to AT&T, as that term is defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and the Health Information Technology for Economic and Clinical Health (“HITECH”) Act regulations. Motorola and/or AT&T shall not function as the Customer’s business associate in rendering the Services; such Services will be limited to providing conduit or mere data transmission services to the Customer in accordance with guidance on the “conduit exception” under HIPAA. Each Party shall bear its own costs associated with regulatory compliance. Audits. Customer may be subject to occasional audits by AT&T or its agents to verify compliance with this Exhibit A. 39 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - ______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO MOTOROLA SOLUTIONS FOR THE REPLACEMENT OF PORTABLE RADIOS; AND PROVIDING AN EFFECTIVE DATE. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to issue a purchase order to Motorola Solutions in the amount of $249,091.15 for the replacement of portable radios through Contract DIR-TSO-4101. Section 2. That the City Manager and/or his designee are authorized to issue said purchase order. Section 3.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 15TH DAY OF OCTOBER 2024. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: __________________________________________ Jeffrey L. Moore, City Attorney 40 Agenda Item No:4.6 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Matthew Winnett Submitting Department: Police Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order to Galls LLC in the amount of $140,000.00 for the purchase of Police Department uniforms. (Winnett) Suggested Action: Attachments: Res. 2024-xxx Galls LLC.docx 41 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - ________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO GALLS LLC FOR THE PURCHASE OF POLICE DEPARTMENT UNIFORMS; AND PROVIDING AN EFFECTIVE DATE. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to issue a purchase order to Galls LLC in the amount of $140,000.00 for the purchase of Police Department uniforms. Section 2. That the City Manager and/or his designee are authorized to issue said purchase order. Section 3.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 15th DAY OF OCTOBER 2024. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: ___________________________________________ Jeffrey L. Moore, City Attorney 42 Agenda Item No:4.7 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Jason Bonds Submitting Department: Fire Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to issue a purchase order to Got You covered Uniforms in the amount of $90,000.00 for the purchase of Fire Department uniforms (Bonds) Suggested Action: This will be an open purchase order for the purchase of uniforms throughout the 2024-25 budget year for Fire Department personnel. Attachments: Res. 2024-xxx Got You Covered Uniforms.docx 43 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - ______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO GOT YOU COVERED UNIFORMS FOR THE PURCHASE OF FIRE DEPARTMENT UNIFORMS; AND PROVIDING AN EFFECTIVE DATE. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to issue a purchase order to Got You Covered Uniforms in the amount of $90,000.00for the purchase of Fire Department uniforms. Section 2. That the City Manager and/or his designee are authorized to issue said purchase order. Section 3.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 15th DAY OF OCTOBER 2024. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: __________________________________________ Jeffrey L. Moore, City Attorney 44 Agenda Item No:4.8 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Calvin Lehmann Submitting Department: Parks & Recreation Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute a Professional Services Agreement with Parkhill, to provide an Athletic Facilities Assessment for five City Park locations in an amount not to exceed $71,250.00. (Lehmann) Suggested Action: Background: Parkhill provided us with a proposal for services to perform an assessment of our athletic field complexes. The assessment will consist of five park sites: Bridges Park, Turner Soccer Complex, the baseball and softball complex, BB Owens, and Camey Soccer Complex. The focus of the assessment will be on accessibility, amenities, and field conditions. The results of the assessment will be used to identify needed improvements, develop budgets and allow us to prioritize projects accordingly. Attachments: 43068.23-The_Colony-Agreement.pdf Res. 2024-xxx Parkhill.doc 45 October 8, 2024 Ms. Jackie Kopsa Community Services Director The City of The Colony 5151 North Colony Boulevard The Colony, TX 75056 RE: Agreement for Professional Services for The Colony Parks Athletic Fields Assessments Project Address: 5 Park Locations Dear Ms. Kopsa: Parkhill (A/E) is pleased to have the opportunity to provide Landscape Architectural services to The City of The Colony (CLIENT) for The Colony Parks Athletic Fields Assessments (Project). We understand the Basic Services (Scope of Work) you require to be: Task 1 Site Visits and Assessment 1. The A/E will visit each site and perform on-site observations of the facilities in place. Included in the observations will be the following:  The Park sites include Bridges Park, Turner Soccer Complex, The Colony Baseball and Softball Complex, BB Owen Softball Complex, and Camey Soccer Complex. Condition of parking areas to identify parking paving type as well as the number of spaces or an estimation of the number of parking spaces if the spaces are not delineated.  Accessible parking availability as well as accessible routes from both vehicular parking areas as well as pedestrian sidewalks in the public right-of-way.  Seating and spectator areas for the recreation fields. Type and condition of seating including an approximation of seating capacity. Availability of accessible seating.  Amenities for both spectators and athletes. Amenities shall include drinking fountains, shade structures, restrooms, concession buildings and storage buildings if they are currently on site. All will be evaluated for accessibility where applicable.  Recreation Field Conditions Including:  Fencing type, height, and condition.  Lighting type and condition including light level readings with hand-held light meters in critical locations to approximate current light levels as compared to the Illuminating Engineering Society levels for each type of play. Type and condition of seating or team areas for athletes including dugouts. Accessibility to these areas will be evaluated as well.  Irrigation observation. The general layout of the irrigation will be observed to determine type of heads used, approximate coverage, number of zones per recreation field and controller type. Heads will not be mapped, and irrigation audits will not be included.  Live turf observations to assess the general health and coverage of live turf grass fields in general. (should we replace Natural in lieu of Live?)  Play surface observations including skinned areas with conditioner and any other surfacing type. These surfaces will be evaluated for their current condition.  Any scoreboards will be evaluated for their model, type and general condition. 46 Ms. Jackie Kopsa Page 2 October 8, 2024 The City of The Colony Task 2 - Mapping and Quantitative Analysis  The A/E will provide a comprehensive assessment of the condition assessment keyed to maps of each location overlaid on current aerial imagery of each location at scale.  The maps will be to scale and show available information that may be included in the Denton County GIS database for the City of The Colony.  Approximate quantities of each element listed in Task 1 will be calculated from the scaled aerial images to provide for potential replacement budgets for each element as needed,  Any current deficiencies with accessibility on the site as per the Americans with Disability Acts and the Texas Accessibility Standards will be key noted on the site aerials as well. Task 3 – Meetings with City Staff and Stakeholders, Final Site Recommendations  The A/E will review their findings and map information with the City of The Colony to best ascertain what level of improvements are desired and what priorities they need to be given.  The A/E will meet with the existing two sports leagues at the direction of the City of The Colony to review the existing state of the facilities and gain stakeholder input on desired upgrades and service levels.  Once the final level of improvements is identified, conceptual plans will be overlaid on the aerial images to determine the size and scale of the improvements and develop budgets for each site and project. These projects will be itemized in such a way that a multi-year Capital Improvement Program can be put together to meet the funding availability of the Client.  Operational and management impacts will be evaluated for an order of magnitude planning indicator for both increased O&M needs as well as efficiencies that may be gained with new technology. Potential schedules maximizing the field use will also be prepared to give indicators of overall capacity for recreational field use as the improvements are completed. Services specifically excluded from our scope of services include, but are not limited to, the following:  Surveys and Geotechnical Reports.  Asbestos and Hazardous Materials Studies.  Third-party Independent Construction Inspection Services.  Construction Material Testing.  Texas Department of Health Demolition Notification.  Construction Observation Services.  Preparation of Construction Documents for more than one bid package.  Entitlement Services. A tentative schedule for submitting our work for review is as follows: Task 1 Site Visits and Assessment Upon Receipt of Notice to Proceed (Pending Immediate Schedule of the A/E at that time) Calendar Days: 21 Task 2 Mapping and Quantitative Analysis Upon Completion of Task 1 Calendar Days: 21 Task 3 Meetings with City Staff and Stakeholders, Final Site Recommendations Calendar Days: 30 Changes to the above schedule may become necessary due to changes in scope or other circumstances beyond A/E’s control. 47 Ms. Jackie Kopsa Page 3 October 8, 2024 The City of The Colony Our fees for the Basic Services described above will be based on a lump sum amount of $71,250.00 and will be billed on a percentage complete method. Services identified as Supplemental Services are in addition to Basic Services and will be billed using the A/E’s standard hourly rate schedule. Should the scope of services described above change during the Project, the lump sum amount will be adjusted either up or down by a mutually agreed upon amount or based on an hourly rate method using A/E’s standard hourly rate schedule. Optional supplemental services may include “fly-through” animations, video presentations, exterior and interior renderings (photo-realistic), printed brochures and fundraising collateral. These costs will be determined based on the desired level of presentation materials required and billed as reimbursable expenses. Invoices will be sent to: Ms. Jackie Kopsa Community Services Director The City of The Colony 5151 North Colony Boulevard The Colony, TX 75056 And Mr. Calvin Lehmann Park Development Manager The City of The Colony 5151 North Colony Boulevard The Colony, TX 75056 A/E will also send invoices via the email address jkopsa@thecolonytx.gov. and clehmann@thecolonytx.gov. Many issues such as the Americans with Disabilities Act (ADA), Texas Accessibility Standards (TAS) and hazardous materials are of great concern to both building owners and to landscape architects. The enclosed Standard Conditions (Exhibit A) gives a brief explanation of several of those issues and defines the roles and responsibilities for each party involved in this agreement. We will be glad to discuss these issues with you at your convenience. You may indicate your acceptance of this agreement and the Standard Conditions by returning one signed copy of this letter to our office. Unless another date is specified, we will consider receipt of the letter as authorization to proceed. 48 Ms. Jackie Kopsa Page 4 October 8, 2024 The City of The Colony We appreciate the opportunity to provide professional services to you and look forward to the successful completion of your project. If you have any questions, please do not hesitate to call us. Sincerely, PARKHILL (A/E) City of The Colony (CLIENT) By Signature: Michael Chad Davis, ASLA Firm Principal, Landscape Architect Name: Title: Date: MCD/ilc Enclosures: Exhibit A – Standard Conditions “The Texas Board of Architectural Examiners, P.O. Box 12337, Austin, Texas 78711-2337, (512) 305-9000, www.tbae.state.tx.us has jurisdiction over complaints regarding the professional practices of persons registered as landscape architects in Texas.” 49 EXHIBIT A STANDARD CONDITIONS: CLIENT and A/E agree to and accept the following terms and conditions pursuant to and as a part of the parties’ Agreement for Professional Services: ARTICLE 1. INVOICING AND SERVICES 1.1 INVOICING A/E shall submit invoices for services rendered on a monthly basis to CLIENT. Invoiced amounts are due and payable upon presentation and shall be considered past due if not paid within thirty (30) days of the due date. Past due amounts for invoices shall bear interest at one-and-one-half (1.5) percent (or the maximum rate allowable by law, whichever is less) of the past due amount per month, which shall be calculated from the invoice due date. If CLIENT fails to make payment to A/E in accordance with the payment terms herein, this shall constitute a material breach of this Agreement and shall be cause for termination of this Agreement by A/E. Payments for services rendered by A/E or for other fees or expenses required by this Agreement are due and payable, and the parties reserve all rights pursuant to Texas Government Code, Chapter 2251, commonly referred to as the Texas Prompt Payment Act. In addition, A/E and CLIENT shall be entitled to any other legal and equitable remedies allowed by applicable law. 1.2 SERVICES DURING CONSTRUCTION Except as expressly stated in the Scope of Work, A/E shall not, and shall not be responsible to supervise, direct or have control over the Work of CLIENT’s or Property Owner’s contractors, subcontractors or other service or material providers, including any designated general contractor of CLIENT or Property Owner or any subcontractors thereof (generally and collectively referred to as the “Contractors”) nor have any responsibility for the construction means, methods, techniques, sequences or procedures selected by the Contractors nor for the Contractors’ safety precautions or programs in connection with the Work. These above rights and responsibilities are solely those of and between CLIENT and the applicable Contractors. CLIENT agrees that A/E is not responsible for the jobsite condition or on-site worker safety, except as otherwise expressly stated in the Scope of Work. Except where prohibited by applicable law, A/E shall not be responsible for any acts or omissions of the Contractors, including any subcontractor, any entity performing any portions of the Work or any agents or employees of any of them. A/E does not guarantee the performance of any of the Contractors and shall not be responsible for the Contractors’ failure to perform their applicable work in accordance with the Contract Documents or any applicable laws, codes, rules or regulations. As used in these Standard Conditions, the term “Contract Documents” refers to the construction plans, specifications, work schedules, work conditions and other matters between CLIENT and/or the Property Owner and their respective Contractors for the build-out or construction services relating to the Project. A/E shall not be required to sign any document, no matter by whom requested, that would result in A/E having to certify, guarantee, or warrant the existence of conditions whose existence A/E cannot reasonably ascertain. CLIENT agrees not to make resolution of any dispute with A/E or payment of any amount due to A/E contingent upon A/E signing any such document. 1.3 ESTIMATES OR OPINIONS OF PROBABLE CONSTRUCTION COST In providing estimates or opinions of probable construction cost, CLIENT understands that A/E has no control over the cost or availability of labor, equipment or materials, or over market conditions or the Contractors’ methods of pricing, and that A/E’s estimates or opinions of probable construction costs are made on the basis of A/E’s professional judgment and experience. A/E makes no warranty, 50 express or implied, that the bids or the negotiated construction cost will not vary from A/E’s estimates or opinions of probable construction cost. 1.4 HAZARDOUS MATERIALS As used in this Agreement, the term hazardous materials shall mean any substances, including without limitation asbestos, toxic or hazardous waste, PCBs, combustible gases and materials, petroleum or radioactive materials (as each of these is defined in applicable federal statutes) or any other substances under any conditions and in such quantities as would pose a substantial danger to persons or property exposed to such substances at or near the project site. Both parties acknowledge that A/E’s scope of services does not include any services related to the presence of any hazardous or toxic materials. If A/E or any other person or entity involved in the project encounters any hazardous or toxic materials, or should it become known to A/E that such materials may be present on or about the jobsite or any adjacent areas that may affect the performance of A/E’s services, A/E may, at its sole option and without liability for consequential or any other damages, suspend performance of its services under this Agreement until CLIENT retains appropriate qualified consultants and/or Contractors to identify and abate or remove the hazardous or toxic materials and warrants that the jobsite is in full compliance with all applicable laws and regulations. 1.5 ACCESSIBILITY CLIENT acknowledges that the requirements of the Americans with Disabilities Act, as amended (ADA), and other federal, state and local accessibility laws, rules, codes, ordinances, and regulations will be subject to various and possibly contradictory interpretations. CLIENT further acknowledges that the ADA is a Civil Rights law and not a building code, and does not use prescriptive language. A/E, therefore, will use its reasonable professional efforts and judgment to interpret applicable accessibility requirements in effect as of the date of the execution of this Agreement, and as they apply to the Project. A/E, however, cannot and does not warrant or guarantee that CLIENT’s Project will comply with all interpretations of the accessibility requirements and/or the requirements of other federal, state and local laws, rules, codes, ordinances and regulations as they apply to the Project. CLIENT and A/E understand that, unless exempted by applicable law, the Project must be submitted to the Texas Department of Licensing and Regulations (TDLR) – Elimination of Architectural Barriers (EAB) Division for plan review for compliance with Texas Accessibility Standards (TAS) requirements. A/E will include in the design of the Project all changes that are the result of the TDLR plan review. After construction of the Project, TDLR requires an inspection of the Project for compliance confirmation. However, A/E cannot and does not warrant or guarantee that different rules and/or interpretation may be applied to CLIENT’s Project at the time of the final TDLR inspection. Compliance with changes required by the TDLR final inspection that were not mentioned in the TDLR plan review may be required, and any additional services to be performed by A/E in order to meet or address those requirements will be charged to and payable by CLIENT. 1.6 STANDARD OF CARE BY A/E AND LIMITED WARRANTY In providing services under this Agreement, A/E shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality. OTHERWISE, A/E MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO ITS PROFESSIONAL SERVICES RENDERED UNDER THIS AGREEMENT, AND ALL OTHER EXPRESS OR IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. CLIENT shall be responsible for all requirements and instructions that it provides to A/E pursuant to this Agreement, and for the accuracy and completeness of all programs, reports, data, and other information provided by CLIENT to A/E. A/E may use and rely upon such requirements, programs, instructions, reports, data, and information in performing or providing services under this Agreement, subject to any express limitations or reservations applicable to the provided items. 51 1.7 CLIENT RESPONSIBILITIES CLIENT will provide A/E with reasonable access to the work site. Unless specifically included in A/E’s Scope of Work, CLIENT will, at CLIENT’s expense, apply for and obtain applicable permits in a timely manner, provide all legal services in connection with the Project, and provide environmental impact reports and energy assessments, if and as needed or appropriate for A/E’s services. CLIENT shall pay the costs of checking and inspection fees, zoning application fees, soils engineering fees, testing fees, surveying fees, and all other fees, permits, bond premiums, and all other charges not specifically covered by the terms of this Agreement. Any such fee or expense approved by CLIENT and that is paid for by A/E shall be included in A/E’s invoice for amounts payable by CLIENT, and A/E may require advance payment before incurring the fee or expense. 1.8 OWNERSHIP OF DOCUMENTS AND DIGITAL DATA All reports, drawings, specifications, computer files, field data, notes, data on any form of digital data, and other records or documents prepared by A/E are deemed instruments of service (collectively the “Instruments of Service”) and shall remain the property of A/E. A/E shall retain a common law, statutory and other reserved rights, including copyrights, in and to all Instruments of Service and any derivative works thereof relating to the Project. A/E grants to CLIENT a nonexclusive, limited license to reproduce or use A/E’s Instruments of Service solely for the purpose of constructing, effecting, making improvements to, using and maintaining the Project; provided, however, this grant is made with the express understanding that A/E shall have been paid in full for the Services rendered hereunder. CLIENT shall not use the Instruments of Service for other projects without prior written agreement of A/E. CLIENT understands that the unauthorized use of Instruments of Service is prohibited, will be deemed a material breach of this Agreement and may result in liability and other adverse consequences to CLIENT. ANY UNAUTHORIZED USE OF THE INSTRUMENTS OF SERVICE SHALL BE AT CLIENT’S OR SUCH OTHER USER’S SOLE RISK AND WITHOUT LIABILITY TO A/E. 1.9 INDEMNIFICATION FOR UNAUTHORIZED USE OF INSTRUMENTS OF SERVICE TO THE FULLEST EXTENT PERMITTED BY LAW, CLIENT AGREES TO AND SHALL INDEMNIFY AND HOLD HARMLESS A/E, ITS OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL LIABILITY, DAMAGES, LOSSES, OR COSTS, INCLUDING REASONABLE ATTORNEY’S FEES AND DEFENSE COSTS, ARISING FROM OR IN ANY WAY CONNECTED WITH THE UNAUTHORIZED USE, REUSE OR MODIFICATION OF THE INSTRUMENTS OF SERVICE BY CLIENT OR ANY PERSON OR ENTITY THAT ACQUIRES OR OBTAINS THE INSTRUMENTS OF SERVICE FROM OR THROUGH CLIENT WITHOUT THE WRITTEN AUTHORIZATION OF A/E; PROVIDED, HOWEVER, THIS INDEMNIFICATION AND HOLD HARMLESS PROVISION SHALL NOT APPLY TO ANY LIABILITY, CLAIMS, DAMAGES, LOSSES OR EXPENSES, INCLUDING REASONABLE ATTORNEY FEES,ARISING OUT OF BODILY INJURY TO PERSONS OR DAMAGE TO PROPERTY CAUSED OR RESULTING FROM IN WHOLE OR IN PART, BY THE NEGLIGENT ACT OR OMISSION OF THE A/E, ITS OFFICERS OR EMPLOYEES WITH RESPECT TO AUTHORIZED USE OF THE INSTRUMENTS OF SERVICE. 1.10 DELIVERY OF DIGITAL DATA In accepting and utilizing any form of digital data generated and furnished by A/E, CLIENT agrees that all such digital data are Instruments of Service of A/E. CLIENT is aware that differences may exist between the digital data delivered and the printed hard-copy Contract Documents. In the event of a conflict between the original signed Contract Documents prepared by A/E and digital data, the original signed and sealed hard-copy Contract Documents shall govern. Digital data created by A/E through the application of software licensed for the sole and exclusive use by A/E will be furnished to CLIENT in read-only format. CLIENT is responsible to obtain and maintain, at CLIENT’s expense, software licenses as appropriate for the use of digital data provided by A/E. 52 Under no circumstances shall delivery of digital data for use by CLIENT be deemed a sale by A/E, and A/E makes no warranties, either express or implied, of merchantability and fitness for any particular purpose. In no event shall A/E be liable for indirect or consequential damages as a result of CLIENT’s use or reuse of the digital data. ARTICLE 2. GENERAL PROVISIONS 2.1 APPLICABLE LAW This Agreement shall be interpreted and enforced according to the laws of the State of Texas without regard to conflict of laws principles. Tex. Bus. & Com. Code § 272.001. 2.2 PRECEDENCE OF CONDITIONS Should any conflict exist between the terms herein and the terms of any purchase order or confirmation issued by CLIENT, the terms of these Standard Conditions shall prevail, unless otherwise agreed in writing by the parties with specific reference to the applicable provision of these Standard Conditions that is intended to be modified. 2.3 ASSIGNMENT Neither party to this Agreement shall transfer, sublet or assign any rights or duties under or interest in this Agreement, including but not limited to monies that are due or monies that may be due, without the prior written consent of the other party (unless such assignment without consent is mandated by law), and any assignment without such written consent shall be void. Notwithstanding the foregoing, A/E is expressly permitted to subcontract or assign portions of the Work or services to subconsultants that A/E may select, provided that A/E shall remain responsible for the Work assigned to and performed by such subconsultants. Unless specifically stated to the contrary in any written consent to an assignment, no assignment will release or discharge the assignor from any duty or responsibility under this Agreement. 2.4 AMENDMENTS This Agreement may be amended only by a written instrument, signed by both CLIENT and A/E, which expressly refers to this Agreement. 2.5 DELAYS CLIENT agrees that A/E is not responsible for damages arising directly or indirectly from any delays for causes beyond A/E’s reasonable control. For purposes of this Agreement, such causes include, but are not limited to, strikes or other labor disputes; severe weather disruptions or other natural disasters or acts of God; epidemics or pandemics (including the 2019 Novel Coronavirus or COVID- 19, including any on-going or re-occurring effects of same); World Health Organization alerts; declarations of a state of emergency or similar orders issued by local, state or federal government officials; fires, riots, war or other emergencies; failure of any government agency to act in timely manner; failure of performance by CLIENT or CLIENT’s Contractors or consultants; discovery of any hazardous substances or differing site conditions; or any other similar or dissimilar cause beyond A/E’s reasonable control. In addition, if the delays resulting from any such causes increase the cost or time required by A/E to perform its services in an orderly and efficient manner, A/E shall be entitled to a reasonable adjustment in schedule and compensation. 2.6 INSURANCE A/E agrees to provide Professional Liability Insurance and General Liability Insurance during the scope 53 of the services provided for this Project and for a period of 3 years after the completion of services. 2.7 MERGER, WAIVER, SURVIVAL AND SEVERABILITY Except for amendments approved as required by this Agreement, this Agreement constitutes the entire and integrated agreement between the parties hereto and with regard to the same subject matter and supersedes all prior negotiations, representations and/or agreements, written or oral relating to the same subject matter. One or more waiver of any term, condition or other provision of this agreement by either party shall not be construed as a waiver of a subsequent breach of the same or any other provisions. All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason. The parties further intend as follows: (a) if any provision of this Agreement is held to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, unless that modification is not permitted by applicable law, in which case that provision will be disregarded; (b) if an unenforceable provision is modified or disregarded according to this section, then the rest of the Agreement will remain in effect as written; and (c) any unenforceable provision will remain as written in any circumstances other than those in which the provision is held to be unenforceable. 2.8 TERMINATION AND SUSPENSION CLIENT may terminate this Agreement for CLIENT’s convenience and without cause upon giving A/E not less than seven calendar days’ written notice. A/E may terminate this Agreement, or may suspend Services, upon giving CLIENT not less than seven calendar days’ written notice following CLIENT’s failure to make timely payment owed to A/E as provided by this Agreement. In addition, either party may terminate this Agreement for cause upon giving the other party not less than seven calendar days’ written notice for any of the following “for cause” reasons:  Substantial failure by the other party to perform in accordance with the terms of this Agreement and through no fault of the terminating party, provided that, except where the failure to perform regards CLIENT’s payment obligations, the non-performing party is given written notice and description of the failure in question and a reasonable opportunity to cure of at least 10 but no more than 30 days, and the non-performing party cures the matter within the reasonable cure period;  Unauthorized assignment of this Agreement or transfer of the Project by either party to any other entity without the prior written consent of the other party;  Suspension of A/E’s services by CLIENT for more than 90 calendar days, consecutive or in aggregate;  Material changes in the conditions under which this Agreement was entered into, the Scope of Services or the nature of the Project, and the failure of the parties to reach agreement on the compensation and schedule adjustments necessitated by such changes. A/E shall have no liability to CLIENT on account of A/E’s termination of this Agreement for any of the reasons listed in subsections 2.8.1., 2., 3. or 4. above. In the event of termination of this Agreement by either party, CLIENT shall, within 15 calendar days of the termination date, pay A/E for all services rendered and all reimbursable costs incurred by A/E up to the date of termination, in accordance with the payment provisions of this Agreement. The terminating party shall set the effective date of termination at a time sufficient (up to 30 days later than otherwise provided) to allow A/E to demobilize personnel and equipment from the Project, to complete tasks whose value would otherwise be lost, to prepare notes as to the status of completed and uncompleted tasks, and to assemble Project materials in orderly files. 54 2.9 LIMITATION OF LIABILITY NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER CLIENT NOR A/E, THEIR RESPECTIVE OFFICERS, DIRECTORS, PARTNERS, EMPLOYEES OR AGENTS, CONTRACTORS OR SUBCONSULTANTS SHALL BE LIABLE TO THE OTHER OR SHALL MAKE ANY CLAIM FOR ANY INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY TO THE PROJECT OR THIS AGREEMENT. THIS MUTUAL LIMITATION OF LIABILITY SHALL INCLUDE ALL SUCH DAMAGES THAT EITHER PARTY MAY HAVE INCURRED FROM ANY CAUSE, INCLUDING NEGLIGENCE, STRICT LIABILITY, BREACH OF CONTRACT AND BREACH OF STRICT OR IMPLIED WARRANTY. 2.10 THIRD-PARTY BENEFICIARIES Nothing contained in this Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either CLIENT or A/E. A/E’s services under this Agreement are being performed solely for CLIENT’s benefit, and there are no third-party beneficiaries of A/E’s services. 2.11 MAINTENANCE, WEAR AND TEAR Both CLIENT and A/E acknowledge that CLIENT, and only CLIENT, is responsible for maintenance, wear and tear on the project upon substantial completion. CLIENT is responsible for providing routine inspections and maintenance of the project to maintain a safe, functional and weather tight facility. Should CLIENT fail to provide routine inspections and maintenance, and damage occur to the project, A/E is not responsible for any such resultant damage. ARTICLE 3. DISPUTE RESOLUTION, BETTERMENT, AND COMMUNICATIONS 3.1 DISPUTE RESOLUTION A/E and CLIENT agree to negotiate all disputes between them in good faith for a minimum of 30 days from the date of notice. Should such negotiations fail, A/E and CLIENT agree that any dispute between their arising out of, or relating to, this Agreement shall be submitted to non-binding mediation prior to the filing of any lawsuit or arbitration proceeding relating to the dispute, unless the parties mutually agree otherwise in writing. The mediation shall be conducted remotely and by electronic video conference means, unless the parties agree in writing to mediate in person at a mutually agreeable location. The parties agree that conducting mediation by remote means shall constitute a mediation in the state where the Project is located, provided that each of the parties shall have one representative participating in the mediation while the representative is situated in the state where the Project is located. Each party shall assume its own costs associated with the mediation. The mediator’s compensation and expenses and any administrative fees or costs associated with the mediation proceeding shall be borne equally by the parties, unless otherwise agreed in writing. Notwithstanding the foregoing, none of the above Dispute Resolution processes shall prevent or deter a party from protecting or acting upon lien rights, or from seeking immediate, emergency or injunctive relief from a court of competent jurisdiction and as may be available at law or in equity. 3.2 BETTERMENT If, due to an error or an omission by A/E, any required item or component of the project is omitted from the Construction Documents, A/E shall not be responsible for paying the cost to add such item or component to the extent that such item or component and the cost of same would have been otherwise necessary to the project or otherwise add value or betterment to the project. 3.3 NOTICES 55 All notices provided for in this Agreement shall be in writing. Any notices that are submitted by email exchanged between the parties’ authorized representatives may be effective upon proof of receipt and delivery records. Each of the parties agrees to reasonably confirm receipt of notices submitted by the other party. Otherwise, all notices provided for in this Agreement shall be in writing and shall be hand delivered, mailed by certified mail, return receipt requested or sent by recognized overnight courier service to the parties at each of their respective representatives noted below, unless otherwise changed upon written notice: A/E: Mr. Chad Davis, Firm Principal, Parkhill, 4222 85th St, Lubbock, TX, 79423, cdavis@parkhill.com. (Representative name, physical and mailing address, phone, and email) CLIENT: Ms. Jackie Kopsa, Community Services Director, The City of The Colony, 5151 North Colony Boulevard, The Colony, TX 75056, jkopsa@thecolonytx.gov (Representative name, physical and mailing address, phone, and email) 3.4 ELECTRONIC SIGNATURES In accordance with applicable law, including the applicable Uniform Electronic Transactions Act, CLIENT and A/E agree that electronic signatures (such as e-mail or electronically-typed signatures) of the parties’ authorized representatives to this Agreement and Standard Conditions or to later consents or approvals associated herewith shall constitute the valid signature of the party for purposes of obtaining agreements, consents or other matters prescribed by the Agreement. END OF EXHIBIT 56 The City of The Colony The Colony Parks Athletic Fields Assessments Multiple locations 57 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - _______ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH PARKHILL TO PROVIDE AN ATHLETIC FACILITIES ASSESSMENT FOR FIVE CITY PARK LOCATIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has determined that it is in the best interest of the citizens to execute a Professional Services Agreement with Parkhill to provide an Athletic Facilities Assessment for five City Park locations; and WHEREAS,the City of The Colony agrees to pay an amount not to exceed $71,250.00. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.The City Council of the City of The Colony authorizes the execution of a Professional Services Agreement with Parkhill. Section 2.The City Manager is hereby authorized to execute the agreement for said project. Section 3.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 15th DAY OF OCTOBER 2024. ______________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary 58 APPROVED AS TO FORM: __________________________________________ Jeffrey L. Moore, City Attorney 59 Agenda Item No:4.9 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Calvin Lehmann Submitting Department: Parks & Recreation Item Type: Resolution Agenda Section: Subject: Consider approving a resolution authorizing the City Manager to execute a Facilities Lease Agreement between Hidden Cove Marina Dry Storage, LLC and Suntex and Marina Investors for amenity operations. ("Suntex"). (Kopsa) Suggested Action: Summary: Suntex and its affiliates are structured as a Real Estate Investment Trust (REIT). In order to comply with REIT rules relating to sources of income earned by REIT’s, Suntex is required to bifurcate their amenity operations (i.e. ship store, fuel dock and boat rental/club) from the boat storage income. This is true at each of their ~100 properties across the county. This bifurcation is most simply accomplished via an intercompany lease of those amenity operations to a separate Opco entity, which is under common control with the sublessee/property owner (in this case Dry Storage, LLC). This is purely an internal arrangement that is driven by accounting and REIT compliance purposes. It does not introduce another operating party for administrative purposes and the income reporting would remain consolidated for purposes of calculating rent owed to the USCOE. Suntex and Marine Quest felt it was prudent that Suntex submit a copy to the City for review and approval since documents in connection with the bifurcation and sale of the marina operations to Suntex by Marine Quest were approved by the City Council. Attachments: Hidden Cove intercompany lease_executed 9.4.2024-c.pdf Res. 2024-xxx Facilities Lease Agreement - Hidden Cove Marina Suntex.doc 60 FACILITIES LEASE AGREEMENT FOR HIDDEN COVE MARINA DATED AS OF AUGUST 30, 2024 BETWEEN HCM DRY STORAGE, LLC, a Texas limited liability company AS LESSOR AND ARGO SMI HIDDEN COVE OPCO, LLC, a Delaware limited liability company AS LESSEE 61 -i- TABLE OF CONTENTS Page ARTICLE I. .................................................................................................................................... 1 1.1 Leased Property ............................................................................................................ 1 1.2 Term.............................................................................................................................. 2 ARTICLE II. ................................................................................................................................... 2 2.1 Definitions .................................................................................................................... 2 ARTICLE III. .................................................................................................................................. 2 3.1 Rent ............................................................................................................................... 2 3.2 Rent Payable Without Deduction ................................................................................. 3 3.3 Books and Records ....................................................................................................... 3 3.4 Confirmation of Percentage Rent ................................................................................. 3 3.5 Capital Projects ............................................................................................................. 4 ARTICLE IV. ................................................................................................................................. 4 4.1 Payment of Impositions ................................................................................................ 4 4.2 Notice of Impositions ................................................................................................... 5 4.3 Adjustment of Impositions ........................................................................................... 5 4.4 Utility Charges .............................................................................................................. 5 4.5 Insurance Premiums ..................................................................................................... 5 ARTICLE V. ................................................................................................................................... 6 5.1 No Termination, Abatement, etc .................................................................................. 6 5.2 Abatement Procedures .................................................................................................. 6 ARTICLE VI. ................................................................................................................................. 6 6.1 Ownership of the Leased Property ............................................................................... 6 6.2 Lessee’s Personal Property ........................................................................................... 6 6.3 Lessor’s Lien ................................................................................................................ 7 ARTICLE VII. ................................................................................................................................ 7 7.1 Leased Property ............................................................................................................ 7 7.2 Use of the Leased Property. .......................................................................................... 8 ARTICLE VIII. ............................................................................................................................... 9 8.1 Compliance with Legal and Insurance Requirements, etc ........................................... 9 8.2 Legal Requirement Covenants ...................................................................................... 9 8.3 Environmental Covenants............................................................................................. 9 62 -ii- ARTICLE IX. ............................................................................................................................... 10 9.1 Absolute Net: Maintenance and Repair. ..................................................................... 10 9.2 Encroachments, Restrictions, etc ................................................................................ 12 ARTICLE X. ................................................................................................................................. 13 10.1 Alterations .................................................................................................................. 13 10.2 Salvage........................................................................................................................ 13 ARTICLE XI. ............................................................................................................................... 13 11.1 Liens ........................................................................................................................... 13 ARTICLE XII. .............................................................................................................................. 13 12.1 Permitted Contests ...................................................................................................... 13 ARTICLE XIII. ............................................................................................................................. 14 13.1 Insurance Requirements ............................................................................................. 14 13.2 Waiver of Subrogation ................................................................................................ 17 13.3 Form Satisfactory, etc ................................................................................................. 17 13.4 Increase in Limits ....................................................................................................... 17 13.5 Blanket Policy............................................................................................................. 17 13.6 Separate Insurance ...................................................................................................... 17 13.7 Reports on Insurance Claims ...................................................................................... 17 ARTICLE XIV.............................................................................................................................. 18 14.1 Insurance Proceeds ..................................................................................................... 18 14.2 Reconstruction in the Event of Damage or Destruction Covered by Insurance ......... 18 14.3 Lessee’s Personal Property ......................................................................................... 18 14.4 No Abatement of Rent ................................................................................................ 18 14.5 Waiver ........................................................................................................................ 18 ARTICLE XV. .............................................................................................................................. 19 15.1 Parties’ Rights and Obligations .................................................................................. 19 15.2 Total Taking ............................................................................................................... 19 15.3 Allocation of Award ................................................................................................... 19 15.4 Partial Taking ............................................................................................................. 19 15.5 Temporary Taking ...................................................................................................... 19 ARTICLE XVI.............................................................................................................................. 20 16.1 Events of Default ........................................................................................................ 20 16.2 Surrender .................................................................................................................... 21 16.3 Damages. .................................................................................................................... 22 63 -iii- 16.4 Waiver ........................................................................................................................ 22 16.5 Application of Funds .................................................................................................. 22 ARTICLE XVII. ........................................................................................................................... 22 17.1 Lessor’s Right to Cure Lessee’s Default .................................................................... 22 ARTICLE XVIII. .......................................................................................................................... 23 18.1 Master Lease Provisions ............................................................................................. 23 ARTICLE XIX.............................................................................................................................. 23 19.1 REIT Requirements. ................................................................................................... 23 ARTICLE XX. .............................................................................................................................. 25 20.1 Holding Over .............................................................................................................. 25 ARTICLE XXI.............................................................................................................................. 25 21.1 Abatement of Rent ...................................................................................................... 25 ARTICLE XXII. ........................................................................................................................... 25 22.1 Indemnification ........................................................................................................... 25 ARTICLE XXIII. .......................................................................................................................... 26 23.1 Subletting and Assignment ......................................................................................... 26 23.2 Subordination and Attornment ................................................................................... 26 ARTICLE XXIV. .......................................................................................................................... 26 24.1 Officer’s Certificates; Financing Statements; Lessor’s Estoppel Certificates and Covenants. .................................................................................................................. 26 ARTICLE XXV. ........................................................................................................................... 27 25.1 Lessor’s Right to Inspect ............................................................................................ 27 ARTICLE XXVI. .......................................................................................................................... 27 26.1 No Waiver ................................................................................................................... 27 ARTICLE XXVII. ........................................................................................................................ 27 27.1 Remedies Cumulative ................................................................................................. 27 ARTICLE XXVIII. ....................................................................................................................... 28 28.1 Acceptance of Surrender ............................................................................................ 28 ARTICLE XXIX. .......................................................................................................................... 28 29.1 No Merger of Title ...................................................................................................... 28 ARTICLE XXX. ........................................................................................................................... 28 30.1 Conveyance by Lessor ................................................................................................ 28 30.2 Mortgages and Subordination ..................................................................................... 28 ARTICLE XXXI. .......................................................................................................................... 29 31.1 Quiet Enjoyment ......................................................................................................... 29 64 -iv- ARTICLE XXXII. ........................................................................................................................ 29 32.1 Notices ........................................................................................................................ 29 ARTICLE XXXIII. ....................................................................................................................... 30 33.1 Lessor May Grant Liens ............................................................................................. 30 ARTICLE XXXIV. ....................................................................................................................... 30 34.1 Miscellaneous ............................................................................................................. 30 34.2 Transition Procedures ................................................................................................. 30 34.3 Waiver of Presentment, etc ......................................................................................... 31 34.4 Limitation of Liability ................................................................................................ 31 ARTICLE XXXV. ........................................................................................................................ 32 35.1 Memorandum of Lease ............................................................................................... 32 ARTICLE XXXVI. ....................................................................................................................... 32 36.1 Option to Renew ......................................................................................................... 32 36.2 Fair Market Rent ......................................................................................................... 32 36.3 Conditions ................................................................................................................... 32 Exhibit A – Legal Description Exhibit B – Term of Lease Exhibit C-1 – Base Rent Exhibit C-2 – Percentage Rent Appendix A - Definitions 65 -1- FACILITIES LEASE AGREEMENT This FACILITIES LEASE AGREEMENT (hereinafter called “Lease”), made as of the 30th day of August, 2024 (the “Effective Date”), by and between HCM Dry Storage, LLC, a Texas limited liability company (together with its successors and assigns, “Lessor”), and Argo SMI Hidden Cove OpCo, LLC, a Delaware limited liability company (together with its successors and assigns “Lessee”), provides as follows. W I T N E S S E T H : Lessor has a leasehold interest under the Master Lease (as defined below) in the Leased Property (as defined below) and desires to lease to Lessee, and Lessee desires to lease from Lessor, the Leased Property on the terms set forth herein. NOW, THEREFORE, Lessor and Lessee, intending to be legally bound, agree that Lessor, in consideration of the payment of rent by Lessee to Lessor, the covenants and agreements to be performed by Lessee, and upon the terms and conditions hereinafter stated, does hereby rent and lease unto Lessee, and Lessee does hereby rent and lease from Lessor, the Leased Property (as defined below). 1.1 Leased Property. The Leased Property (herein so called) is comprised of Lessor’s right, title and interest (whether fee or leasehold) in and to the following: (a) a designated portion of the parcel or parcels of real property owned or leased (as applicable) by Lessor with the applicable subleased portion thereof specifically depicted on the shaded area of the diagram attached hereto as Exhibit A (as specifically depicted the “Land”); (b) all buildings, structures, fixtures and other improvements of every kind including, but not limited to, alleyways, driveways, drive aisles, access areas, connecting tunnels, sidewalks, utility pipes, conduits and lines (on-site and offsite), parking areas, parking rights and roadways appurtenant to such buildings and structures presently situated upon the Land (collectively, the “Leased Improvements”); and (c) all easements, rights and appurtenances relating to the Land and the Leased Improvements. THE LEASED PROPERTY IS DEMISED IN ITS PRESENT CONDITION WITHOUT REPRESENTATION OR WARRANTY (EXPRESSED OR IMPLIED) BY LESSOR AND SUBJECT TO ALL THE RIGHTS OF PARTIES IN POSSESSION, AND TO THE EXISTING STATE OF TITLE INCLUDING ALL COVENANTS, CONDITIONS, RESTRICTIONS, EASEMENTS AND OTHER MATTERS OF RECORD INCLUDING ALL APPLICABLE LEGAL REQUIREMENTS, THE LIEN OF FINANCING INSTRUMENTS, MORTGAGES, DEEDS OF TRUST AND SECURITY DEEDS, AND INCLUDING OTHER MATTERS WHICH WOULD BE DISCLOSED BY AN INSPECTION OF THE LEASED PROPERTY OR BY AN ACCURATE SURVEY THEREOF. 66 -2- 1.2 Term. The term of the Lease (the “Term”) is set forth on Exhibit B attached hereto. 2.1 Definitions. For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, the terms defined in this Article have the meanings assigned to them in Appendix A. 3.1 Rent. Lessee will pay, without offset or deduction, to Lessor in lawful money of the United States of America which shall be legal tender for the payment of public and private debts, in immediately available funds, at Lessor’s address set forth in Article XXXII hereof or at such other place or to such other Person, as Lessor from time to time may designate in a Notice, all Base Rent, Percentage Rent and Additional Charges, during the Term, as follows: (a) Base Rent: Lessee shall pay a monthly sum in the amounts set forth on Exhibit C-1 hereto as the “Base Rent” for the Leased Property, payable in advance in equal, consecutive monthly installments, on or before the first day of each calendar month during the Term; provided, however, that the first and last monthly payments of Base Rent shall be prorated daily as to any partial month; (b) Percentage Rent: If applicable, Lessee shall pay percentage rent (“Percentage Rent”) in accordance with the terms and conditions of the Master Lease; (c) Master Lease Expenses. If the Leased Property (or any portion thereof) is subject to a Master Lease, Lessee shall pay to Lessor any payments required to be made by Lessor under the Master Lease to the extent that such payments are attributable to the Leased Premises, including, without limitation, any percentage rent based on gross receipts from the Leased Premises (the “Ground Lease Expenses”); (d) Additional Charges. In addition to the Base Rent, Percentage Rent, and Ground Lease Expenses (if applicable) (i) Lessee also will pay and discharge as and when due and payable all other amounts, liabilities, obligations and Impositions that Lessee assumes or agrees to pay under this Lease, including any and all common area and maintenance expenses associated with the Leased Property in accordance with Lessee’s Allocable Share (as applicable) and (ii) in the event of any failure on the part of Lessee to pay any of those items referred to in the preceding clause (i), Lessee also will promptly pay and discharge every fine, penalty, interest and cost that may be added for non-payment or late payment of such items (the items referred to in the foregoing clauses (i) and (ii) being additional rent hereunder and being referred to herein collectively as the “Additional Charges”). Lessor shall have all legal, equitable and contractual rights, powers and remedies provided either in this Lease or by statute or otherwise in the case of non-payment of the Additional Charges as in the case of non-payment of the Base Rent. If any installment of Base Rent, Percentage Rent or Additional Charges (but only as to those Additional Charges that are payable directly to Lessor) shall not be paid on its due date (with respect to regular payments of Base Rent and Percentage Rent) or within ten (10) days after receipt of written notice thereof (with respect to any Additional Charges), Lessee will pay Lessor 67 -3- on demand, as Additional Charges, a late charge (to the extent permitted by law) computed at the Overdue Rate on the amount of such installment, from the due date of such installment to the date of payment thereof. To the extent that Lessee pays any Additional Charges to Lessor pursuant to any requirement of this Lease, Lessee shall be relieved of its obligation to pay such Additional Charges to the entity to which they would otherwise be due, and Lessor shall pay same from monies received from Lessee; (e) Notwithstanding the foregoing, it is acknowledged by Lessor and Lessee that Lessor shall continue to be obligated to pay percentage rent to the Master Lessor on all adjusted gross sales and revenues earned by Lessee or Lessor on the Leased Property as required under the Master Lease irrespective of the amount of Rent collected by Lessor under this Lease; provided, however, that in order to avoid duplication, the Rent paid by Lessee to Lessor under this Lease shall not be included in gross receipts and thus will have no effect on the amount of rent payable to Master Lessor under the Master Lease. Lessee specifically agrees to comply with all obligations set forth in the Master Lease regarding keeping financial records and making its financial records available to representatives of the Master Lessor for inspection or audit. 3.2 Rent Payable Without Deduction. The Rent shall be paid so that this Lease shall yield to Lessor the full amount of the installments of Base Rent, Percentage Rent and Additional Charges throughout the Term, as applicable, and all as more fully set forth in Article V, but subject to any other provisions of this Lease that expressly provide for adjustment or abatement of Rent or other charges to be paid or performed by Lessor. 3.3 Books and Records. Lessee shall keep full and adequate books of account and other records reflecting the results of operation of the Leased Property on an accrual basis, all in accordance with generally accepted accounting principles to the extent applicable and the obligations of Lessee under this Lease. The books of account and all other records relating to or reflecting the operation of the Leased Property shall be kept either at Lessee’s executive offices for at least four (4) years and shall be available to Lessor and its representatives and its auditors or accountants, at all reasonable times for copying, examination, audit, inspection, and transcription. In addition, Lessee shall comply with any requirements under the Master Lease relating to financial records and accounting to the full extent that such requirements apply to the Leased Property, or the business conducted by Lessee on the Leased Property. 3.4 Confirmation of Percentage Rent. (a) Officer’s Certificate. If this Lease requires that Percentage Rent be paid, Lessee shall submit to Lessor, concurrently with each payment of Percentage Rent, an Officer’s Certificate (herein so called) setting forth the calculation of such payment of Percentage Rent. (b) Records Supporting Percentage Rent. If this Lease requires the payment of Percentage Rent, Lessee shall utilize, or cause to be utilized, an accounting system for the Leased Property in accordance with generally accepted accounting principles, that will accurately record all data necessary to compute Percentage Rent, and Lessee shall retain, for at least four (4) years after the expiration of each Fiscal Year, reasonably adequate 68 -4- records conforming to such accounting system showing all data necessary to compute Percentage Rent for the applicable Fiscal Years. Lessor, at its expense (except as provided herein below), shall have the right from time to time by its accountants or representatives to audit the information that formed the basis for the data set forth in any Officer’s Certificate provided during the preceding four (4) Fiscal Years under Section 3.4(a) and, in connection with such audits, to examine all Lessee’s records (including supporting data and sales and excise tax returns) reasonably required to verify Percentage Rent (and for no other purpose), subject to any prohibitions or limitations on disclosure of any such data under Legal Requirements. If any such audit discloses a deficiency in the payment of Percentage Rent, and either Lessee agrees with the result of such audit or the matter is otherwise determined or compromised, Lessee shall forthwith pay to Lessor the amount of the deficiency, as finally agreed or determined, together with interest at the Overdue Rate from the date when said payment should have been made to the date of payment thereof; provided, however, that as to any audit that is commenced more than one (1) year after the date Percentage Rent for any Fiscal Year is reported by Lessee to Lessor, the deficiency, if any, with respect to such Percentage Rent shall bear interest at the Overdue Rate only from the date such determination of deficiency is made unless such deficiency is the result of gross negligence or willful misconduct on the part of Lessee, in which case interest at the Overdue Rate will accrue from the date such payment should have been made to the date of payment thereof. If any such audit discloses that the Percentage Rent actually due from Lessee for any Fiscal Year exceeds that reported by Lessee by more than four percent (4%), Lessee shall pay the cost of such audit and examination. Any proprietary information obtained by Lessor pursuant to the provisions of this Section shall be treated as confidential, except that such information may be used, subject to appropriate confidentiality safeguards, in any litigation between the parties and except further that Lessor may disclose such information to prospective lenders. The obligations of Lessor and Lessee contained in this Section shall survive the expiration or earlier termination of this Lease. 3.5 Capital Projects. The selection of all design professionals and contractors for capital projects performed on the Leased Property shall be subject to the approval of Lessor. 4.1 Payment of Impositions. Subject to Article XII relating to permitted contests (a) Lessee will pay, or cause to be paid, either Lessee’s Allocable Share of or all Impositions (including Capital Impositions), as applicable, before any fine, penalty, interest or cost may be added for non-payment, such payments to be made directly to the taxing or other authorities where feasible, and will promptly furnish to Lessor copies of official receipts or other satisfactory proof evidencing such payments and (b) Lessee’s obligation to pay such Impositions shall be deemed absolutely fixed upon the date such Impositions become a lien upon the Leased Property or any part thereof. If any such Imposition may, at the option of the taxpayer, lawfully be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Lessee may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) in installments and in such event, shall pay such installments during the Term (subject to Lessee’s right of contest pursuant to the provisions of Article XII) as the same respectively become due and before any fine, penalty, premium, further interest or cost may be added thereto. 69 -5- Lessor, at its expense, shall, to the extent required or permitted by applicable law, prepare and file all tax returns in respect of Lessor’s net income, gross receipts, sales and use, single business, transaction privilege, rent, ad valorem, and taxes on its capital stock, and Lessee, at its expense, shall, to the extent required or permitted by applicable laws and regulations, prepare and file all other tax returns and reports in respect of any Imposition as may be required by governmental authorities. If any refund shall be due from any taxing authority in respect of any Imposition paid by Lessee, the same shall be paid over to or retained by Lessee if no Event of Default shall have occurred hereunder and be continuing. If an Event of Default shall have occurred and be continuing, any such refund shall be paid over to or retained by Lessor. Any such funds retained by Lessor due to an Event of Default shall be applied as provided in Article XVI. Lessor and Lessee shall, upon request of the other, provide such data as is maintained by the party to whom the request is made with respect to the Leased Property as may be necessary to prepare any required returns and reports. Lessee shall file all personal property tax returns in such jurisdictions where it is legally required to so file. Lessor, to the extent it possesses the same, and Lessee, to the extent it possesses the same, will provide the other party, upon request, with cost and depreciation records necessary for filing returns for any property classified as personal property. Where Lessor is legally required to file personal property tax returns, Lessee shall provide Lessor with copies of assessment Notices in sufficient time for Lessor to file a protest. Notwithstanding anything to the contrary contained herein, if Lessor so elects in its sole discretion, it may directly pay either Lessee’s Allocable Share of or all Impositions (including Capital Impositions), as applicable, before any fine, penalty, interest or cost may be added for non-payment and then seek reimbursement thereafter from Lessee. 4.2 Notice of Impositions. Lessor shall give prompt Notice to Lessee of all Impositions payable by Lessee hereunder of which Lessor at any time has knowledge, provided that Lessor’s failure to give any such Notice shall in no way diminish Lessee’s obligations hereunder to pay such Impositions, but such failure shall obviate any default hereunder for a reasonable time after Lessee receives Notice of any Imposition which it is obligated to pay during the first taxing period applicable thereto. 4.3 Adjustment of Impositions. Impositions payable by Lessee imposed in respect of the tax-fiscal period during which the Term terminates shall be adjusted and prorated between Lessor and Lessee, whether or not such Imposition is imposed before or after such termination, and Lessee’s obligation to pay its prorated share thereof after termination shall survive such termination. 4.4 Utility Charges. Lessee will be solely responsible for obtaining and maintaining utility services to the Leased Property and will pay or cause to be paid all charges for electricity, gas, oil, water, sewer and other utilities used in the Leased Property during the Term and shall, as Additional Charges, pay to Lessor Lessee’s Allocable Share of such costs to the extent such charges are billed to or paid by Lessor. 4.5 Insurance Premiums . To the extent provided in Section 13.1, Lessee will pay or cause to be paid in a timely manner all premiums for the insurance coverages required to be maintained by Lessee under Articles VIII and XIII and shall, as Additional Charges, pay to Lessor Lessee’s Allocable Share of such costs to the extent such charges are billed to or paid by Lessor. 70 -6- 5.1 No Termination, Abatement, etc. Except as otherwise specifically provided in this Lease, Lessee, to the extent permitted by law, shall remain bound by this Lease in accordance with its terms and shall neither take any action without the written consent of Lessor to modify, surrender or terminate the same, nor seek nor be entitled to any abatement, deduction, defendant or reduction of the Rent, or setoff against the Rent, nor shall the obligations of Lessee be otherwise affected by reason of (a) any damage to, or destruction of, the Leased Property or any portion thereof from whatever cause or any Taking of the Leased Property or any portion thereof, (b) any claim which Lessee has or might have against Lessor by reason of any default or breach of any warranty by Lessor under this Lease or any other agreement between Lessor and Lessee, or to which Lessor and Lessee are parties, (c) any bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding up or other proceedings affecting Lessor or any assignee or transferee of Lessor, or (d) for any other cause whether similar or dissimilar to any of the foregoing other than a discharge of Lessee from any such obligations as a matter of law. Except in the event of a constructive eviction of Lessee from the Leased Property for any reason other than an Event of Default, Lessee hereby specifically waives all rights, arising from any occurrence whatsoever, which may now or hereafter be conferred upon it by law to (1) modify, surrender or terminate this Lease or quit or surrender the Leased Property or any portion thereof, or (2) entitle Lessee to any abatement, reduction, suspension or defendant of the Rent or other sums payable by Lessee hereunder, except as otherwise specifically provided in this Lease. The obligations of Lessee hereunder shall be separate and independent covenants and agreements and the Rent and all other sums payable by Lessee hereunder shall continue to be payable in all events unless the obligations to pay the same shall be terminated pursuant to the express provisions of this Lease or by termination of this Lease other than by reason of an Event of Default. 5.2 Abatement Procedures. In the event of a partial Taking of the Leased Property as described in Section 15.4, the Lease shall not terminate with respect to the affected Leased Property, but the Base Rent shall be abated in the manner and to the extent that is fair, just and equitable to both Lessee and Lessor, taking into consideration, among other relevant factors, the number of usable units, the amount of square footage, or the revenues affected by such partial Taking. 6.1 Ownership of the Leased Property. Lessee acknowledges that the Leased Property (including improvements or alterations incorporated into the Leased Property after the Effective Date) is the property of Lessor either in fee or by leasehold interest and that Lessee has only the right to the possession and use of the Leased Property upon the terms and conditions of this Lease. 6.2 Lessee’s Personal Property. Lessee will acquire, own, maintain and replace, at Lessee’s cost and expense, throughout the Term such Inventory as is required to operate the Leased Property in the manner contemplated by this Lease. Lessee may (and shall as provided herein below), at its expense, install, affix or assemble or place on any parcels of the Land or in any of the Leased Improvements, any items of personal property (including Inventory) owned by Lessee. Lessee shall provide Lessor with an accurate list of all such items of Lessee’s personal property 71 -7- (collectively, including Inventory, the “Lessee’s Personal Property”) on an annual basis beginning with the first anniversary of the Effective Date (and on each anniversary thereafter) and upon expiration or termination of this Lease. Lessee may, subject to the first sentence of this Section 6.2 and the conditions set forth below, remove any of Lessee’s Personal Property set forth on such list at any time during the Term or upon the expiration or any prior termination of the Term. All of Lessee’s Personal Property, other than Inventory, not removed by Lessee within sixty (60) days following the expiration or earlier termination of the Term shall be considered abandoned by Lessee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor without first giving Notice thereof to Lessee, without any payment to Lessee and without any obligation to account therefor. Lessee will, at its expense, restore the Leased Property to the condition required by Section 9.1 (d), including repair of all damage to the Leased Property caused by the removal of Lessee’s Personal Property, whether effected by Lessee or Lessor. Notwithstanding anything to the contrary contained herein, Inventory may be appropriated, sold, destroyed or otherwise disposed of by Lessor at any time by Lessor following the expiration or earlier termination of the Term but only after three (3) Business Days’ prior notice is delivered to Lessee. Upon the expiration or earlier termination of the Term, Lessor shall have the option to purchase all (but not less than all) of Lessee’s Personal Property on hand at the Leased Property at the time of such expiration or termination for a sale price (payable in cash on the expiration date of this Lease) equal to the fair market value thereof (or cost, in the case of Inventory). Except as hereinafter set forth, Lessee may make such financing arrangements, title retention agreements, leases or other agreements with respect to Lessee’s Personal Property as is customary and commercially reasonable provided that Lessee first advises Lessor of any such arrangement and such arrangement expressly provides that in the event of Lessee’s default thereunder, Lessor (or its designee) may assume Lessee’s obligations and rights under such arrangement. 6.3 Lessor’s Lien. To the fullest extent permitted by applicable law, Lessor is granted a lien and security interest on all Lessee’s Personal Property now or hereinafter placed in or upon the Leased Property, and such lien and security interest shall remain attached to such Lessee’s Personal Property until payment in full of all Rent and satisfaction of all of Lessee’s obligations hereunder that are outstanding on such date; provided, however, Lessor shall subordinate its lien and security interest to that of any non-Affiliate of Lessee which finances such Lessee’s Personal Property or any non-Affiliate conditional seller of such Lessee’s Personal Property, the terms and conditions of such subordination to be satisfactory to Lessor in the exercise of reasonable discretion. Lessee shall, upon the request of Lessor, execute such financing statements or other documents or instruments reasonably requested by Lessor to perfect the lien and security interests herein granted. 7.1 Leased Property. Lessee acknowledges receipt and delivery of possession of the Leased Property as of the Commencement Date and that Lessee has examined and otherwise has knowledge of the condition of the Leased Property and has found the same to be satisfactory for its purposes hereunder. Lessee is leasing the Leased Property “as is” in its present condition. 72 -8- Lessee waives any claim or action against Lessor in respect of the condition of the Leased Property. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN TO THE CONTRARY, LESSOR MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTY, OR ANY PART THEREOF, EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR PURPOSE OR OTHERWISE, AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN, LATENT OR PATENT, IT BEING AGREED THAT LESSEE TAKES THE LEASED PROPERTY SUBJECT TO ALL SUCH RISKS. LESSEE ACKNOWLEDGES THAT THE LEASED PROPERTY HAS BEEN INSPECTED BY LESSEE AND IS SATISFACTORY TO IT. 7.2 Use of the Leased Property. (a) Lessee covenants that it will (with Lessor’s commercially reasonable cooperation to the extent necessary and required) proceed with all due diligence and will exercise its commercially reasonable efforts to obtain and to maintain all approvals needed to use and operate the Leased Property under applicable local, state and federal law. (b) Lessee shall use, or cause to be used, the Leased Property only for such uses outlined on Exhibit B, and for such other uses as may be necessary or incidental to such use or such other use as otherwise approved by Lessor (collectively, the “Permitted Uses”). Lessee shall not use the Leased Property or any portion thereof for any other use without the prior written consent of Lessor, which consent may be granted, denied or conditioned in Lessor’s sole and absolute discretion. No use shall be made or permitted to be made of the Leased Property, and no acts shall be done, which will cause the cancellation or increase the premium of any insurance policy covering the Leased Property or any part thereof (unless another adequate policy satisfactory to Lessor is available and Lessee pays any premium increase), nor shall Lessee sell or permit to be kept, used or sold in or about the Leased Property any article which may be prohibited by law or fire underwriter’s regulations. Lessee shall, at its sole cost, comply with all of the requirements pertaining to the Leased Property of any insurance board, association, organization or company necessary for the maintenance of insurance, as herein provided, and covering the Leased Property and Lessee’s Personal Property. (c) Lessee covenants and agrees that during the Term it will (1) operate continuously the Leased Property for the Permitted Uses subject to Unavoidable Occurrences, (2) maintain appropriate certifications and licenses for such use, subject to Unavoidable Occurrences and (3) seek to maximize the Gross Revenues generated therefrom consistent with sound business practices and Lessee’s concurrent goal of maximizing its net operating income therefrom subject to Unavoidable Occurrences. (d) Lessee shall neither suffer nor permit the Leased Property or any portion thereof to be used in such a manner as (1) materially impairs Lessor’s title thereto or to any portion thereof, or (2) reasonably makes possible a claim or claims of adverse usage or adverse possession by the public, as such, or of implied dedication of the Leased Property or any portion thereof, except as necessary in the ordinary and prudent operation of the Leased Property. 73 -9- 8.1 Compliance with Legal and Insurance Requirements, etc. Lessee, at its expense, will promptly (a) comply with all applicable Legal Requirements and Insurance Requirements in respect of the use, operation, maintenance, repair and restoration of the Leased Property, and (b) procure, maintain and comply with all appropriate licenses and other authorizations required for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper operation and maintenance of the Leased Property or any part thereof. 8.2 Legal Requirement Covenants. Lessee covenants and agrees that Lessee shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose, and that Lessee shall use commercially reasonable efforts to avoid any unlawful use of the Leased Property by others. Lessee shall acquire and maintain all appropriate licenses, certifications, permits and other authorizations and approvals needed to operate the Leased Property in its customary manner for the Permitted Uses, and any other lawful use conducted on the Leased Property as may be permitted from time to time hereunder, subject to unavoidable circumstances. Lessee further covenants and agrees that Lessee’s use of the Leased Property and maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform to all Legal Requirements, unless the same are finally determined by a court of competent jurisdiction to be unlawful (and Lessee shall use reasonable efforts to cause all such sub-tenants, invitees or others to so comply with all Legal Requirements). Lessee may, however, upon prior Notice to Lessor, contest the legality or applicability of any such Legal Requirement or any licensure or certification decision if Lessee maintains such action in good faith, with due diligence, without prejudice to Lessor’s rights hereunder, and at Lessee’s sole expense. If by the terms of any such Legal Requirement compliance therewith pending the prosecution of any such proceeding may legally be delayed without the incurrence of any lien, charge or liability of any kind against the Leased Property or Lessee’s leasehold interest therein and without subjecting Lessee or Lessor to any liability, civil or criminal, for failure so to comply therewith, Lessee may delay compliance therewith until the final determination of such proceeding. 8.3 Environmental Covenants. Lessor and Lessee (in addition to, and not in diminution of, Lessee’s covenants and undertakings in Sections 8.1 and 8.2 hereof) covenant and agree as follows: (a) Lessee agrees to give Lessor prompt written Notice of (1) all Environmental Liabilities when known; (2) all pending, threatened or anticipated Proceedings when known, and all Notices, demands, requests or investigations, relating to any Environmental Liability or relating to the issuance, revocation or change in any Environmental Authorization required for operation of the Leased Property; and (3) all Releases at, on, in, under or in any way affecting the Leased Property when known, or any Release known by Lessee at, on, in or under any property adjacent to the Leased Property. (b) Lessee hereby agrees to defend, indemnify and save harmless any and all Lessor Indemnified Parties from and against any and all Environmental Liabilities except to the extent caused by the gross negligence or willful misconduct of Lessor. 74 -10- (c) If any Proceeding is brought against any Indemnified Party in respect of an Environmental Liability with respect to which such Indemnified Party may claim indemnification under this Section, the Indemnifying Party, upon request, shall at its sole expense resist and defend such Proceeding, or cause the same to be resisted and defended by counsel designated by the Indemnified Party and approved by the Indemnifying Party, which approval shall not be unreasonably withheld; provided, however, that such approval shall not be required in the case of defense by counsel designated by any insurance company undertaking such defense pursuant to any applicable policy of insurance. Each Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel will be at the sole expense of such Indemnified Party unless such counsel has been approved by the Indemnifying Party, which approval shall not be unreasonably withheld. The Indemnifying Party shall not be liable for any settlement of any such Proceeding made without its consent, which shall not be unreasonably withheld, but if settled with the consent of the Indemnifying Party, or if settled without its consent (if its consent shall be unreasonably withheld), or if there be a final, non-appealable judgment for an adversary party in any such Proceeding, the Indemnifying Party shall indemnify and hold harmless the Indemnified Parties from and against any liabilities incurred by such Indemnified Parties by reason of such settlement or judgment. (d) If at any time any Indemnified Party has reason to believe circumstances exist which could reasonably result in an Environmental Liability, upon reasonable prior written notice to Lessee stating such Indemnified Party’s basis for such belief, an Indemnified Party shall be given immediate access to the Leased Property (including, but not limited to, the right to enter upon, investigate, drill wells, take soil borings, excavate, monitor, test, cap and use available land for the testing of remedial technologies), Lessee’s employees, and to all relevant documents and records regarding the matter as to which a responsibility, liability or obligation is asserted or which is the subject of any Proceeding; provided that such access may be conditioned or restricted as may be reasonably necessary to ensure compliance with law and the safety of personnel and facilities. All Indemnified Parties requesting such immediate access and cooperation shall endeavor to coordinate such efforts to result in as minimal interruption of the operation of the Leased Property as practicable. (e) The indemnification rights and obligations provided for in this Article VIII shall be in addition to any indemnification rights and obligations provided for elsewhere in this Lease. (f) The indemnification rights and obligations provided for in this Article VIII shall survive the termination of this Lease. 9.1 Absolute Net: Maintenance and Repair. (a) Lessor and Lessee acknowledge and agree that both parties intend that this Lease shall be and constitute what is generally referred to in the real estate industry as a 75 -11- “absolute net” lease, such that, except as otherwise set forth herein, Lessee shall be obligated hereunder to pay all costs and expenses incurred with respect to, and associated with, the Leased Property and the business operated thereon and therein, including, without limitation, all taxes and assessments, utility charges, insurance costs, maintenance costs and repair, replacement and restoration expenses (all as more particularly herein provided) together with any and all other assessments, charges, costs and expenses of any kind or nature whatsoever related to, or associated with, the Leased Property and the business operated thereon and therein; provided, however, that Lessor shall nonetheless be obligated to pay any debt service on any mortgage encumbering Lessor’s interest in the Leased Property, audit expenses and Lessor’s personal income taxes with respect to the rents received by Lessor under this Lease. Except as expressly hereinabove provided, Lessor shall bear no cost or expense of any type or nature with respect to, or associated with, the Leased Property. (b) Subject to Sections 3.5, 9.1(e), 14.2 and 15.4 below, Lessee shall, at Lessee’s sole cost and expense, keep and maintain the Leased Property, including, without limitation, the roof, foundation, all floors, floor coverings, windows, glass, plate glass, ceilings, skylights, walls, doors, electrical and lighting equipment, plumbing and fixtures, sprinkler systems, heating, ventilating, and air conditioning systems, parking areas, driveways, walkways, parking lots, loading dock areas and doors, rail spur areas, fences, signs, lawns and landscaping in all respects in good repair and in a clean and safe condition. Lessee’s maintenance and repair obligations include all necessary and appropriate repairs (including Capital Expenditures) thereto of every kind and nature, whether interior or exterior, ordinary or extraordinary, foreseen or unforeseen. Lessee shall obtain and maintain in effect maintenance contracts throughout the Term with reputable service firms on all serviceable systems and assets included with the fixtures which constitute a portion of the Leased Property, unless such services can be competently provided by Lessee’s employees, in which event such services may be provided by Lessee’s employees. All repairs shall, to the extent reasonably achievable, be at least equivalent in quality to the original work. Lessee will not take or omit to take any action, the taking or omission of which might materially impair the value or the usefulness of the Leased Property or any part thereof for the Permitted Uses. Except as expressly set forth elsewhere in this Lease, Lessee hereby waives, to the extent permitted by law, the right to make repairs at the expense of Lessor pursuant to any law in effect at the time of the execution of this Lease or hereafter enacted. Lessor shall have the right to give, record and post, as appropriate, Notices of non-responsibility under any mechanic’s lien laws now or hereafter existing. Notwithstanding anything to the contrary contained herein, Lessor shall be permitted upon thirty (30) days prior written notice to Lessee (except no notice shall be required in the event of Emergency Repairs) to assume the repair obligations of Lessee and invoice the Lessee for the costs incurred by Lessor or in the event the repairs cover more than the Leased Property then invoice the Lessee for the Allocable Share of the costs incurred by Lessor. (c) Nothing contained in this Lease and no action or inaction by Lessor shall be construed, without Lessor’s prior written consent, as (1) constituting the request of Lessor, expressed or implied, to any contractor, subcontractor, laborer, materialman or vendor to or for the performance of any labor or services or the furnishing of any materials or other 76 -12- property for the construction, alteration, addition, repair or demolition of or to the Leased Property or any part thereof, or (2) giving Lessee any right, power or permission to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Lessor in respect thereof or to make any agreement that may create, or in any way be the basis for any right, title, interest, lien, claim or other encumbrance upon the estate of Lessor in the Leased Property, or any portion thereof. (d) Lessee will, upon the expiration or prior termination of the Term, vacate and surrender the Leased Property to Lessor in substantially the condition in which the Leased Property was originally received from Lessor, except as repaired, rebuilt, restored, altered or added to as permitted or required by the provisions of this Lease and except for ordinary wear and tear (subject to the obligation of Lessee to maintain the Leased Property in accordance with Section 9.1(b) above during the entire Term of the Lease), or damage by casualty or Condemnation (subject to the obligations of Lessee to restore or repair as set forth in the Lease). (e) Lessee shall be responsible for all existing fuel storage tanks and lines located on the Leased Property, including any maintenance, labor, and costs to keep current with federal, state, local and other guidelines. Lessee shall provide annually to Lessor all documentation that the fuel storage tanks have been maintained and are in compliance with all laws and requirements of the underground storage tanks division of the applicable jurisdiction and any other regulatory authorities. 9.2 Encroachments, Restrictions, etc. If, as a result of any act or omission on the part of Lessee, any of the Leased Improvements, at any time, (i) materially encroach upon any property, street or right-of-way adjacent to the Leased Property, or (ii) violate the agreements or conditions contained in any lawful restrictive covenant or other agreement affecting the Leased Property, or any part thereof, or (iii) impair the rights of others under any easement or right-of-way to which the Leased Property is subject as a result of any act or omission on the part of Lessee, then promptly upon the request of Lessor or at the behest of any person affected by any such encroachment, violation or impairment, Lessee shall, at its expense, subject to its right to contest the existence of any encroachment, violation or impairment and in such case, in the event of an adverse final determination, either (a) obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting from each such encroachment, violation or impairment, whether the same shall affect Lessor or Lessee or (b) make such changes in the Leased Improvements, and take such other actions, as Lessee in the good faith exercise of its judgment deems reasonably practicable to remove such encroachment, and to end such violation or impairment, including, if necessary, the alteration of any of the Leased Improvements, and in any event take all such actions as may be necessary in order to be able to continue the operation of the Leased Improvements for its intended use substantially in the manner and to the extent the Leased Improvements were operated prior to the assertion of such violation, impairment or encroachment. Any such alteration shall be made in conformity with the applicable requirements of Article X. Lessee’s obligations under this Section 9.2 shall be in addition to and shall in no way discharge or diminish any obligation of any insurer under any policy of title or other insurance held by Lessor. 77 -13- 10.1 Alterations. After receiving approval of Lessor (except no approvals are needed for Emergency Repairs that do not exceed ten thousand dollars ($10,000)), which approval shall not be unreasonably withheld and which approval may be evidenced by Lessor’s approval of the Capital Budget, Lessee shall have the right to make such material additions, modifications or improvements to the Leased Property from time to time as Lessee deems desirable for its permitted uses and purposes, provided that non-material additions, modifications and improvements will not require such consent if funds are available for such non-material items pursuant to the applicable Annual Budget and no such action significantly alters the character or purposes or significantly detracts from the value or operating efficiency thereof and will not significantly impair the revenue-producing capability of the Leased Property (other than during the period such work is being performed) or adversely affect the ability of Lessee to com ply with the provisions of this Lease. The cost of such additions, modifications or improvements to the Leased Property shall be paid by Lessee, and all such additions, modifications and improvements shall, without payment by Lessor at any time, be included under the terms of this Lease and upon expiration or earlier termination of this Lease shall pass to and become the property of Lessor. 10.2 Salvage. All materials which are scrapped or removed in connection with the making of repairs required by Articles IX or X shall be or become the property of Lessor or Lessee depending on which party is paying for or providing the financing for such work. 11.1 Liens. Subject to the provision of Article XII relating to permitted contests, Lessee will not directly or indirectly create or allow to remain and will promptly discharge at its expense any lien, encumbrance, attachment, title retention agreement or claim upon the Leased Property or any attachment, levy, claim or encumbrance in respect of the Rent, not including, however, (a) this Lease, (b) the matters, if any, included as exceptions in the title policy insuring Lessor’s interest in the Leased Property, (c) restrictions, liens and other encumbrances which are consented to in writing by Lessor or any easements granted pursuant to the provisions of Section 7.3 of this Lease, (d) liens for those taxes upon Lessor which Lessee is not required to pay hereunder, (e) liens for Impositions or for sums resulting from noncompliance with Legal Requirements so long as (1) the same are not yet payable or are payable without the addition of any fine or penalty or (2) such liens are in the process of being contested as permitted by Article XII, (f) liens of mechanics, laborers, materialmen, suppliers or vendors for sums either disputed or not yet due provided that (1) the payment of such sums shall not be postponed under any related contract for more than sixty (60) days after the completion of the action giving rise to such lien and such reserve or other appropriate provisions as shall be required by law or generally accepted accounting principles shall have been made therefor or (2) any such liens are in the process of being contested as permitted by Article XII hereof, and (g) liens resulting from the acts or omissions of Lessor, except to the extent that Lessor undertook work to cure a default or otherwise satisfy an obligation of Lessee hereunder. 12.1 Permitted Contests. Lessee shall have the right to contest the amount or validity of any Imposition to be paid by Lessee or any Legal Requirement or Insurance Requirement or 78 -14- any lien, attachment, levy, encumbrance, charge or claim (“Claims”) not otherwise permitted by Article XI, by appropriate legal proceedings in good faith and with due diligence (but this shall not be deemed or construed in any way to relieve, modify or extend Lessee’s covenants to pay or its covenants to cause to be paid any such charges at the time and in the manner provided in this Article), on condition, however, that such legal proceedings shall not operate to relieve Lessee from its obligations hereunder and shall not cause the sale or risk the loss of any portion of the Leased Property, or any part thereof, or cause Lessor or Lessee to be in default under any mortgage, deed of trust, security deed or other agreement encumbering the Leased Property or any interest therein. Upon the request of Lessor, Lessee shall either (a) provide a bond or other assurance reasonably satisfactory to Lessor that all Claims which may be assessed against the Leased Property together with interest and penalties, if any, thereon will be paid, or (b) deposit within the time otherwise required for payment with a bank or trust company as trustee upon terms reasonably satisfactory to Lessor, as security for the payment of such Claims, money in an amount sufficient to pay the same, together with interest and penalties in connection therewith, as to all Claims which may be assessed against or become a Claim on the Leased Property, or any part thereof, in said legal proceedings. Lessee shall furnish Lessor and any lender of Lessor with reasonable evidence of such deposit within five days of the same. Lessor agrees to join in any such proceedings if the same be required to legally prosecute such contest of the validity of such Claims; provided, however, that Lessor shall not thereby be subjected to any liability for the payment of any costs or expenses in connection with any proceedings brought by Lessee; and Lessee covenants to indemnify and save harmless Lessor from any such costs or expenses. Lessee shall be entitled to any refund of any Claims and such charges and penalties or interest thereon which have been paid by Lessee or paid by Lessor and for which Lessor has been fully reimbursed. In the event that Lessee fails to pay any Claims when due or to provide the security therefor as provided in this paragraph and to diligently prosecute any contest of the same, Lessor may, upon ten days advance Notice to Lessee, pay such charges together with any interest and penalties and the same shall be repayable by Lessee to Lessor as Additional Charges at the next Payment Date provided for in this Lease; provided, however, that should Lessor reasonably determine that the giving of such Notice would risk loss to the Leased Property or cause damage to Lessor, then Lessor shall give such Notice as is practical under the circumstances. Lessor reserves the right to contest any of the Claims at its expense not pursued by Lessee. Lessor and Lessee agree to cooperate in coordinating the contest of any Claims. 13.1 Insurance Requirements. During the Term, Lessee agrees at all times to keep the Leased Property, and all property located in or on the Leased Property, including Lessee’s Personal Property, insured with the following kinds and amounts of insurance (except to the extent that Lessor approves insurance coverage that deviates from the following or in the event Lessee is an Affiliate of Lessor and Lessor elects in writing to carry the coverage as the primary insured with the Lessee being only an insured or additional insured under the Lessor’s respective policy): (a) Property including Flood, Named Storm and Earthquake: Insurance against loss or damage by fire, casualty and other hazards as now are or subsequently may be covered by an “all risk” policy or a policy covering “special” causes of loss, with such endorsements as Lessor or any holder of a mortgage or security deed encumbering the Leased Property (a “Mortgagee”) may from time to time reasonably require and which are 79 -15- customarily required by institutional lenders of similar properties similarly situated, including, without limitation, building ordinance law, lightning, windstorm, civil commotion, hail, riot, strike, water damage, sprinkler leakage, collapse, malicious mischief, explosion, smoke, aircraft, vehicles, boats/watercraft, vandalism, falling objects and weight of snow, ice or sleet, builders risk/installation floater for ongoing projects or ground up construction and if applicable earthquake, earthquake sprinkler leakage, named storm, flood (for locations in a 100 year flood zone) and covering the Leased Property in an amount equal to 100% of the full insurable replacement value of the Leased Property (exclusive of footings and foundations below the lowest basement floor) without deduction for depreciation or co-insurance clause except as indicated below. The determination of the replacement cost amount shall be adjusted annually to comply with the requirements of the insurer issuing the coverage or, at Lessor’s (or a Mortgagee’s) election, by reference to such indexes, appraisals or information as Lessor (or a Mortgagee) determines in its reasonable discretion, and, unless the insurance required by this paragraph shall be effected by blanket policies in accordance with the requirements of this Lease. Each policy shall, subject to Lessor’s (or a Mortgagee’s) approval, contain replacement cost coverage, without deduction for depreciation with exception (with Lessor’s written approval) of scheduled property (equipment), docks and piers, and shall provide for deductibles in such amounts as Lessor (or a Mortgagee) may permit in its sole discretion; (b) Business Interruption Insurance: providing in the event of damage or destruction of the Leased Property an amount sufficient to sustain Lessee for a period of not less than one (1) year and not subject to coinsurance for: (i) the net profit that would have been realized had Lessee's business continued; and (ii) such fixed charges and expenses as must necessarily continue during a total or partial suspension of business to the extent to which they would have been incurred had no business interruption occurred, including, but not limited to, interest on indebtedness of Lessee, salaries of executives and other employees under contract, charges under non-cancelable contracts, charges for advertising, legal or other professional services, taxes and rents, insurance premiums, and depreciation; and (c) Boiler and Machinery: If the Leased Property contains steam boilers, steam pipes, steam engines, steam turbines or other high pressure vessels, insurance covering the major components of the central heating, air conditioning and ventilating systems, boilers, other pressure vessels, high pressure piping and machinery, elevators and escalators, if any, and other similar equipment installed in the Leased Improvements, in an amount equal to one hundred percent (100%) of the full replacement cost and not subject to coinsurance, of the Leased Improvements, which policies shall insure against physical damage to and loss of occupancy and use of the Leased Improvements arising out of an accident or breakdown covered thereunder; (d) Crime Coverage: Limit of at least $1,000,000 per claim. (e) Loss Payee: Lessor and any Mortgagee shall be included as loss payee for subsections (a), (b), (c), and (d). 80 -16- (f) Commercial General liability Marine Operators Legal Liability and Protection and Indemnity insurance under a policy containing “Broad Form CGL” coverage (or a policy which otherwise incorporates the language of such endorsement), which policy shall name Lessor as an additional insured party and which shall include, without limitation, coverage against claims for personal injury, bodily injury, death and property damage liability with respect to the Leased Property and the operations related thereto, whether on or off the Leased Property, and the following coverages: Employee as Additional Insured, Completed Operations; Broad Form Contractual Liability, Personal Injury and Advertising Injury Protection, Medical Payment (with a minimum limit of $5,000 per person), all of which shall be in such amounts as Lessor may from time to time reasonably require, but not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence, One Million and No/100 Dollars ($1,000,000.00) per Leased Property, and an annual aggregate limit of Two Million and No/100 Dollars ($2,000,000.00). If such policy shall cover more than one Leased Property, such limits shall apply on a “per location” basis, subject to the annual aggregate limit of Two Million and No/100 Dollars ($2,000,000.00). Such liability policy shall delete the contractual exclusion under the personal injury coverage, if possible. (g) Liquor Liability: if any alcoholic beverages shall be sold, manufactured or distributed in the Leased Property, liquor liability coverage, all of which shall be in such amounts as Lessor may from time to time reasonably require, but not less than One Million and No/100 Dollars ($1,000,000.00) per occurrence, One Million and No/100 Dollars ($1,000,000.00) per Leased Property, and a policy aggregate limit of Two Million and No/100 Dollars ($2,000,000.00). (h) Auto Liability: Owned, hired and non-owned automobile coverage (including rented and leased vehicles), with a $1,000,000 bodily injury and property damage combined single limit. (i) Pollution Liability: (if applicable) Coverage limits of at least $1,000,000 each incident. Such coverage shall include premises legal liability and coverage for underground storage tanks and above ground storage tanks on the Leased Property. (j) Sections (f), (g), (h), (i), and (o) shall include Lessor and Mortgagee as additional insureds, be primary and noncontributory and shall not contain cross liability exclusion. If available, shall include the following endorsements: Notice of Accident, Knowledge of Occurrence, and Unintentional Error and Omission. (k) Hull and Machinery: Full replacement cost for Hull and Machinery. (l) Workers’ Compensation and Employers Liability: Workers’ Compensation coverage with statutory limits and Employers Liability with limits of $1,000,000. (m) In addition to the insurance described above, Lessee shall maintain such additional insurance as may be reasonably required from time to time by Lessor or any Mortgagee and shall further at all times maintain. 81 -17- (n) Umbrella Liability: Lessee will also maintain an “Umbrella” liability policy in addition to and sitting above and excess to the Commercial General Liability, Liquor Liability, Marine Operators Legal Liability, Auto Liability and Employers Liability with limits not less than Five Million and No/100 Dollars ($5,000,000.00). 13.2 Waiver of Subrogation. All insurance policies carried by Lessee shall expressly waive any right of subrogation on the part of the insurer against Lessor. Lessee agrees that Lessee’s policies will include such waiver clause or endorsement. 13.3 Form Satisfactory, etc. All of the policies of insurance referred to in this Article XIII shall be written in a form, with deductibles reasonably satisfactory to Lessor. Lessee shall pay or cause to be paid all of the premiums and any deductibles relating to insurance coverage required per Section 13.1 and deliver certificates thereof to Lessor within thirty (30) days of their effective date and annually thereafter. In the event of the failure of Lessee either to effect such insurance as herein called for or to pay the premiums therefore, or to deliver such certificates thereof to Lessor at the times required, Lessor shall be entitled, but shall have no obligation, to effect such insurance and pay the premiums therefore, and Lessee shall reimburse Lessor for any premium or premiums paid by Lessor for the coverage required under this Section upon written demand therefore, and Lessee’s failure to repay the same within 30 days after Notice of such failure from Lessor shall constitute an Event of Default within the meaning of Section 16.1. Each insurer mentioned in this Article XIII shall agree, by endorsement to the policy or policies issued by it, that it will give to Lessor at least 30 days written notice before the coverage under such policy or policies in question shall be materially reduced, allowed to expire or cancelled. 13.4 Increase in Limits. In the event that a Lessor or Mortgagee shall at any time reasonably determine the limits and/or retentions of the coverages outlined in Section 13.1 then carried to be insufficient, Lessee shall thereafter carry the insurance with increased limits and/or retentions until further change pursuant to the provisions of this Section. 13.5 Blanket Policy. Notwithstanding anything to the contrary contained in this Article XIII, Lessee may bring the insurance provided for herein within the coverage of a so-called blanket policy or policies of insurance carried and maintained by Lessee; provided, however, that the coverage afforded to Lessor and Lessee will not be reduced or diminished or otherwise be different from that which would exist under a separate policy of insurance, and provided further that the requirements of this Article XIII are otherwise satisfied. 13.6 Separate Insurance. Lessee shall not on Lessee’s own initiative or pursuant to the request or requirement of any third party, take out separate insurance or increase the amount of any then-existing insurance by securing an additional policy or additional policies on the Leased Property, unless all parties having an insurable interest in the subject matter of the insurance, including in all cases Lessor, are included therein as additional insureds, and the loss is payable under separate additional insurance in the same manner as losses are payable under this Lease. Lessee shall immediately notify Lessor in writing that Lessee has obtained any such separate insurance or of the increasing of any of the amounts of the then existing insurance. 13.7 Reports on Insurance Claims. Lessee shall promptly investigate and make a complete and timely written report to the appropriate insurance company as to all accidents. Claims 82 -18- for damage relating to the ownership, operation, and maintenance of the Leased Property, any damage or destruction to the Leased Property and the estimated cost of repair thereof shall be prepared by Lessee. Lessee shall prepare any and all reports required by any insurance company as required under the terms of the insurance policy involved, and a final copy of such report shall be furnished to Lessor. Lessee shall be authorized to execute proofs of such loss, in the aggregate amount of $50,000 or less (subject however to restrictions or requirements set forth pursuant to the Mortgage Loan), with respect to any single casualty or other event. 14.1 Insurance Proceeds. Except to the extent otherwise required in the policies of insurance required hereunder, all proceeds payable by reason of any loss or damage to the Leased Property, or any portion thereof, and insured under any policy of insurance required by Article XIII of this Lease shall be paid to Lessor and held in trust by Lessor or Mortgagee if so required in an interest-bearing account, shall be made available for reconstruction or repair, as the case may be, of any damage to or destruction of the Leased Property, or any portion thereof, and, shall be paid out by Lessor from time to time for the reasonable costs of such reconstruction or repair upon satisfaction of reasonable terms and conditions specified by Lessor. Any excess proceeds of insurance remaining after the completion of the restoration or reconstruction to the Leased Property shall be paid to Lessor. Determination of all salvage resulting from any property covered by insurance shall be made by Lessor. Notwithstanding anything herein to the contrary, in the event of any inconsistency between the provisions of this Lease and the provisions of any mortgage encumbering Lessor’s interest in the Leased Property regarding the handling and use of proceeds payable by reason of any loss or damage to the Leased Property, the provisions of the mortgage shall control. 14.2 Reconstruction in the Event of Damage or Destruction Covered by Insurance. If the Leased Property is totally or partially destroyed, Lessee shall, with all reasonable diligence, to the extent that proceeds from the insurance required by this Lease are available (subject to the provisions of any Mortgage encumbering the Leased Property) for such purpose, repair or replace the damaged or destroyed portion of the Leased Property to substantially the same condition as existed previously. 14.3 Lessee’s Personal Property. All insurance proceeds payable by reason of any loss of or damage to any of Lessee’s Personal Property and any business interruption insurance shall be paid to Lessee; provided, however, no such payments shall diminish or reduce the insurance payments otherwise payable to or for the benefit of Lessor hereunder. 14.4 No Abatement of Rent. Any damage or destruction due to casualty notwithstanding, this Lease shall remain in full force and effect, and Lessee’s obligation to make rental payments and to pay all other charges required by this Lease shall not be abated, fully or partially, as a result such damage or destruction. 14.5 Waiver. Lessee hereby waives any statutory rights of termination that may arise by reason of any damage or destruction of the Leased Property that Lessor is obligated to restore or may restore under any of the provisions of this Lease. 83 -19- 15.1 Parties’ Rights and Obligations. If, during the Term, there is any Condemnation of all or any part of the Leased Property or any interest in this Lease, the rights and obligations of Lessor and Lessee shall be determined by this Article XV. 15.2 Total Taking. If title to the fee of the whole of the Leased Property or Lessor’s leasehold interest in the Leased Property is condemned by any Condemnor, this Lease shall cease and terminate as of the Date of Taking by the Condemnor with respect to the Leased Property. If title to the fee of less than the whole of the Leased Property or Lessor’s leasehold interest in a part of the Leased Property is so taken or condemned, which nevertheless renders the Leased Property Unsuitable for its Previous Use or Uneconomic for its Previous Use as reasonably determined by Lessor, Lessee and Lessor shall each have the option, by notice to the other, at any time prior to the Date of Taking, to terminate this Lease as of the Date of Taking. Upon such date, if such Notice has been given, this Lease shall thereupon cease and terminate with respect to the Leased Property. All Base Rent, Percentage Rent and Additional Charges paid or payable by Lessee hereunder with respect to the Leased Property shall be apportioned as of the Date of Taking, and Lessee shall promptly pay Lessor such amounts. 15.3 Allocation of Award. The total Award made in connection with a Total Taking, or a partial Taking that results in a termination of this Lease with respect to the Leased Property, or for loss of Rent, or for Lessor’s loss of business beyond the Term, shall be solely the property of and payable to Lessor. Any Award made for loss of Lessee’s business during the remaining Term, if any, or for the taking of Lessee’s Personal Property or for removal and relocation expenses of Lessee in any such proceedings shall be the sole property of and payable to Lessee. Any other Award not separately allocated to Lessor or Lessee shall be equitably apportioned between Lessor and Lessee in proportion to the then fair market value of the leasehold estate of Lessee hereunder and the then fair market value of the Leased Property. 15.4 Partial Taking. If title to less than the whole of the Leased Property is condemned, and the Leased Property is still suitable for its previous use and not Uneconomic for its Previous Use as reasonably determined by Lessor, or if Lessee or Lessor is entitled but neither elects to terminate this Lease with respect to the Leased Property as provided in Section 15.2, Lessor at its cost shall with all reasonable dispatch restore the untaken portion of any Leased Improvements so that the Leased Improvements constitute a complete architectural unit of the same general character and condition (as nearly as may be possible under the circumstances) as the Leased Improvements existing immediately prior to the Condemnation. 15.5 Temporary Taking. If the whole or any part of the Leased Property or of Lessee’s interest under this Lease is condemned by any Condemnor for its temporary use or occupancy, which for purposes hereof shall mean two (2) weeks or less, this Lease shall not terminate by reason thereof, and Lessee shall continue to pay, in the manner and at the terms herein specified, the full amounts of Base Rent and Additional Charges with respect to such Leased Property. In addition, Lessee shall pay, to the extent required by the Master Lease, Percentage Rent at a rate equal to the average Percentage Rent during the last three preceding Fiscal Years (or if three Fiscal Years shall not have elapsed, the average during the preceding Fiscal Years). Except only to the extent that Lessee may be prevented from so doing pursuant to the terms of the order of the 84 -20- Condemnor, Lessee shall continue to perform and observe all of the other terms, covenants, conditions and obligations hereof on the part of Lessee to be performed and observed, as though such Condemnation had not occurred. In the event of any Condemnation as in this Section 15.5 described, the entire amount of any Award made for such Condemnation allocable to the Term of this Lease, whether paid by way of damages, rent or otherwise, shall be paid to Lessor. Lessor covenants that upon the termination of any such period of temporary use or occupancy it will, at its sole cost and expense, restore the Leased Property as nearly as may be reasonably possible to the condition in which the same was immediately prior to such Condemnation, unless such period of temporary use or occupancy extends beyond the expiration of the Term, in which case Lessor shall not be required to make such restoration. 16.1 Events of Default. If any one or more of the following events (individually, an “Event of Default”) occurs: (a) if Lessee fails to make payment of any portion of the Base Rent, Percentage Rent (as applicable) or Additional Charges (as applicable) within ten (10) days after receipt of written notice that the same is due and payable (provided, however, that Lessor shall not be required to provide such notice with respect to more than one (1) payment of Base Rent or Percentage Rent during any twelve (12) month period during the term hereof, and after such notice, it shall be an Event of Default if Lessee fails to make payment of such amounts within ten (10) days after the applicable due date); or (b) if Lessee fails to observe or perform any other term, covenant or condition of this Lease and such failure is not cured by Lessee within a period of thirty (30) days after receipt by such party of Notice thereof from Lessor, unless such failure cannot with due diligence be cured within a period of thirty (30) days, in which case it shall not be deemed an Event of Default if Lessee proceeds promptly and with due diligence to cure the failure and diligently completes the curing thereof; provided, however, in no event shall such cure period extend beyond 90 days after such Notice (provided that no Event of Default shall be deemed to have occurred pursuant to this subsection (b) to the extent that Lessee’s failure to observe or perform any term, covenant or condition of this Lease is caused by Lessor’s failure to fulfill its obligations under this Lease or an Unavoidable Occurrence); or (c) if Lessee shall file a petition in bankruptcy or reorganization for an arrangement pursuant to any federal or state bankruptcy law or any similar federal or state law, or shall be adjudicated a bankrupt or shall make an assignment for the benefit of creditors or shall admit in writing its inability to pay its debts generally as they become due, or if a petition or answer proposing the adjudication of Lessee as a bankrupt or its reorganization pursuant to any federal or state bankruptcy law or any similar federal or state law shall be filed in any court and Lessee shall be adjudicated a bankrupt and such adjudication shall not be vacated or set aside or stayed within sixty (60) days after the entry of an order in respect thereof, or if a receiver of Lessee of the whole or substantially all of the assets of Lessee shall be appointed in any proceedings brought by Lessee or if any such 85 -21- receiver, trustee or liquidator shall be appointed in any proceeding brought against Lessee shall not be vacated or set aside or stayed within sixty (60) days after such appointment; or (d) if Lessee is liquidated or dissolved, or begins proceedings toward such liquidation or dissolution, or, if Lessee or Lessor in any manner, permits the sale or divestiture of substantially all of its assets; or (e) if the estate or interest of Lessee in the Leased Property or any part thereof is voluntarily or involuntarily transferred, assigned, conveyed, levied upon or attached in any proceeding (unless Lessee is contesting such lien or attachment in good faith in accordance with this Lease); or (f) if, except as a result of damage, destruction, renovation or a partial or complete Condemnation or otherwise with Lessor’s prior written approval, Lessee voluntarily ceases operations on the Leased Property for a period in excess of thirty (30) consecutive (and not in the aggregate) days; or (g) if Lessee fails to satisfy the REIT Requirements set forth in Section 19.1, or breaches any representations, warranties, or covenants set forth in Section 19.2 or 19.3. Then, and in any such event and provided such Event of Default by the defaulting party is continuing, the non-defaulting party may exercise one or more remedies available to it herein or at law or in equity, including but not limited to its right to terminate this Lease giving Lessee not less than ten (10) days’ prior written notice of such termination (or, with respect to a default set forth in Section 16.1(g), immediately upon delivery of written notice of such termination), provided that such non-defaulting party is not itself in default under this Lease. If litigation is commenced with respect to any alleged default under this Lease, the prevailing party in such litigation shall receive, in addition to its damages incurred, such sum as the court shall determine as its reasonable attorneys’ fees, and all costs and expenses incurred in connection therewith. 16.2 Surrender. If an Event of Default occurs for other than by reason of an Unavoidable Occurrence (and the event giving rise to such Event of Default has not been cured within the curative period relating thereto as set forth in Section 16.1) and is continuing, whether or not this Lease has been terminated pursuant to Section 16.1, Lessee shall, if requested by Lessor so to do, immediately surrender and assign to Lessor or Lessor’s designee the Leased Property including, without limitation, any and all books, records, files, licenses, perm its and keys relating thereto, and quit the same and Lessor may enter upon and repossess the Leased Property summary proceedings, ejectment or otherwise, and may remove Lessee and all other persons and any and all personal property from the Leased Property, subject to rights of any residents of the Leased Property and to any requirement of law. Lessee hereby waives any and all requirements of applicable laws for service of notice to re-enter the Leased Property. Lessor shall be under no obligation to, but may if it so chooses, relet the Leased Property or otherwise mitigate Lessor’s damages. 86 -22- 16.3 Damages. (a) Neither (i) the termination of this Lease, (ii) the repossession of the Leased Property, (iii) the failure of Lessor to relet the Leased Property, nor (iv) the reletting of all or any portion thereof, shall relieve Lessee of its liability and obligations hereunder, all of which shall survive any such termination, repossession or reletting. In the event of any such termination, Lessee shall forthwith pay to Lessor all Rent due and payable with respect to the Leased Property to and including the date of such termination. (b) Lessee shall forthwith pay to Lessor, at Lessor’s option, as and for liquidated and agreed current damages for Lessee’s default, either: (1) Without termination of Lessee’s right to possession of the Leased Property, each installment of Rent (including Percentage Rent as determined below if applicable) and other sums payable by Lessee to Lessor under the Lease as the same becomes due and payable, which Rent and other sums shall bear interest at the Overdue Rate, and Lessor may enforce, by action or otherwise, any other term or covenant of this Lease; or (2) The unpaid Rent which had accrued at the time of termination, repossession or reletting. 16.4 Waiver. If this Lease is terminated pursuant to Section 16.1, Lessee waives, to the extent permitted by applicable law, (a) any right to a trial by jury in the event of summary proceedings to enforce the remedies set forth in this Article XVI, and (b) the benefit of any laws now or hereafter in force exempting property from liability for rent or for debt. 16.5 Application of Funds. Any payments received by Lessor under any of the provisions of this Lease during the existence or continuance of any Event of Default shall be applied to Lessee’s obligations in the order that Lessor may determine or as may be prescribed by the laws of the State. 17.1 Lessor’s Right to Cure Lessee’s Default. If Lessee fails to make any payment or to perform any act required to be made or performed under this Lease, and fails to cure the same within the relevant time periods provided in Section 16.1, Lessor, without waiving or releasing any obligation of Lessee, and without waiving or releasing any obligation or default, may (but shall be under no obligation to) at any time thereafter make such payment or perform such act for the account and at the expense of Lessee, and may, to the extent permitted by law, enter upon the Leased Property for such purpose and take all such action thereon as, in Lessor’s opinion, may be necessary or appropriate therefor. No such entry shall be deemed an eviction of Lessee. All sums so paid by Lessor and all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses, in each case to the extent permitted by law) so incurred, together with a late charge thereon (to the extent permitted by law) at the Overdue Rate from the date on which such sums or expenses are paid or incurred by Lessors, shall be paid by Lessee to Lessor on demand. The obligations of Lessee and rights of Lessor contained in this Article shall survive the expiration or earlier termination of this Lease. 87 -23- 18.1 Master Lease Provisions. The provisions of this Section 18.1 shall be applicable if the Leased Property (or any portion thereof) is subject to a Master Lease. This Lease is subordinate to the terms, conditions and provisions of the Master Lease (a copy of which has been provided to Lessee). Lessee agrees to keep, observe, perform and be bound by all of Lessor’s obligations under the Master Lease that are applicable to the Leased Property (unless otherwise expressly provided in this Lease), and Lessee shall take no action that would constitute a default under the Master Lease. Except as otherwise provided herein, all of the terms and provisions of the Master Lease which are applicable to or binding upon Lessor as tenant/lessee thereunder, shall also be applicable to or binding upon Lessee in the same manner as if such terms and provisions had been set forth in full herein. All provisions of the Master Lease which inure to the benefit of the ground lessor therein, shall inure to the benefit of and be enforceable by Lessor herein as against Lessee. Lessor shall not be required to perform any obligations of the ground lessor under the Master Lease. Lessor shall not be in default hereunder and shall have no liability to Lessee in connection with any default by ground lessor under the Master Lease. Lessee hereby acknowledges and agrees that the only services or other rights that Lessee is entitled to under this Lease are those to which Lessor is entitled under the Master Lease, and Lessee hereby agrees that Lessee will look solely to ground lessor under the Master Lease for all such services and other rights. If any conflict exists between this this Lease and the Master Lease, the Master Lease shall govern and control. 19.1 REIT Requirements. (a) Lessee understands that, for certain direct or indirect owners of Argo Marina Investors LLC, a Delaware limited liability company (individually or collectively the “Investor REITs”), which in turn holds direct or indirect interests in Lessor, to be eligible to be taxable as “real estate investment trusts” (“REITs” or, individually, a “REIT”) pursuant to Code Section 856, the following requirements (the “REIT Requirements”) must be satisfied: (1) Personal Property Limitation. Anything contained in this Lease to the contrary notwithstanding, the (i) fair market value of personal property located on and used in connection with the Leased Property and subleased to Lessee under this Lease shall not exceed fifteen percent (15%) of the fair market value of the Leased Property and (ii) Rent attributable to personal property pursuant to Section 856(d) of the Code does not and will not, in any calendar year, exceed fifteen percent (15%) of the total Rent payable with respect to the Leased Property. (2) Sublease Rent Limitation. Anything contained in this Lease to the contrary notwithstanding, Lessee shall not sublet the Leased Property on any basis such that the rental or other amounts to be paid by the sublessee thereunder would be based, in whole or in part, on either (a) the net income or profits derived by the business activities of the sublessee, or (b) any other formula such that any portion of the Rent would fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provision thereto. 88 -24- (b) Lessee agrees, and agrees to use its best efforts to cause its Affiliates, to use its best efforts to permit the REIT Requirements to be satisfied and to cooperate in good faith with the Investor REITs and Lessor to ensure that the REIT Requirements are satisfied. Lessee agrees, and agrees to use reasonable efforts to cause its Affiliates, upon request by any Investor REIT, and, where appropriate, at the relevant Investor REIT’s expense, to take reasonable action necessary to ensure compliance with the REIT Requirements. Immediately after becoming aware that the REIT Requirements are not, or will not be, satisfied, Lessee shall notify, or use reasonable efforts to cause its Affiliates to notify, the Investor REITs of such non-compliance. (c) If Lessee retains a manager to manage the Leased Property (a “Property Manager”), such Property Manager, as well as the property management agreement between Lessee and the Property Manager (the “Property Management Agreement”) will be subject to the approval of Lessor, which approval may be given or withheld in Lessor’s sole and absolute discretion. In such event, Lessee will, at all times during the Term, cause the Leased Property to be operated and managed in a manner that will comply with all REIT Requirements. Lessee may not amend, modify, or terminate the Property Management Agreement in any respect or change the Property Manager without the prior written consent of Lessor, which may be given or withheld in Lessor’s sole and absolute discretion. Lessee shall also provide Lessor with copies of any amendments or modifications to the Property Management Agreement which are entered into from time to time or any other Property Management Agreement (which shall be subject to the approval of Lessor as stated above). (d) Notwithstanding anything to the contrary in this Agreement, in the event that counsel or independent accountants for any Investor REIT, determine that there exists a material risk that the receipt of any Rent by Lessor during a taxable year hereunder would generate income not described in Sections 856(c)(2)(A)-(H) and 856(c)(3)(A)-(I) of the Code (such income, “Non-Qualifying Income”) and thereby create a material risk that any Investor REIT would have Non-Qualifying Income for the applicable year in an amount in excess of 4.5% of gross income for such year (any amount so in excess, the “Excess Non- Qualifying Income”), the amount of Rent paid to Lessor pursuant to Section 3.1 of this Agreement in such tax year shall not exceed the maximum amount that can be paid to Lessor in such year without causing any Investor REIT to have Excess Non-Qualifying Income for such year. If the amount of Rent paid for any tax year under the preceding sentence is less than the amount of Rent which would otherwise be paid to Lessor pursuant to Section 3.1 of this Agreement (the “Deferred Rent Amount”), then: Lessor shall not be entitled to any such amount, unless and until Lessor delivers to Lessee, at the sole option of Lessor, (i) an opinion of such Lessor’s tax counsel to the effect that such amount, if and to the extent paid, should not constitute Excess Non-Qualifying Income, (ii) a letter from the independent accountants of such Lessor indicating the maximum amount that should be payable at that time to Lessor without causing any Investor REIT to have Excess Non- Qualifying Income for any relevant taxable year, in which case Lessor shall be paid such maximum amount or (iii) a private letter ruling issued by the IRS to such Investor REITs indicating that the receipt of any Deferred Rent Amount hereunder will not cause such Investor REITs to fail to meet the requirements imposed on REITs pursuant to Sections 856 through and including 860 of the Code. The obligations of Lessee to pay any Deferred 89 -25- Rent Amount which is not paid as a result of this provision shall terminate five years from the original date such amount would have been paid without regard to this provision and Lessor shall have no further right to receive any such amount. 20.1 Holding Over. If Lessee for any reason remains in possession of the Leased Property after the expiration or earlier termination of the Term, such possession shall be as a tenant at sufferance during which time Lessee shall pay as rental each month one hundred fifty percent (150%) of the aggregate of (a) one-twelfth (1/12th) of the aggregate Base Rent and Percentage Rent payable with respect to the last Fiscal Year of the Term with respect to such Leased Property, (b) all Additional Charges accruing during the applicable month and (c) all other sums, if any, payable by Lessee under this Lease with respect to the Leased Property. During such period, Lessee shall be obligated to perform and observe all of the terms, covenants and conditions of this Lease, but shall have no rights hereunder other than the right, to the extent given by law to tenancies at sufferance, to continue its occupancy and use of the Leased Property. Nothing contained herein shall constitute the consent, express or implied, of Lessor to the holding over of Lessee after the expiration or earlier termination of this Lease. 21.1 Abatement of Rent. Except in the event of a constructive eviction of Lessee from the Leased Property for any reason other than an Event of Default or as expressly provided in this Lease, Lessee shall not be entitled to any abatement of Rent. 22.1 Indemnification. Notwithstanding the existence of any insurance, and without regard to the policy limits of any such insurance or self-insurance, Lessee will protect, indemnify, hold harmless and defend Lessor from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses), to the extent permitted by law, imposed upon or incurred by or asserted against Lessor Indemnified Parties by reason of any failure of Lessee or any of its agents, employees or invitees to perform any obligations under this Lease or by reason of their respective gross negligence or willful misconduct. Any amounts that become payable under this Section shall be paid within ten (10) days after liability therefor on the part of the Indemnifying Party is determined by litigation or otherwise, and if not timely paid, shall bear a late charge (to the extent permitted by law) at the Overdue Rate from the date of such determination to the date of payment. An Indemnifying Party, at its expense, shall contest, resist and defend any such claim, action or proceeding asserted or instituted against the Indemnified Party. The Indemnified Party, at its expense, shall be entitled to participate in any such claim, action, or proceeding, and the Indemnifying Party may not compromise or otherwise dispose of the same without the consent of the Indemnified Party, which may not be unreasonably withheld. Nothing herein shall be construed as indemnifying a Lessor Indemnified Party against its own grossly negligent acts or omissions or willful misconduct. 90 -26- 23.1 Subletting and Assignment. (a) Lessee may not assign or sublet all or any portion of this Lease or the Leased Property without the written consent of Lessor, which consent may be withheld in Lessor’s sole discretion. In the case of a subletting, the sublessee shall comply with the provisions of Section 23.2, and in the case of an assignment, the assignee shall assume in writing and agree to keep and perform all of the terms of this Lease on the part of Lessee to be kept and performed and shall be, and become, jointly and severally liable with Lessee for the performance thereof. In case of either an assignment or subletting made during the Term, Lessee shall remain primarily liable, as principal rather than as surety, for the prompt payment of the Rent and for the performance and observance of all of the covenants and conditions to be performed by Lessee hereunder. An original counterpart of each such sublease and assignment and assumption, duly executed by Lessee and such sublessee or assignee, as the case may be, in form and substance satisfactory to Lessor, shall be delivered promptly to Lessor. In addition to the foregoing requirements, if the Leased Property (or any portion thereof) is subject to a Master Lease, any assignment or subletting by Lessee must be performed in strict compliance with the terms of such Master Lease. (b) Notwithstanding anything contained in this Lease to the contrary, Lessor shall have an absolute, unequivocal right to (i) assign or transfer its interest in this Lease to an affiliate and/or (ii) convert to an entity formed in a different jurisdiction or a different type of legal entity. 23.2 Subordination and Attornment. Lessee shall insert in each sublease permitted under Section 23.1 that is entered into subsequent to the Effective Date provisions to the effect that (a) such sublease is subject and subordinate to all of the terms and provisions of this Lease and to the rights of Lessor hereunder (if Lessor executes a non-disturbance agreement with respect thereto), (b) if this Lease terminates before the expiration of such sublease, the sublessee thereunder will, at Lessor’s option, attorn to Lessor (or to any subsequent lessee of all or any portion of the Leased Property) and waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder as a result of the termination of this Lease, and (c) if the sublessee receives a written Notice from Lessor or Lessor’s assignees, if any, stating that an uncured Event of Default exists under this Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such Notice, or as such party may direct. All rentals received from the sublessee by Lessor or Lessor’s assignees, if any, as the case may be, shall be credited against the amounts owing by Lessee under this Lease. 24.1 Officer’s Certificates; Financing Statements; Lessor’s Estoppel Certificates and Covenants. (a) At any time and from time to time upon not less than ten (10) days’ Notice by Lessor, Lessee will furnish to Lessor or to any person designated by Lessor an estoppel certificate certifying that this Lease is unmodified and in full force and effect (or that this 91 -27- Lease is in full force and effect as modified and setting forth the modifications), the date to which the Rent has been paid, whether to the knowledge of Lessee there is any existing default or Event of Default hereunder by Lessor or Lessee, and such other information as may be reasonably requested by Lessor. Any such certificate furnished pursuant to this Section may be relied upon by Lessor, any lender and any prospective purchaser of the Leased Property. (b) Upon the request of Lessor, Lessee will furnish the following statements to Lessor: (1) with reasonable promptness, such information respecting the financial condition and affairs of Lessee including financial statements, as Lessor may reasonably request from time to time; and (2) the most recent Consolidated Financials of Lessee within forty-five (45) days after each quarter of any Fiscal Year (or, in the case of the final quarter in any Fiscal Year, the most recent Consolidated Financials of Lessee within ninety (90) days). (c) At any time and from time to time upon not less than ten (10) days’ Notice by Lessee, Lessor will furnish to Lessee or to any person designated by Lessee an estoppel certificate certifying that this Lease is unmodified and in full force and effect (or that this Lease is in full force and effect as modified and setting forth the modifications), the date to which Rent has been paid, whether to the knowledge of Lessor there is any existing default or Event of Default on Lessee’s part hereunder, and such other information as may be reasonably requested by Lessee. 25.1 Lessor’s Right to Inspect. Lessee shall permit Lessor and its authorized representatives as frequently as reasonably requested by Lessor to inspect the Leased Property and Lessee’s accounts and records pertaining thereto and make copies thereof, during usual business hours upon reasonable advance Notice. Lessor shall provide at least twenty-four (24) hours’ Notice to Lessee prior to such inspection, except in the event of an emergency. 26.1 No Waiver. No failure by Lessor or Lessee to insist upon the strict performance of any term hereof or to exercise any right, power or remedy consequent upon a breach thereof, and no acceptance of full or partial payment of Rent during the continuance of any such breach, shall constitute a waiver of any such breach or of any such term. To the extent permitted by law, no waiver of any breach shall affect or alter this Lease, which shall continue in full force and effect with respect to any other then existing or subsequent breach. 27.1 Remedies Cumulative. To the extent permitted by law, each legal, equitable or contractual right, power and remedy of Lessor or now or hereafter provided either in this Lease or 92 -28- by statute or otherwise shall be cumulative and concurrent and shall be in addition to every other right, power and remedy, and the exercise or beginning of the exercise by Lessor of any one or more of such rights, powers and remedies shall not preclude the simultaneous or subsequent exercise by Lessor of any or all of such other rights, powers and remedies. 28.1 Acceptance of Surrender. No surrender to Lessor of this Lease or of the Leased Property or any part thereof, or of any interest therein, shall be valid or effective unless agreed to and accepted in writing by Lessor, and no act by Lessor or any representative or agent of Lessor, other than such a written acceptance by Lessor, shall constitute an acceptance of any such surrender. 29.1 No Merger of Title. There shall be no merger of this Lease or of the leasehold estate created hereby by reason of the fact that the same person or entity may acquire, own or hold, directly or indirectly: (a) this Lease, or the leasehold estate created hereby or any interest in this Lease or such leasehold estate and (b) the fee estate in the Leased Property. 30.1 Conveyance by Lessor. If Lessor or any successor owner of the Leased Property conveys the Leased Property in accordance with the terms hereof other than as security for a debt, and the grantee or transferee of the Leased Property expressly assumes all obligations of Lessor hereunder arising or accruing from and after the date of such conveyance or transfer, Lessor or such successor owner, as the case may be, shall thereupon be released from all future liabilities and obligations of Lessor under this Lease arising or accruing from and after the date of such conveyance or other transfer as to the Leased Property and all such future liabilities and obligations shall thereupon be binding upon the new owner. 30.2 Mortgages and Subordination. This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other interests heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereinafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage and that the holder of such Mortgage or the purchaser at a foreclosure sale shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably 93 -29- constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable. Lessee hereby waives and releases any claim it might have against Lessor or any other party for any actions lawfully taken by the holder of any Mortgage. 31.1 Quiet Enjoyment. So long as Lessee pays all Rent as the same becomes due and complies with all of the terms of this Lease and performs its obligations hereunder, in each case within the applicable grace periods, if any, Lessee shall peaceably and quietly have, hold and enjoy the Leased Property for the Term hereof, free of any claim or other action by Lessor or anyone claiming by, through or under Lessor, but subject to all liens and encumbrances subject to which the Leased Property was conveyed to Lessor or hereafter consented to by Lessee or provided for herein. 32.1 Notices. All notices, demands, requests, consents, approvals and other communications (“Notice” or “Notices”) hereunder shall be in writing and (i) personally served or, (ii) mailed by registered or certified mail, return receipt requested and postage prepaid or, (iii) sent by trackable overnight nationally recognized courier service, next Business Day delivery or, (iv) via facsimile (provided (i), (ii) or (iii) are also utilized), and addressed as follows: If to Lessor: HCM Dry Storage, LLC 17330 Preston Road, Suite 100C Dallas, Texas 75252 Attn: Bryan Redmond If to Lessee: Argo SMI Hidden Cove OpCo, LLC 17330 Preston Road, Suite 100C Dallas, Texas 75252 Attn: Bryan Redmond Personally delivered Notice shall be effective upon receipt, Notice given by mail shall be complete at the time of deposit in the U.S. Mail system, Notice given by trackable overnight nationally recognized courier service, next Business Day delivery shall be complete at the time of deposit with such courier service, and Notice given by facsimile shall be complete at the time evidenced by the printed verification thereof, provided one of the other methods is also utilized, but any prescribed period of Notice and any right or duty to do any act or make any response within any prescribed period or on a date certain after the service of such Notice given by mail shall be extended five days. 94 -30- 33.1 Lessor May Grant Liens. Without the consent of Lessee, Lessor may, from time to time, directly or indirectly, create or otherwise cause to exist any lien, encumbrance or title retention agreement (“Encumbrance”) upon the Leased Property, including specifically, without limitation, one or more Encumbrances that secure financing or refinancing. 34.1 Miscellaneous. Anything contained in this Lease to the contrary notwithstanding, all claims against, and liabilities of, Lessee or Lessor arising prior to any date of termination of this Lease shall survive such termination for a period or one (1) year, and any claim or action in connection therewith shall be filed within said one (1) year period or be deemed finally and irrevocably waived, released and relinquished thenceforth. If any term or provision of this Lease or any application thereof is invalid or unenforceable, the remainder of this Lease and any other application of such term or provisions shall not be affected thereby. If any late charges or any interest rate provided for in any provision of this Lease are based upon a rate in excess of the maxim um rate permitted by applicable law, the parties agree that such charges shall be fixed at the maximum permissible rate. Neither this Lease nor any provision hereof may be changed, waived, discharged or terminated except by a written instrument signed by Lessor and Lessee. All the terms and provisions of this Lease shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. The headings in this Lease are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. This Lease shall be governed by and construed in accordance with the laws of the State, but not including its conflicts of law rules. 34.2 Transition Procedures. Upon the expiration or termination of the Term, for whatever reason, Lessor and Lessee shall do the following (and the provisions of this Section 34.2 shall survive the expiration or termination of this Lease until they have been fully performed) and, in general, shall cooperate in good faith to effect an orderly transition of the management and/or lease of the Leased Property. (a) Transfer of Licenses. Upon the expiration or earlier termination of the Term, Lessee shall use commercially reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Leased Property (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee. (b) Leases and Concessions. Lessee shall assign to Lessor or Lessor’s nominee simultaneously with the termination of this Lease, and Lessee shall cooperate with the assignee in the assignment or termination of all leases and concession agreements in effect with respect to the Leased Property then in Lessee’s name. 95 -31- (c) Books and Records. All books and records for the Leased Property kept by Lessee shall be delivered promptly to Lessor or Lessor’s nominee, simultaneously with the termination of this Lease, but such books and records shall thereafter be available to Lessee at all reasonable times for inspection, audit, examination, and transcription for a period of one (1) year and Lessee may retain (on a confidential basis) copies or computer records thereof. (d) Final Financial Statements. Lessor and Lessee shall cooperate in the preparation of final financial statements and the final reconciliation with respect to management fees, Leased Property expenses, and any other costs related to the use and operation of the Leased Property, which shall be calculated by Lessee within three (3) months after termination of this Lease (such reconciliation to be completed at Lessee’s expense). (e) Interim Management Arrangement. So as to avoid any disruption or delay of any services at the Leased Property, Lessee shall, upon the request of the successor lessee or operator of the Leased Property, enter into an interim management arrangement with such successor in form and substance reasonably acceptable to Lessee, which shall lawfully permit the successor tenant or operator to continue to operate the Leased Property or activities of the Leased Property under Lessee’s (or any Property Manager’s) license or permit until the completion of the transfer and issuance of a replacement license or permit, not to exceed one hundred twenty (120) days. (f) Subleases. Lessee shall assign its interest in any subleases to Lessor or a successor lessee, as directed by Lessor. 34.3 Waiver of Presentment, etc. Lessee waives all presentments, demands for payment and for performance, notices of non-performance, protests, notices of protest, notices of dishonor, and notices of acceptance and waives all notices of the existence, creation, or incurring of new or additional obligations, except as expressly granted herein. 34.4 Limitation of Liability. The obligations of Lessor and Lessee under this Lease do not constitute personal obligations of their respective individual partners, members, directors, officers, shareholders, trustees or beneficiaries, and neither party shall seek recourse against the other party’s partners, members, directors, officers, shareholders, trustees or beneficiaries (whether directly or by virtue of pursuing a note receivable from (or other claim by Lessor or Lessee against) such partners, members, directors, officers, shareholders, trustees or beneficiaries), or any of their personal assets for satisfaction of any liability with respect to this Lease. The provisions of this Section are not designed to relieve either party from the performance of any of their obligations hereunder, but rather to limit such party’s liability in the case of the recovery of a judgment against it, as aforesaid; nor shall any of the provisions of this Section be deemed to limit or otherwise affect a party’s right to obtain injunctive relief or specific performance or availability of any other right or remedy which may be accorded such party by law or the Lease. Notwithstanding the foregoing provisions of this Section 34.4 to the contrary, Lessor may pursue a claim against the partners, members, directors, officers, shareholders, trustees or beneficiaries of Lessee to the extent that Lessee distributes Gross Revenue to any or all of such parties at such time as Rent is due and owing to Lessor or Lessee otherwise misappropriates or misapplies Gross Revenues in a manner 96 -32- contrary to the terms and conditions of this Lease; provided, however, that any such claim shall be limited to the amount that is so distributed, misappropriated or misapplied. 35.1 Memorandum of Lease. Lessor and Lessee shall promptly upon the request of either enter into short form memoranda of both the existence and termination of this Lease, as and when applicable, in form suitable for recording under the laws of the State in which reference to this Lease, and all options contained herein, shall be made. The party requesting any such memorandum of this Lease shall pay all costs and expenses of recording such memorandum, including any real estate excise transfer or sales tax that may be due and payable in conjunction with recording any such memorandum. The provisions of this paragraph shall survive termination of the Lease. 36.1 Option to Renew. Lessee shall have the right to extend the Term as set forth on Exhibit B. 36.2 Fair Market Rent. For the purposes of this Article, “Fair Market Rent” shall mean the Base Rent, on a so called “triple net” basis, that would be paid by a willing tenant, not compelled to lease, and accepted by a willing landlord, not compelled to lease, for the Leased Property as of the commencement date of the applicable Renewal Term. At the written request of Lessee made at any time within the last Lease Year of the Term or any Renewal Term, Lessor shall notify Lessee of its determination of Fair Market Rent. If Lessee disagrees with the Fair Market Rent as determined by Lessor, Lessee shall promptly notify Lessor of same and Lessee and Lessor shall negotiate in good faith the appropriate amount of Fair Market Rent for the applicable Renewal Term. 36.3 Conditions. At Lessor’s option, which may be exercised in its sole discretion, Lessee may exercise its option to renew hereunder, and an exercise thereof shall be only effective, if at the time of Lessee’s exercise of the option and on the commencement date of the applicable Renewal Term, this Lease is in full force and effect and there are no events or circumstances which, with the giving of notice or the passage of time, or both, could constitute a default by Lessee under this Lease, and inasmuch as this option is intended only for the benefit of the original Lessee named in this Lease, the entire Leased Property are occupied by the original Lessee named herein and the Lessee has neither assigned this Lease nor sublet any portion of the Leased Property. [Signature Page Follows.] 97 98 Exhibit A EXHIBIT A OUTLINE OF LEASED LAND Leased land - Fuel storage tank placement space (179 s.f.) noted at the top of this diagram. 99 Exhibit A Ship store building, fueling area, location for fuel pumps, and slips as denoted in the diagram. Ship store Fueling area Fueling area Fuel Pump location Fuel Pump 18 Covered slips for Boat club/boat rental 100 Exhibit A 101 Exhibit B EXHIBIT B CERTAIN KEY TERMS Term. Term of the Lease shall expire on December 31, 2025. Lessee shall have the right to extend the Term for one (1) term of two (2) years (the “Renewal Term”) but only to the extent permitted under the Master Lease, if applicable. Permitted Uses: Restaurant Facility; Clubhouse; Ship Store; Fuel Service Station/Fueling Docks; Service Center/Boat Repair Facility; Parts Warehouse; Boat Rental Facility; Office Space; Retail Space; Banquet/Event Space; Fitness Facility; Other (specify): None Allocable Share: None 102 Exhibit C-1 EXHIBIT C-1 BASE RENT Base Rent: $6,712.00/month 103 Exhibit C-2 EXHIBIT C-2 PERCENTAGE RENT IF APPLICABLE: Lessee shall pay Lessor Percentage Rent as required under this Lease or as otherwise required in accordance with the terms and conditions of the Master Lease; provided, however, in order to avoid duplication, the Rent paid by Lessee to Lessor under this Lease shall not be included in gross receipts and thus will have no effect on the amount of percentage rent payable to Master Lessor under the Master Lease. IF PERCENTAGE RENT IS NOT APPLICABLE, CHECK HERE: _X____: If checked, any references in the Lease to “Percentage Rent” (including payments of such amounts and delivery of materials evidencing calculation of such amount) are hereby deemed deleted. 104 Appendix A-1 APPENDIX A DEFINITIONS For all purposes of this Lease, except as otherwise expressly provided or unless the context otherwise requires, (a) the terms defined in this Appendix A have the meanings assigned to them in this Appendix A and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles as are at the time applicable, (c) all references in this Lease to designated “Articles,” “Sections” and other subdivisions are to the designated Articles, Sections and other subdivisions of this Lease and (d) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Lease as a whole and not to any particular Article, Section or other subdivision. Additional Charges. As defined in Section 3.3. Affiliate. As used in this Lease, the term “Affiliate” of a person shall mean (a) any person that, directly or indirectly, controls or is controlled by or is under common control with such person, (b) any other person that owns, beneficially, directly or indirectly, ten percent (10%) or more of the outstanding capital stock, shares or equity interests of such person or (c) any officer, director, employee, partner or trustee of such person or any person controlling, controlled by or under common control with such person (excluding trustees and persons serving in similar capacities who are not otherwise an Affiliate of such person). The term “person” means and includes individuals, corporations, general and limited partnerships, stock companies or associations, joint ventures, associations, companies, trusts, banks, trust companies, land trusts, business trusts, or other entities and governments and agencies and political subdivisions thereof. For the purposes of this definition, “control” (including the correlative meanings of the terms “controlled by” and “under common control with”), as used with respect to any person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, through the ownership of voting securities, partnership interests or other equity interests. Annual Budget. As used in this Lease, the term “Annual Budget” shall mean an operating and capital budget prepared by or for Lessee and delivered to Lessor in accordance with Section 3.5. Award. All compensation, sums or anything of value awarded, paid or received on a total or partial Condemnation. Base Rate. The prime rate of interest announced publicly by Citibank, N.A., in New York, New York, from time to time. If no such rate is announced or becomes discontinued, then such rate as is published in The Wall Street Journal as the prime rate from time to time. Base Rent. As defined in Section 3.1(a). Business Day. Each Monday, Tuesday, Wednesday, Thursday and Friday that is not a day on which the Federal Reserve Bank of Dallas is closed. 105 Appendix A-2 Capital Expenditures. As used in this Lease, the term “Capital Expenditures” shall mean expenditures for capital improvements to the Leased Property and replacement or refurbishing of the Improvements, Furniture, Fixtures and Equipment and of other equipment and systems that constitute portions of the Leased Property in connection with the Permitted Uses, and the cost of all approvals, licenses, permits and other authorizations necessary to complete such improvements, replacements and refurbishings, all as designated as capital improvements by and determined in accordance with generally accepted accounting principles. Capital Impositions. Taxes, assessments or similar charges imposed upon or levied against the Leased Property for the costs of public improvements, including, without limitation, roads, sidewalks, public lighting fixtures, utility lines, storm sewers, drainage facilities and similar improvements. CERCLA. The Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. Claims. As defined in Section 12.1 Code. The Internal Revenue Code of 1986, as amended. Commencement Date. The Effective Date. Condemnation. A Taking resulting from (1) the exercise of any governmental power, whether by legal proceedings or otherwise, by a Condemnor, and (2) a voluntary sale or transfer by Lessor to any Condemnor, either under threat of condemnation or while legal proceedings for condemnation are pending. Condemnor. Any public or quasi-public authority, or private corporation or individual, having the power of Condemnation. Consolidated Financials. For any Fiscal Year or other accounting period for Lessee and its consolidated subsidiaries, statements of earnings and retained earnings and cash flow and for the period from the beginning of the respective Fiscal Year to the end of such period and the related balance sheet as at the end of such period, all in reasonable detail and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with generally accepted accounting principles as applied to Lessee and certified by Lessee’s Chief Financial Officer. Date of Taking. The date the Condemnor has the right to possession of the property being condemned. Encumbrance. As defined in Article XXXIII. Environmental Authority. Any department, agency or other body or component of any Government that exercises any form of jurisdiction or authority over Lessor, Lessee or the Leased Property under any Environmental Law. 106 Appendix A-3 Environmental Authorization. Any license, permit, order, approval, consent, notice, registration, filing or other form of permission or authorization required under any Environmental Law. Environmental Laws. All applicable federal, state, local and foreign laws and regulations relating to the environment (including without limitation, ambient air, surface water, ground water, land surface or subsurface strata), including without limitation laws and regulations relating to emissions, discharges, Releases or threatened Releases of Hazardous Materials or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials and laws relating to health or safety. Environmental Laws include but are not limited to CERCLA, FIFRA, RCRA, SARA, OSHA and TSCA. Environmental Liabilities. Any and all obligations to pay the amount of any judgment or settlement, the cost of complying with any settlement, judgment or order for injunctive or other equitable relief, the cost of compliance or corrective action in response to any notice, demand or request from an Environmental Authority, the amount of any civil penalty or criminal fine, and any court costs and reasonable amounts for attorney’s fees, fees for witnesses and experts, and costs of investigation and preparation for defense of any claim or any Proceeding, regardless of whether such Proceeding is threatened, pending or completed, that may be or have been asserted against or imposed upon Lessor, Lessee, any Predecessor, the Leased Property or any property used therein and arising out of: (a) Failure of Lessee to comply at any time with all Environmental Laws; (b) Presence of any Hazardous Materials in excess of allowable limits under any Environmental Laws on, in, under, at or in any way affecting the Leased Property; (c) A Release at any time of any Hazardous Materials on, in, at, under or in any way affecting the Leased Property; (d) Identification by an Environmental Authority of Lessee, Lessor or any Predecessor as a potentially responsible party under CERCLA or under any Environmental Law similar to CERCLA; (e) Presence at any time of any above-ground and/or underground storage tanks, as defined in RCRA or in any applicable Environmental Law on, in, at or under the Leased Property or any adjacent site or facility; or (f) Any and all claims for injury or damage to persons or property arising out of exposure to Hazardous Materials originating or located at the Leased Property, or resulting from operation thereof or any adjoining property. Event of Default. As defined in Section 16.1. FIFRA. The Federal Insecticide, Fungicide, and Rodenticide Act, as amended. Fiscal Year. The 12-month period from January 1 to December 31. 107 Appendix A-4 Furniture, Fixtures and Equipment. For purposes of this Lease, the terms “Furniture, Fixtures and Equipment” shall mean collectively all furniture, wall coverings, fixtures and equipment and systems located at, or used in connection with, the Leased Property, together with all replacements therefor and additions thereto, including, without limitation, (i) all equipment and systems required for the operation of fuel docks, above-ground fuel tank denoted on the marina premises map, boat service centers and related repair facilities, kitchens and laundry facilities, (ii) office equipment, (iii) dining room wagons, materials handling equipment, cleaning and engineering equipment, (iv) telephone and computerized accounting systems, and (v) vehicles including boats and watercraft of any kind. Government. The United States of America, any state, district or territory thereof, any foreign nation, any state, district, department, territory or other political division thereof, or any political subdivision of any of the foregoing. Gross Revenues. means, in connection with any period, all operating revenue received or accrued for the benefit of Lessee and arising from the operation of the Leased Property (or any portion thereof) attributable to such period, calculated on an accrual basis and determined in accordance with GAAP or as defined whether named as “gross receipts” or “gross revenue” under the Master Lease, if applicable. Hazardous Materials. Hazardous Materials shall mean and include: (a) Solid, gaseous, or liquid wastes (including hazardous wastes), hazardous air pollutants, hazardous substances, hazardous materials, regulated substances, restricted hazardous wastes, hazardous chemical substances, mixtures, toxic substances, pollutants or contaminants or terms of similar import as such terms are defined in any Environmental Law as such definition may change from time to time; (b) Any substance or material which now or in the future is known to constitute a threat to health, safety, property or the environment or which has been or in the future is determined by an Environmental Authority to pose a risk of injury to health, safety, property or the environment or exposure to which is prohibited, limited or regulated by any Environmental Law or any Environmental Authority, including all of those materials, wastes and substances designated now or in the future as hazardous or toxic by any Environmental Authority; and (c) Any petroleum, or petroleum products or byproducts, radioactive materials, polychlorinated biphenols, asbestos, whether friable or non-friable, and urea formaldehyde foam insulation or radon gas. Impositions. Collectively, all taxes (including, without limitation, all ad valorem, sales and use, single business, gross receipts, transaction privilege, rent or similar taxes as the same relate to or are imposed upon Lessee or its business conducted upon the Leased Property and all real estate or ad valorem property taxes and inventory and personal property taxes and similar charges on or relating to the Leased Property and the Facility), assessments (including, without limitation, all assessments under private covenants and for public improvements or benefit, whether or not commenced or completed prior to the date hereof and whether or not to be 108 Appendix A-5 completed within the Term), water, sewer or other rents and charges, excises, tax inspection, authorization and similar fees and all other governmental charges, in each case whether general or special, ordinary or extraordinary, or foreseen or unforeseen, of every character in respect of the Leased Property or the business conducted thereon by Lessee (including all interest and penalties thereon caused by any failure in payment by Lessee), which at any time prior to, during or with respect to the Term hereof may be assessed or imposed on or with respect to or be a lien upon (a) Lessor’s interest in the Leased Property, (b) the Leased Property, or any part thereof or any rent therefrom or any estate, right, title or interest therein, or (c) any occupancy, operation, use or possession of, or sales from, or activity conducted on or in connection with the Leased Property, or the leasing or use of the Leased Property or any part thereof by Lessee. Nothing contained in this definition of Impositions shall be construed to require Lessee to pay (1) any tax based on net income (whether denominated as a franchise or capital stock or other tax) imposed on Lessor or any other person, or (2) any net revenue tax of Lessor or any other person, or (3) any tax imposed with respect to the sale, exchange or other disposition by Lessor of the Leased Property or the proceeds thereof, or (4) any single business, gross receipts (other than a tax on any rent received by Lessor from Lessee), transaction, privilege or similar taxes as the same relate to or are imposed upon Lessor. Indemnified Party. Any Lessor Indemnified Party. Indemnifying Party. Any party obligated to indemnify an Indemnified Party pursuant to Section 8.3 or Article XXII. Insurance Requirements. All terms of any insurance policy required by this Lease and all requirements of the issuer of any such policy. Inventory. All merchandise utilized by Lessee in connection with the operation of the Leased Improvement as a Facility, including, without limitation, food, beverage, fuel, linens and other non-depreciable personal property. Investor REIT. As defined in Section 19.1(a). Land. As defined in Article I. Lease. This Facilities Lease Agreement. Leased Improvement, Leased Property. Each as defined in Article I. Legal Requirements. All federal, state, county, municipal and other governmental statutes, laws, rules, orders, regulations, ordinances, judgments, decrees and injunctions affecting either the Leased Property or the maintenance, construction, use or alteration thereof (whether by Lessee or under Lessee’s control), whether or not hereafter enacted and in force, including (a) all laws, rules or regulations pertaining to the environment, occupational health and safety and public health, safety or welfare, and (b) any laws, rules or regulations that may (1) require repairs, modifications or alterations in or to the Leased Property or (2) in any way adversely affect the use and enjoyment thereof; and all permits, licenses and authorizations and regulations relating thereto and all covenants, agreements, restrictions and encumbrances contained in any instruments, either 109 Appendix A-6 of record or known to Lessee (other than encumbrances created by Lessor without the consent of Lessee), at any time in force affecting the Leased Property. Lender. The holder of any loan secured by Lessor’s interest in the Leased Property. Lessee. As defined in the introductory paragraph to this Lease. Lessee’s Personal Property. As defined in Section 6.2. Lessor. As defined in the introductory paragraph to this Lease. Lessor Indemnified Party. Lessor, any Affiliate of Lessor, any other Person against whom any claim for indemnification may be asserted hereunder as a result of a direct or indirect ownership interest (including a stockholder’s, partnership or membership interest) in Lessor, the officers, directors, partners, members, stockholders, employees, agents and representatives of Lessor, and the respective heirs, personal representatives, successors and assigns of any such officer, director, partner, member, stockholder, employee, agent or representative. Master Lease. If applicable that certain ground lease, license or concession contract by and between Lessor as lessee and the applicable governmental agency as fee interest owner or land lessor (“Master Lessor”) covering the Leased Land and, to the extent further applicable, any overlease between Master Lessor and the fee interest owner which covers the Leased Land. Mortgage Loan. Any loan secured by Lessor’s interest in the Leased Property. Notice. A notice given pursuant to Article XXXII. Officer’ s Certificate. A certificate of Lessee reasonably acceptable to Lessor, signed by an authorized signatory of Lessee, or any other person whose power and authority to act has been authorized by delegation in writing by such authorized signatory. OSHA. The Occupational Health and Safety Act, as amended. Overdue Rate. On any date, a rate equal to the Base Rate plus 5% per annum, but in no event greater than the maxim um rate then permitted under applicable law. Payment Date. Any due date for the payment of any installment of Base Rent. Percentage Rent. As defined in Section 3.1(b). Permitted Uses. As defined in Section 7.2(b). Person. Any Government, natural person, corporation, general or limited partnership, limited liability company, stock company or association, joint venture, association, company, trust, bank, trust company, land trust, business trust, or other entity. Predecessor. Any Person whose liabilities arising under any Environmental Law have or may have been retained or assumed by Lessee, either contractually or by operation of law, relating to the Leased Property. 110 Appendix A-7 Proceeding. Any judicial action, suit or proceeding (whether civil or criminal), any administrative proceeding (whether formal or informal), any investigation by a governmental authority or entity (including a grand jury), and any arbitration, mediation or other non-judicial process for dispute resolution. RCRA. The Resource Conservation and Recovery Act, as amended. Release or Releases. A “Release” as defined in CERCLA or in any Environmental Law unless such Release has been properly authorized and permitted in writing by all applicable Environmental Authorities or is allowed by such Environmental Law without authorizations or permits. Rent. Collectively, the Base Rent, Percentage Rent and Additional Charges. SARA. The Superfund Amendments and Reauthorization Act of 1986, as amended. State. The State or Commonwealth of the United States in which the Leased Property is located. Subsidiaries. Persons in which a party owns, directly or indirectly, more than 50% of the voting stock or control, as applicable (individually, a “Subsidiary”). Taking. A taking or voluntary conveyance during the Term of all or part of the Leased Property, or any interest therein or right accruing thereto or use thereof, as the result of, or in settlement of, any Condemnation or other eminent domain proceeding affecting the Leased Property whether or not the same shall have actually been commenced. Term. As defined in Section 1.2. TSCA. The Toxic Substances Control Act, as amended. Unavoidable Occurrence. If Lessee is unable to timely fulfill its obligations under this lease due to: (i) strikes or lockouts affecting the general vicinity in which the Leased Property is located, (ii) delays in the delivery of materials or disruption of shipping, (iii) wars, riots, or civil insurrection, (iv) changes (occurring after the date hereof) in laws, codes and regulations (but not based on the failure, within the reasonable control of Lessee, to comply with laws, codes, or regulations and documents of record presently in effect), (v) fire or other casualty not caused by Lessee or any Affiliate of Lessee, (vi) lawsuits, injunctions and moratoriums beyond Lessee’s reasonable control (but not based on the failure, within the reasonable control of Lessee, to comply with laws, codes, or regulators and documents of record presently in effect), (vii) weather or (viii) drought. Uneconomic for Previous Use. A state or condition of the Leased Property such that, in the good faith judgment of Lessee or Lessor, as applicable, reasonably exercised and evidenced by the resolution of the board of directors or other governing body of the respective entity, the Leased Property cannot be operated on a commercially practicable basis for its previous use, taking into account, among other relevant factors, the number of usable units and projected revenues, such that Lessee shall complete the cessation of operations from the Leased Property. 111 Appendix A-8 1148457-CHISR01A - MSW Unsuitable for Previous Use. A state or condition of the Leased Property such that, in the good faith judgment of Lessee or Lessor, as applicable, reasonably exercised and evidenced by the resolution of the board of directors or other governing body of the respective entity, due to casualty damage or loss through Condemnation, the Leased Property cannot function as a Leased Property consistent with standards applicable to a well maintained and operated marina facility. 112 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - _______ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A FACILITIES LEASE AGREEMENT BY AND BETWEEN HIDDEN COVE MARINA DRY STORAGE, LLC AND SUNTEX AND MARINA INVESTORS FOR AMENITY OPERATIONS; AUTHORIZING THE CITY MANAGER TO EXECUTE THE CONTRACT; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City has determined that it is in the best interest of the City to enter into the agreement with the Hidden Cove Marina Dry Storage, LLC and Suntex and Marina Investors under the terms and conditions provided therein; and THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THAT: Section 1.The Facilities Lease Agreement, 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 Agreement 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 COUNCOL OF THE CITY OF THE COLONY, TEXAS, THIS 15TH DAY OF OCTOBER, 2024. _____________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________ Kimberly Thompson, Deputy City Secretary APPROVED AS TO FORM: ___________________________________ Jeffrey L. Moore, City Attorney 113 Agenda Item No:5.1 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Submitting Department: Planning Item Type: Ordinance Agenda Section: Subject: Conduct a public hearing, discuss and consider an ordinance regarding the approval of a Specific Use Permit (SUP) to allow a laboratory with scientific testing and administrative office known as “Devansh Lab Werks,” located at 6600 Paige Road Suite 100 and Suite 111, within the Office 1 (O-1) Zoning District and Gateway Overlay District. (Williams) Suggested Action: please see the attached staff report, drawings, maps and illustrations for detailed land use, site layout and staff recommendations Attachments: SUP24-0003 CC staff report draft.doc Ordinance EXHIBITS (rev).pdf Ord. 2024-xxxx Devansh Lab Werks.docx 114 1 CITY COUNCIL REPORT AGENDA DATE:October 15, 2024 DEPARTMENT:Planning Department SUBJECT: SUP24-0003: 6600 Paige Road, Suite 111 Devansh Lab Werks (Laboratory- Scientific Testing) Conduct a public hearing, discuss and consider an ordinance regarding the approval of a Specific Use Permit (SUP) to allow a laboratory with scientific testing and administrative office known as “Devansh Lab Werks,” located at 6600 Paige Road Suite 100 and Suite 111, within the Office 1 (O-1) Zoning District and Gateway Overlay District. OWNER/ENGINEER Owner:YODH Investors Inc. Irving, Texas Applicant:Sudhakar Kancharla The Colony, Texas EXISTING CONDITION OF PROPERTY The tenant space within Paige Plaza was previously developed as a church, known as “Horizons Church”, at 6600 Paige Rd, Suite 111. PROPOSED DEVELOPMENT The applicant requests Specific Use Permit (SUP) approval to allow the use of a proposed Laboratory with scientific testing within Paige Plaza. The proposed use will provide diagnostic testing services related to blood clinical chemistry and urine toxicology. The applicant intends to operate from Monday to Saturday between 9:00 a.m. until 6:00 p.m. PRIOR ACTION On October 8, 2024 the Planning and Zoning Commission recomended (5-0) to approve the request regarding the Specific Use Permit (SUP) of a laboratory with scientific testing known as “Devansh Lab Werks” at 6600 Paige Rd, Suite 111 (Paige Plaza). ADJACENT ZONING AND LAND USE North - Single-Family -4 (SF-4) – Subdivision Colony No. 11 South - Single-Family -4 (SF-4) – Subdivision Colony No. 8 East - Single-Family -4 (SF-4) – North Colony Church of Christ West -Single-Family -4 (SF-4) – Subdivision Colony No. 11 DEVELOPMENT REVIEW COMMITTEE (DRC) REVIEW The Development Review Committee (DRC) finds the SUP meets the requirements of The Colony Code of Ordinances, Appendix A, Zoning Ordinance and other applicable ordinances as outlined in the Staff Report. ATTACHMENTS 1. Staff Analysis 4. Applicant Narrative 2. Location Map 5. Planning and Zoning Commision 3. Site Plan and floor plan minutes 115 2 ATTACHMENT 1 Staff Analysis Land Use Analysis The subject site is located within the Office 1 (O-1) Zoning District. This establishment will be considered a Laboratory with scientific testing which requires a SUP in in the O-1 Zoning District. Specific Use Permit approval is intended to offer further evaluation of certain uses and appropriateness of the operation of those uses within the context of the surrounding area. The proposed laboratory with scientific testing will occupy the former Horizons Church, located in suite 111 at 6600 Paige Road. The applicant intends to operate from Monday to Saturday between 9:00 a.m. until 6:00 p.m. Devansh Lab Werks will occupy two suites in Paige Plaza. Suite 111 is 6,508 sq. ft. and will function as the laboratory where the clinical testing will take place and the related diagnostic technology will be located. Suite 100 is 1,160 sq. ft. and will operate as an office/administrative space, similar to existing uses within Paige Plaza. Uses within the Office 1 (O-1) Zoning District typically include general office spaces, medical clinics and shops with limitations. Nearby uses in the O-1 District include: existing businesses in Paige Plaza [Medical center, Dentist office, Tax services]. Specific Use Permit (SUP) Criteria In accordance with Section 10-905 (Special Use Permits - Approval Criteria) of the Zoning Ordinance, the Planning and Zoning Commission and City Council shall review and evaluate a Specific Use Permit application using the following criteria: 1.Conformance with the City of The Colony’s Comprehensive Plan; The Future Land Use Map identifies this area as “Single Family Residential Neighborhoods” which includes single-family, detached homes on individual lots. Although the proposed land use is not in strict conformance with the Single Family Neighborhood recommendation of the comprehensive plan, it is proper to consider within the context of the Office-1 (O-1), and the anticipation that O-1 districts and O-1 district uses will be located in close proximity to residential areas. 2.Conformance with applicable regulations and standards established by the zoning regulations; With the approval of the SUP, the application will be in conformance with the Zoning Ordinance and the applicable single-family 4 zoning regulations being located in close proximity to residential areas. 3.Compatibility with existing or permitted uses on abutting sites, in terms of building height, build and scale, setbacks on open spaces, landscaping and site development, access and circulation features, architectural compatibility; The proposed Laboratory with scientific testing use is generally compatible with the existing and permitted uses on site. The surrounding area is primarily single family residential and the plaza is developed in accordance with the zoning regulations. 116 3 4.Safety and convenience of vehicular and pedestrian circulation in the vicinity, including traffic reasonably expected to be generated by the proposed use and other uses reasonable and anticipated in the area, existing zoning and land uses in the area; The site layout for the subject site has been reviewed and has been previously approved by the City, which meets traffic circulation and associated requirements. 5.Protection of persons and property from erosion, flood, or water damage, fire, noise, glare, air quality, generation of dust and odors, and similar hazards and impacts; The subject site was developed in accordance with the applicable regulations at the time of construction. 6.Location, lighting and type of signs; the relation of signs to traffic control and adverse effect of signs on adjacent properties; All existing lighting will remain as previously approved. All signage shall be reviewed in accordance with the Sign Ordinance. 7.Adequacy and convenience of off-street parking and loading facilities; The subject site meets the Zoning Ordinance requirements for off-street parking and no increase in off-street parking is anticipated. 8.Determination that the proposed use and site development, together with any modifications applicable thereto, will be compatible with existing or permitted uses in the vicinity; Developments within Office 1 (O-1) Zoning District generally consist of office spaces and clinics. The proposed development of a Laboratory with scientific testing is compatible with the intended uses for Office 1 (O-1) Zoning District and permitted uses in the vicinity. 9.Determination that any conditions applicable to approval are the minimum necessary to minimize potentially unfavorable impacts on nearby uses in the same district and surrounding area No special conditions are being recommended by staff. The proposed use as requested is not anticipated to create any unfavorable impacts on nearby uses in the same district and surrounding area. 10.Determination that the proposed use, together with the conditions applicable thereto, will not be detrimental to the public health, safety, or welfare of materially injurious to properties or improvements in the vicinity. The proposed use is not anticipated to be detrimental to the public health, safety, or welfare. Infrastructure Improvements No specific public infrastructure improvements are planned for this area. Notification The Zoning Ordinance requires newspaper notification a minimum of fifteen (15) days prior to the City Council meeting. Notice for this SUP Public Hearing was published in The Dallas 117 4 Morning News on September 25, 2024. In addition, the Zoning Ordinance requires notification of property owners located within 200 feet of the subject property. Public Hearing notices were mailed on September 25, 2024 to adjacent property owners. No comments either for or against the SUP were received as of printing of this packet. Development Review Committee Review The Development Review Committee (DRC) finds the SUP meets the requirements of The Colony Code of Ordinances, Appendix A, Zoning Ordinance and other applicable ordinances as outlined in the Staff Report. 118 119 120 121 122 123 124 125 +1 (205) 994-8266 6600 Paige RD Suite 111, The Colony, TX 75056 info@devlabwerks.com www.devlabwerks.com 205-201-4797 234 Aquarius Drive, Suite 100,111, Homewood, AL 35209 To Planning Department From Devansh Lab Werks, 6600 Paige Rd, #111, The Colony, TX, 75056. Sub: Project Narrative: Special Use Permit for Clinical Diagnostics Laboratory Project Overview: This project seeks approval for a Special Use Permit (SUP) to establish and operate a Clinical Diagnostics Laboratory at 6600 Paige Rd, Suite 111, The Colony TX 75056. The laboratory will provide a comprehensive range of diagnostic services, including blood tests, molecular diagnostics, and other specialized analyses, contributing to the overall healthcare infrastructure of the community. In addition, we provide the Mobile Phlebotomy Services for blood collection and other diagnostic services to patients at their homes. This addition allows the facility to serve a wider range of patients, including those who are homebound, enhancing healthcare accessibility for the community. The proposed site is currently zoned as an Office District, allowing for a range of commercial and medical uses. However, under the current zoning regulations, a Clinical Diagnostics Laboratory requires a Special Use Permit (SUP). The request for this SUP is supported by the growing community demand for accessible, high-quality diagnostic services, which the laboratory will provide. The Mobile Phlebotomy Services align with the intended use by expanding the reach of medical services to meet the growing community demand for home-based diagnostics. The proposed laboratory complies with The Colony’s Comprehensive Plan, which emphasizes the need for healthcare facilities to serve the city’s expanding population. The plan highlights the importance of accessible healthcare services within commercial zones, and the laboratory’s location supports these objectives by offering essential services close to residential areas and other medical providers. The laboratory will fully adhere to all zoning regulations and standards established by the City of The Colony, including building codes, land use regulations, and environmental standards. No significant variances from the current development regulations are necessary, ensuring the facility fits the intended use and scale of the zoning district. The potential impact on neighbouring properties has been carefully considered, and the operations of the laboratory are expected to be comparable to those of other permitted medical or commercial uses, without causing excessive noise, traffic, or disturbances. The addition of Mobile Phlebotomy Services is not expected to generate excessive traffic or disturbances, as mobile services will operate offsite, traveling directly to patients’ homes. 126 +1 (205) 994-8266 6600 Paige RD Suite 111, The Colony, TX 75056 info@devlabwerks.com www.devlabwerks.com 205-201-4797 234 Aquarius Drive, Suite 100,111, Homewood, AL 35209 The Mobile Phlebotomy Services will be operated by employee own vehicles, each equipped with the necessary medical supplies and tools to perform blood draws and other specimen collections at patients’ residences. These vehicles will be staffed by trained, certified phlebotomists who adhere to all medical protocols to ensure safe and sterile procedures. All Phlebotomists will start their work based on patient appointments scheduled in advance through the laboratory’s centralized system. This service offers convenience to patients who cannot travel to the clinic and supports physicians who require timely diagnostic information for homebound patients. Operational Process: Appointment Scheduling: Patients or their healthcare providers schedule appointments via phone or an online platform. The scheduling system allows for efficient route planning to minimize travel times and ensure timely service. Preparation and Dispatch: Each phlebotomist is assigned appointments in advance and provided with all the necessary equipment so that their starting point for work is from their home itself. This allows them to go directly to their scheduled appointments without needing to check in at a physical office, streamlining the process and ensuring they have everything they need for the day. The vehicles are stocked with sterile supplies, including blood collection tubes, needles, gloves, and alcohol swabs, ensuring the highest standards of hygiene. On-site Procedure: Upon arrival at the patient’s home, the phlebotomist follows strict procedural guidelines, including the verification of patient identity, sterile techniques, and proper collection methods. Collected specimens are stored in temperature-controlled containers within the vehicle to maintain integrity until delivered to the laboratory for analysis. Specimen Delivery: At the end of each route, collected specimens are returned to the Clinical Diagnostics Laboratory for processing at staggered intervals throughout the day. Phlebotomists will not all drop off specimens at the same time, thus avoiding any potential traffic congestion around the laboratory. Each phlebotomist is assigned specific time slots during their routes for specimen delivery, ensuring that traffic is minimal, and the workflow remains smooth. Furthermore, some phlebotomists may hand over specimens to a designated courier service, which will transport the samples to the lab, further reducing the need for multiple vehicles to arrive at the laboratory simultaneously. The laboratory ensures that the specimens are properly stored and transported in temperature-controlled containers during transit, safeguarding their integrity. This staggered delivery system allows for efficient processing without overwhelming the lab staff or impacting surrounding traffic conditions. The samples are processed immediately to ensure accurate and timely results. Impact on Traffic and Neighbourhood: The addition of Mobile Phlebotomy Services is not expected to generate excessive traffic or disturbances. With a pre-scheduled appointment system, the service will operate smoothly without increasing local traffic congestion. The vehicles will spend minimal time at each site, reducing their presence in residential areas, and because all collection and testing are performed offsite, there is no risk of onsite contamination or disturbances. 127 +1 (205) 994-8266 6600 Paige RD Suite 111, The Colony, TX 75056 info@devlabwerks.com www.devlabwerks.com 205-201-4797 234 Aquarius Drive, Suite 100,111, Homewood, AL 35209 The Mobile Phlebotomy Services will significantly enhance the reach and impact of the Clinical Diagnostics Laboratory. These services are designed to meet the growing demand for accessible healthcare by providing at-home diagnostic support while adhering to strict protocols for medical waste handling and disposal. With robust operational systems and a commitment to patient safety, the laboratory and mobile services will ensure minimal impact on neighbouring properties while offering valuable healthcare services to the community. To minimize any possible effects on surrounding properties, the laboratory will implement advanced waste management and noise reduction protocols. As this project focuses on interior finishes, there will be no concerns related to erosion, flooding, noise, glare, air quality, dust, or Odors. Given that this is a testing laboratory, the facility will strictly adhere to environmental and safety regulations, including the proper handling and disposal of biohazardous materials. Emergency response protocols will be in place to manage any unforeseen incidents. Medical Waste Disposal Procedures: Given the nature of the services provided, the handling and disposal of medical waste are of critical importance. The laboratory and mobile services will strictly adhere to state and federal regulations regarding the handling of biohazardous materials. The following procedures will be in place: Segregation of Waste: All biohazardous waste, including used needles, gloves, and other contaminated materials, will be immediately placed into puncture-resistant, leak-proof containers (sharps containers for needles) within the lab and mobile units. Non-hazardous waste will be separated from biohazardous materials to prevent cross-contamination. On-site Containment: In the lab and mobile units, all biohazardous waste will be securely stored in designated areas to prevent exposure or accidental spills. Each vehicle will carry appropriate containment tools, such as sealed bags and containers, for the safe storage of waste during transit. Transportation and Disposal: At the end of the day, all medical waste collected from mobile phlebotomy services will be returned to the laboratory’s central facility for proper disposal. The laboratory will partner with a licensed medical waste disposal service that follows OSHA and EPA guidelines to transport and incinerate or treat the waste. This ensures that all waste is disposed of in a manner that minimizes environmental impact and adheres to regulatory standards. Compliance and Audits: Regular audits and staff training will be conducted to ensure that waste disposal protocols are being followed accurately. The laboratory will maintain records of waste disposal to comply with regulatory requirements and ensure accountability. The site development and operations have been carefully designed to complement nearby medical and commercial establishments, without introducing incompatible activities. The facility’s impact on surrounding districts will be minimal, with all city codes and regulations followed to mitigate any potential issues. 128 +1 (205) 994-8266 6600 Paige RD Suite 111, The Colony, TX 75056 info@devlabwerks.com www.devlabwerks.com 205-201-4797 234 Aquarius Drive, Suite 100,111, Homewood, AL 35209 The establishment of the Clinical Diagnostics Laboratory under the SUP will not pose a risk to public health, safety, or welfare. On the contrary, it will provide essential healthcare services that benefit the community. The design and operation of the laboratory are intended to be non-injurious to neighbouring properties and improvements, instead enhancing the overall quality of healthcare available in the area. Thank you, Devansh Lab Werks. 129 130 1 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2024-_____ SPECIFIC USE PERMIT (SUP) – DEVANSH LAB WERKS. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A SPECIFIC USE PERMIT (SUP) TO ALLOW A LABORATORY WITH SCIENTIFIC TESTING, KNOWN AS DEVANSH LAB WERKSTO BE LOCATED AT 6600 PAIGE ROAD SUITE 100 AND 111, THE COLONY, TEXAS, CONTAINING A TOTAL AREA OF APPROXIMATELY 7,668 SQUARE FEET, AND IS WITHIN THE OFFICE 1 (O-1) ZONING DISTRICT AND THE GATEWAY OVERLAY DISTRICT; 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, have given any requisite notices by publication and otherwise, and have held due public hearings, and afforded a full and fair hearing to all property owners generally, and to all persons interested, and is of the opinion and finds that Specific Use Permit No. SUP24-0003 should be approved to allow a laboratory with scientific testing, known as Devansh Lab Werks , to be located at 6600 Paige Road, Suite 100 and 111, The Colony, Texas 75056, and is within the Office 1 (O-1) Zoning District and the Gateway Overlay District. 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 Specific Use Permit to allow a laboratory with scientific testing for Devansh Lab Werks, located at 6600 Paige Road, Suite 100 and 111, The Colony, Texas 75056, and is within the Office 1 (O-1) Zoning District and Gateway Overlay District. 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 131 2 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. SECTION 5. That this Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 15TH DAY OF OCTOBER 2024. Richard Boyer, Mayor City of The Colony, Texas ATTEST: Kimberly Thompson, Deputy City Secretary APPROVED AS TO FORM: Jeff reyL. Moore, City Attorney 132 Agenda Item No:5.2 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Submitting Department: Planning Item Type: Ordinance Agenda Section: Subject: Discuss and consider an ordinance regarding a site plan for “JPI Morningstar,” a 373-dwelling unit multi-family development. The subject site contains approximately 10 acres and is located at the northwest intersection of Morningstar Drive and SH 121, (between South Colony Boulevard and Morningstar Drive) within Planned Development 16 (PD-16). (Williams) Suggested Action: please see the attached staff report, drawings, maps and illustrations for detailed land use, site layout and staff recommendation Attachments: SP24-0005 CC Staff Report JPI Morningstar.doc SP24-0005 JPI Morningstar Final Exhibits (2) Elevation, landscape.pdf SP24-0005 JPI Morningstar Final Exhibits (1) narrative.pdf Ord. 2024-xxxx - JPI Morningstar.doc 133 CITY COUNCIL REPORT AGENDA DATE:October 8, 2024 DEPARTMENT:Planning and Development Department SUBJECT: SP24-0005 – “JPI Morningstar” – Multi-Family Development Discuss and consider an ordinance regarding a site plan for “JPI Morningstar,” a 373-dwelling unit multi-family development. The subject site contains approximately 10 acres and is located at the northwest intersection of Morningstar Drive and SH 121, (between South Colony Boulevard and Morningstar Drive) within Planned Development 16 (PD-16). OWNER/APPLICANT Owner: TMGN, LTD Dallas, TX Applicant: Blaze Bounds, PE Irving, TX Kimley-Horn EXISTING CONDITION OF PROPERTY The subject site is within the Planned Development 16, an approximately 260-acre zoning district bound by SH 121 to the South, Memorial Drive to the North, Paige Road to the West and the BNSF Railroad to the East. The Planned Development is divided into Tracts A, B, C, D and E, with land uses permitted within the Business Park (BP) and General Retail (GR) zoning districts. The area is mostly developed with some vacant areas left within Tracts B, D and E. The subject site is undeveloped and located within Tract D between South Colony Boulevard and Morningstar Drive, behind the existing commercial center referred to as the Village at 121. The Village at 121 features restaurants, retail, office and personal service establishments. BACKGROUND In 2024, the City Council considered a request to amend the existing Planned Development to establish the development standards for the proposed multi-family development. The original configuration contained approximately 14.95 acres. The applicant ultimately reconfigured the layout by decreasing the development area to approximately 10 acres, removing an integrated commercial component, and reducing the overall number of units and buildings. PROPOSED REQUEST The project is reflected as an approximately 10-acre single-phase development containing four (4), four-story buildings, accommodating 373 dwelling units, amenity areas and 525 parking spaces. The development reflects a density of approximately 44 units/acre and 1.41 parking spaces per unit. PRIOR ACTION On October 8, 2024 the Planning and Zoning Commission voted (4-1) to recommend approval of the site plan in accordance the applicable regulations (Planned Development 16 (PD-16) Zoning District, the Comprehensive Zoning Ordinance and the Gateway Overlay District). LAND USE ANALYSIS The subject site is currently undeveloped and considered “infill,” within Tract D of Planned Development 16. The site is bound on the south by established commercial retail development. These commercial establishments are in a configuration of four (4) standalone multi-tenant 134 buildings. North of the project are three (3) multi-family developments Atlantic Stonebriar, Evergreen, and Estancia Morningstar containing 294 units, 145 units and 300 units respectively. Evergreen and Stonebriar are within Tract C of Planned Development 16 and are permitted “by- right.” The Evergreen is within Tract D and required specific consideration for approval. The Site Plan reflects: A mix of efficiency, 1, 2, and 3 bedroom units with a minimum dwelling size of 600 square feet and average minimum unit size of 800 square feet. Units are provided balconies and internal corridors for access to each unit. o The unit breakdown is as follows: Efficiency: 23 1-BR:236 2-BR: 99 3BR: 15 525 parking spaces including traditional surface spaces, tandem (“stacked”) and garage spaces [75 surface spaces will be covered by carport; 62 spaces are within garages]. o Through access from Morningstar Drive to South Colony Boulevard, with internal drives to service the building units. Internal cross access through the development is provided to the adjacent commercial to the south and the internal commercial along South Colony Boulevard. Multiple areas of outdoor amenities, a minimum of 12,000 square feet dedicated to open spaces [2,000 sqft dog park and 10,000 sqft pool area]. Walking paths and connectivity are imbedded within the buffers and building perimeters. Enclosed recreation areas are located within “Building II” and “Building III”. The landscape plan reflects vegetative screening and or fencing at the property lines to express the boundaries. Internal planting of large and small ornamental tree clusters establish respite areas, buffers and delineate development boundaries. Mid to low level ground covers and turf adorn building perimeters. Separation from adjacent multi-family establishments is created by dense vegetation and fencing. The southern boundary contains mostly vegetation to delineate from the utilitarian spaces of the adjacent commercial uses. 20’ Landscape buffers along street edges consist of an arrangement of canopy trees and ornamental clusters. The elevation plan illustrates traditional multi-family design. Each building contains four-sided architecture constructed primarily of masonry with an earth tone color pallet consistent with development within the PD and Gateway Overlay District. Specific architectural elements include vertical and horizontal articulations expressed as distinct color and material changes, balconies, alcoves, parapets and varied height roof forms. RECOMMENDATION The Development Review Committee (DRC) finds that the proposed Site Plan is consistent with Planned Development 16 (PD-16) Zoning District, the Comprehensive Zoning Ordinance and the Gateway Overlay District where applicable. The DRC recommends approval. ATTACHMENTS 1. Location Map 2. Ordinance with exhibits 3. Project Narrative 135 U U GG S E D U S S D S D S SGTGT S W W S E E D D D E E T D D E E E E W U E SS S D D W E D S D UE S U E W UU E U S S X X X X X X X X X X X X X XX X X X X X X X X X X X X XXXXXXXX X E T T T UGE UGE W W W W W W W W UG E U G E W W W W W W W W W W W W W W W W W W W W SS SS SS SS SS SS SS SS SS SS W W W W W W W W W W W W W W T3P UG E UG E U G E U G E T3P T 3P T3P T3P T3P UG E W W W W U G E SS SS SSSSSSSSSSSS S S S S S S S S S S UGE UGE W W W W W W W W UG E U G E W W W W W W W W W W W W W W W W W W W W SS SS SS SS SS SS SS SS SS SS W W W W W W W W W W W W W W T3P UG E UG E U G E U G E T3P T 3P T3P T3P T3P UG E W W W W U G E SS SS SSSSSSSSSSSS S S S S S S S S S S WWWW SS SSSS SS W W W W W W W W W W W W W W W W W W W W W W W W W W W SS W W W W W W SS SS SS SS SSSSSSSSSSSSSSSS SS SS SS SS W W W W W W W W W W W W W W W W SS SS SS SS SS W W W W W W W W W W W W W W W W W W W SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SSSSSS W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W SS SS SS SS SS SS SS SS SS SS SS SS SS SS W W W W W W W W SSS S S S W SS SS W W SS SS SS S S S S S S S SS SS SS SS SS SS SS WWWW SS SSSS SS W W W W W W W W W W W W W W W W W W W W W W W W W W W SS W W W W W W SS SS SS SS SSSSSSSSSSSSSSSS SS SS SS SS W W W W W W W W W W W W W W W W SS SS SS SS SS W W W W W W W W W W W W W W W W W W W SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SSSSSS W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W W SS SS SS SS SS SS SS SS SS SS SS SS SS SS W W W W W W W W SSS S S S W SS SS W W SS SS SS S S S S S S S SS SS SS SS SS SS SS EX. C O N C R E T E D R I V E EX. LEFT TURN LANE EXISTING CONCRETE EX I S T I N G C O N C R E T E BLDG IV BLDG III BLDG II EXISTING HEADWALL (TYP.) EXISTING HEADWALL (TYP.) VARIABLE WIDTH UTILITY & MUTUAL ACCESS EASEMENT DOC. NO. 2009-15893 D.R.D.C.T. 15' UTILITY & DRAINAGE EASEMENT DOC. NO. 2009-15892 D.R.D.C.T. 10' UTILITY & DRAINAGE EASEMENT DOC. NO. 2009-59 O.R.D.C.T. 15' WATERLINE EASEMENT DOC. NO. 2014-65945 O.R.D.C.T.(TO BE ABANDONED) "TRACT 1" MUTUAL ACCESS, UTILITY, AND DRAINAGE EASEMENT DOC. NO. 2015-48655 O.R.D.C.T. 15' MUTUAL ACCESS EASEMENT DOC. NO. 2009-15361 D.R.D.C.T. 15' MUTUAL ACCESS, UTILITY, & DRAINAGE EASEMENT DOC. NO. 2009-59 O.R.D.C.T. UTILITY EASEMENT DOC. NO. 2009-117212 O.R.D.C.T. MUTUAL ACCESS, UTILITY, & DRAINAGE EASEMENT DOC. NO. 2014-65944 O.R.D.C.T. COSERV GAS LINE EASEMENT DOC. NO. 2015-69544 O.R.D.C.T.ACCESS EASEMENT DOC. NO. 2009-15360 DOC. NO. 2009-15895 O.P.R.D.CT. ABANDONED BY INST. NO. 20230313000205 O.P.R.D.C.T. MUTUAL ACCESS EASEMENT DOC. NO. 2009-59 O.R.D.C.T. MUTUAL ACCESS EASEMENT DOC. NO. 2009-117213 O.R.D.C.T. MUTUAL ACCESS, MUTUAL, UTILITY, & DRAINAGE EASEMENT DOC. NO. 2014-24802 O.R.D.C.T. ACCESS EASEMENT INST. NO. 2014-45443 O.P.R.D.C.T. "TRACT 2" MUTUAL ACCESS, UTILITY, AND DRAINAGE EASEMENT DOC. NO. 2015-48655 O.R.D.C.T. 37.5' DRAINAGE EASEMENT VOL. 5062, PG. 302 D.R.D.C.T. DRAINAGE EASEMENT DOC. NO. 2010-76 O.R.D.C.T. 37.5' DRAINAGE EASEMENT VOL. 5062, PG. 302 R.P.R.D.C.T. VARIABLE WIDTH DRAINAGE EASEMENT DOC. NO. 2009-59 O.R.D.C.T. 15' X 15' DRAINAGE EASEMENT DOC. NO. 2009-117211 O.R.D.C.T. 24' ACCESS & UTILITY EASEMENT DOC. NO. 2010-76 O.R.D.C.T. 25' DRAINAGE EASEMENT DOC. NO. 2009-59 O.R.D.C.T. 15' DRAINAGE EASEMENT DOC. NO. 2010-76 O.R.D.C.T. DRAINAGE EASEMENT DOC. NO. 2014-87259 O.R.D.C.T. 15' UTILITY EASEMENT INST. NO. 2009-117210 O.R.D.C.T. (TO BE ABANDONED) EXISTING SENIOR LIVING EXISTING DAY CARE EXISTING RETAIL EXISTING RETAIL EXISTING RETAIL EXISTING SENIOR LIVING EXISTING SENIOR LIVING LOT 1, BLOCK A SONOMA GRANDE AT THE LEGENDS CAB. W, PG. 973 O.R.D.C.T. TRACT 1 TMGN 121, LLC DOC. NO. 2015-10036 O.R.D.C.T. THE COLONY SENIOR COMMUNITY, L.P. DOC. NO. 2008-135803 O.R.D.C.T. LOT 3, BLOCK A TRIANGLE 121 ADDITION DOC. NO. 2009-59 P.R.D.C.T. TRACT 2 TMGN 121, LLC DOC. NO. 2015-10036 O.R.D.C.T. LOT 1, BLOCK A LEGACY DAY SCHOOL ADDITION DOC. NO. 2010-76 P.R.D.C.T. LEGACY DAY SCHOOL, LLC DOC. NO. 2010-1605 O.R.D.C.T. TMGN 1, LTD DOC. NO. 2022-67012 O.R.D.C.T. LOT 1, BLOCK A VILLAGE AT 121 ADDITION DOC. NO. 2014-276 P.R.D.C.T. TRACT 1 TMGN 121, LLC DOC. NO. 2015-10036 O.R.D.C.T. LOT 5, BLOCK A VILLAGE AT 121 ADDITION DOC. NO. 2014-277 P.R.D.C.T. TMGN 2, LTD DOC. NO. 2022-67011 O.R.D.C.T. LOT 1, BLOCK A UNIVERSAL METRO HOLDINGS, INC/121 CAB. S, PG. 146 P.R.D.C.T. LOT 1, BLOCK A ESTANCIA ADDITION CAB. V, PG. 164 O.R.D.C.T. FFE = 616.5 FFE = 615 MO R N I N G S T A R D R I V E (1 2 0 ' P U B L I C R . O . W . ) (C A B . Q, P G . 4 ) (M . R . D . C . T . ) SO U T H C O L O N Y B O U L E V A R D (A V A R I A B L E W I D T H P U B L I C R . O . W . ) (D O C . N O . 2 0 0 6 - 3 8 4 5 7 ) (D O C . N O . 2 0 0 6 - 3 8 4 5 8 ) (C A B . W , P G . 9 7 3 ) S60°47'04"W 1485.18' ∆=15°22'19" R=215.00' L=57.68' CB=S32°06'08"W C=57.51' S60°47'33"W 402.31' N1 1 ° 5 7 ' 0 0 " W 14 1 . 1 3 ' N2 9 ° 1 0 ' 4 9 " W 20 7 . 7 9 ' N60°47'04"E 315.53' ∆=6°36'58" R=1455.00' L=168.01' CB=S12°01'22"E C=167.92' S73°29 ' 2 5 " W 249.53' R=1335.00' ∆=10°33'27" L=245.99' CB=S13°59'37"E C=245.64' STATE HIGHWAY NO. 121 (A VARIABLE WIDTH R.O.W.) 10' DRAINAGE EASEMENT (EROSION CLEAR ZONE) 25' DRAINAGE EASEMENT DOC. NO. 2009-59 O.R.D.C.T. 15' WATER EASEMENT DOC. NO. 2009-59 O.R.D.C.T. N2 9 ° 1 2 ' 2 7 " W 48 9 . 6 1 ' S29°58'36"E 101.53' N60°49'11"E 194.70' N73°29 ' 0 4 " E 403.36' R=1455.00' ∆=5°01'33" L=127.63' CB=S20°12'23"E C=127.59' S29°12'27"E 265.40' MUTUAL ACCESS, MUTUAL, UTILITY, & DRAINAGE EASEMENT DOC. NO. 2014-24802 O.R.D.C.T. LOT 2, BLOCK A LOT 1, BLOCK A 26 . 0 ' FI R E L A N E ( T Y P ) 26.0' (TYP) R30.0' 26.0' (TYP ) R30.0' 24.0' (TYP.) 9.0' (TYP) 18 . 0 ' (T Y P ) 9.0' (TYP)18 . 0 ' (T Y P ) 9.0' (TYP) 18 . 0 ' (T Y P ) S60°47'33"W 35.63' N2 9 ° 1 2 ' 2 7 " W 22 6 . 8 4 ' EV-1 EV-2 EV-3 EV-4 EV-5 EV-6 EV-7 EV-8 EV-9 EV-10 EV-11 EV-12 EV-26 EV-27 EV-28 EV-29 EV-30 EV-31 EV-32 EV-33 EV-34 VANNO PARKING NO PARKIN G NO PARKIN G NO PARKING NO P A R K I N G NO PARK I N G VA N NO P A R K I N G NO P A R K I N G NO P A R K I N G NO PAR K I N G EV-25 RELOCATED SIGN PORTION OF TRACT 1 TMGN 121, LLC DOC. NO. 2015-10036 O.R.D.C.T. 15' WATER EASEMENT UTILITY EASEMENT WATER EASEMENT 15' WATER EASEMENT 15' WATER EASEMENT 15' WATER EASEMENT 15' WATER EASEMENT 15' WATER EASEMENT WATER EASEMENT 15' DRAINAGE EASEMENT 15' DRAINAGE EASEMENT 15' WATER EASEMENT ELECTRICAL EASEMENT 15' WATER EASEMENT 15' WATER EASEMENT ELECTRICAL EASEMENT 15' WATER EASEMENT ELECTRICAL EASEMENT ELECTRICAL EASEMENT DRAINAGE EASEMENT 15' DRAINAGE EASEMENT 15' DRAINAGE EASEMENT 15' DRAINAGE EASEMENT DRAINAGE EASEMENT DRAINAGE EASEMENT 15' DRAINAGE EASEMENT 15' WATER EASEMENT ELECTRICAL EASEMENT PROP. 5' SIDEWALK PROP. 5' SIDEWALK PROP. TUCK UNDER GARAGE (TYP.) PROP. TRASH COMPACTOR WITH SCREENING 20' BUFFER 20' BUFFER 5' BUFFER 5' BUFFER PROP. TANDEM SPACES (TYP.) CONNECT TO EXISTING SIDEWALK CONNECT TO EXISTING SIDEWALK CONNECT TO EXISTING SIDEWALK CONNECT TO EXISTING SIDEWALK 20' BUFFER PROP. FIRE HYDRANT (TYP.) PROP. FDC (TYP.) 5' BUFFER R26.0' FULL DEPTH SAWCUT (TYP.) FULL DEPTH SAWCUT (TYP.) PROP. 3-PHASE TRANSFORMER (TYP.) ACCESS, UTILITY, AND DRAINAGE EASEMENT 26' ACCESS, UTILITY, AND DRAINAGE EASEMENT 15' DRAINAGE EASEMENT AMENITY AREA AMENITY AREA CONNECT TO EX. SIDEWALK CONNECT TO EX. SIDEWALK 3 STAIRS 12" TREAD 6" RISER MUTUAL ACCESS, UTILITY, AND DRAINAGE EASEMENT BY SEPARATE INSTRUMENT PROP. FDC (TYP.) FULL DEPTH SAWCUT (TYP.) PROP. 8' SIDEWALK PROP. FIRE HYDRANT (TYP.) PROP. CURB RAMP (TYP.) PROP. CURB RAMP (TYP.) PROP. CURB RAMP (TYP.) R26.0' PROP. 5' SIDEWALK BUILDING OVERHANG PROP. FDC (TYP.) PROP. FDC (TYP.) PROP. CURB CUT PROP. CURB CUT PROP. CURB CUT PROP. CURB CUT PROP. CURB CUT PROP. 3-PHASE TRANSFORMER (TYP.) PROP. 3-PHASE TRANSFORMER (TYP.) PROP. 3-PHASE TRANSFORMER (TYP.) PROP. 3-PHASE TRANSFORMER (TYP.) R26.0' R26.0' R26.0' R26.0' DRAINAGE EASEMENT BY SEPARATE INSTRUMENT MUTUAL ACCESS, UTILITY, AND DRAINAGE EASEMENT BY SEPARATE INSTRUMENT 15' WATER EASEMENT BY SEPARATE INSTRUMENT15' DRAINAGE EASEMENT BY SEPARATE INSTRUMENT 5' PEDESTRIAN EASEMENT BY SEPARATE INSTRUMENT PROP. CURB CUT 15' WATER EASEMENT S60°47'33"W 441.45' S2 9 ° 1 0 ' 4 9 " E 57 0 . 0 0 ' R26.0' FFE = 617 BLDG I CA R P O R T CA R P O R T CA R P O R T CA R P O R T CARPORT CARP O R T CARP O R T CA R P O R T CA R P O R T PROP. CONCRETE LINING 24 . 0 ' FI R E L A N E R26.0' R26.0' MUTUAL ACCESS, UTILITY, AND DRAINAGE EASEMENT BY SEPARATE INSTRUMENT ACCESS, UTILITY, AND DRAINAGE EASEMENT BY PLAT EXISTING ISLAND TO BE REMOVED FFE = 616.25 15' WATER EASEMENT DRAINAGE EASEMENT WATER EASEMENT ACCESS, UTILITY, AND DRAINAGE EASEMENT ACCESS EASEMENT BY DA T E AS S H O W N RE V I S I O N S No . DA T E SHEET NUMBER CH E C K E D B Y SC A L E DE S I G N E D B Y DR A W N B Y KH A P R O J E C T JA F © 2 0 2 4 K I M L E Y - H O R N A N D A S S O C I A T E S , I N C . PH O N E : 2 1 4 - 4 2 0 - 5 6 0 0 WW W . K I M L E Y - H O R N . C O M T X F - 9 2 8 22 5 E J O H N W . C A R P E N T E R F R E E W A Y , S U I T E 1 1 0 0 IR V I N G , T X 7 5 0 6 2 CI T Y O F TH E C O L O N Y , TE X A S OC T O B E R 2 0 2 4 JP I M O R N I N G S T A R PR E P A R E D F O R JP I 06 4 4 4 6 5 3 7 CC P CC P Not for construction purposes or permits. FOR REVIEW ONLY Engineer P.E. No.Date Prepared for Conceptual Review 09/30/2024125676 JOSEPH A. FRACCARO Th i s d o c u m e n t , t o g e t h e r w i t h t h e c o n c e p t s a n d d e s i g n s p r e s e n t e d h e r e i n , a s a n i n s t r u m e n t o f s e r v i c e , i s i n t e n d e d o n l y f o r t h e s p e c i f i c p u r p o s e a n d c l i e n t f o r w h i c h i t w a s p r e p a r e d . R e u s e o f a n d i m p r o p e r r e l i a n c e o n t h i s d o c u m e n t w i t h o u t w r i t t e n a u t h o r i z a t i o n a n d a d a p t a t i o n b y K i m l e y - H o r n a n d A s s o c i a t e s , I n c . s h a l l b e w i t h o u t l i a b i l i t y t o K i m l e y - H o r n a n d A s s o c i a t e s , I n c . LA S T S A V E D 10 / 2 / 2 0 2 4 1 1 : 2 5 A M PL O T T E D B Y ED D I N G T O N , M E G A N 10 / 2 / 2 0 2 4 1 1 : 2 8 A M DW G P A T H K: \ L A C _ D S \ 0 6 4 4 4 6 5 3 7 - J P I M O R N I N G S T A R \ C A D \ P L A N S H E E T S DW G N A M E C- S I T E . D W G , [ SI T E P L A N ] IM A G E S XR E F S x E x U t i l : x S i t e : x 2 2 3 4 : x S t r m : x U t i l : x L A : x H a t c h : x L i t e : x A r c h - S i t e : x S u r v : x H s c p : x E s m t CA S E F I L E #S P 2 4 - 0 0 0 5 SP-1 THIS SITE PLAN IS FOR CITY REVIEW ONLY TO ILLUSTRATE COMPLIANCE WITH ZONING AND DEVELOPMENT REGULATIONS. IT IS NOT INTENDED FOR CONSTRUCTION PURPOSES. S S PROPERTY LINE PROPOSED SS MANHOLE EXISTING SS MANHOLE PROPOSED FIRE HYDRANT EXISTING FIRE HYDRANT PROPOSED WATER METER PROPOSED CURB INLET BARRIER FREE RAMP PROPOSED SAWCUT LINE PROPOSED PARKING AREA (PASSENGER VEHICLES ONLY) CONCRETE PER SHEET C-205 PROPOSED DRIVE AND FIRE LANE CONCRETE PER SHEET C-205 PROPOSED SIDEWALK PER SHEET C-205 1.ALL DIMENSIONS ARE TO FACE OF CURB UNLESS OTHERWISE NOTED. 2.ALL CURB RADII ARE 2' UNLESS DIMENSIONED OTHERWISE. 3.CONTRACTOR TO ADJUST EXISTING SANITARY SEWER MANHOLES, ELECTRICAL MANHOLES, FIRE HYDRANTS, VALVE BOXES, WATER METERS, ETC. TO MATCH PROPOSED FINISHED GRADES IF NECESSARY. 4.BUILDINGS WILL BE FULLY SPRINKLED. NOTES SITE PLAN JPI MORNINGSTAR LOT 1, BLOCK A & LOT 2, BLOCK A B.B.B.& C.R.R. SURVEY, ABSTRACT NO. 174 CITY OF THE COLONY, DENTON COUNTY, TEXAS ENGINEER/SURVEYOR: KIMLEY-HORN AND ASSOCIATES, INC 225 E. JOHN CARPENTER FREEWAY, SUITE 1100 IRVING, TEXAS 75062 PHONE: 214-420-5600 CONTACT: JOE FRACCARO, P.E. OWNER/DEVELOPER: JPI REAL ESTATE ACQUISTION, LLC 9001 CYPRESS WATERS BLVD., SUITE 2A DALLAS, TEXAS, 75019 PHONE: 972-373-3945 CONTACT: BRYAN GRANT VICINITY MAP (N.T.S.) LEGEND N O R T H SITE DATA TABLE LOT SIZE - LOT 1, BLOCK A 7.65 ACRES LOT SIZE - LOT 2, BLOCK A 2.35 ACRES LAND USE MULTIFAMILY EXISTING ZONING ORDINANCE NO. EFFICIENCY UNITS 23 1 BEDROOM UNITS 236 2 BEDROOM UNITS 99 3 BEDROOM UNITS 15 TOTAL UNITS 373 REQUIRED PARKING @ 1.4/UNIT 523 PROPOSED PARKING @ 1.41/UNIT 525 MAX DENSITY 44 UNITS/AC FLOOR TO AREA RATIO 1.00 BUILDING FOOTPRINT AREA 106,151 SQ FT LOT COVERAGE 27% TOTAL IMPERVIOUS AREA 7.29 ACRES # OF FLOORS 4 NORTH SI T E P L A N 136 137 138 139 140 141 142 143 144 145 146 147 148 149 150 151 1 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2024 - ________ SITE PLAN – JPI MORNINGSTAR AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A SITE PLAN APPLICATION FOR “JPI MORNINGSTAR,” A 373-UNIT, FOUR (4) BUILDING MULTI- FAMILY DEVELOPMENT, CONTAINING APPROXIMATELY 10 ACRE TRACT LOCATED NORTHWEST INTERSECTION OF MORNINGSTAR DRIVE AND SH 121, (BETWEEN SOUTH COLONY BOULEVARD AND MORNINGSTAR DRIVE) WITHIN PLANNED DEVELOPMENT 16 (PD-16) 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, have given requisite notices and consideration of the site plan application and related plans, and the City Council of the City of The Colony, Texas, is of the opinion and finds that Site Plan Application No. SP24-0005 for the development of “JPI Morningstar,” a 373-unit, a four (4) building multi-family development, containing on an approximately 10 acres tract located nnorthwest intersection of Morningstar Drive and SH 121, (Between South Colony Boulevard and Morningstar Drive) within Planned Development 16 (PD-16), 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, Landscape Plan, and Elevation Plan applicable to the approximately 10- acre tract of land in PD-16, located northwest intersection of Morningstar Drive and SH 121, (Between South Colony Boulevard and Morningstar Drive) within Planned Development 16 (PD-16), 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. 152 2 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. SECTION 5. That this Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 15TH DAY OF OCTOBER 2024. Richard Boyer, Mayor City of The Colony, Texas ATTEST: Kimberly Thompson, Deputy City Secretary APPROVED AS TO FORM: Jeffrey L. Moore, City Attorney 153 3 Exhibit A 154 Agenda Item No:5.3 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Submitting Department: Planning Item Type: Ordinance Agenda Section: Subject: Discuss and consider an ordinance regarding the Site Plan application for “Hidden Cove Marina and Park - Phase 3 – RV Loops,” an addition of 400 RV sites, including restroom buildings, trails, water, sewer, and electric improvements for an approximately 680 acre area known as Hidden Cove Marina, located at 20400 Hackberry Creek Road within Planned Development 21 (PD-21). (Williams) Suggested Action: please see the attached staff report, drawings, maps and illustrations for detailed land use, site layout and staff recommendation Attachments: SP23-0007 Hidden Cove Marina and Park Phase Staff Report CC- Draft.docx final truncated.pdf Ord. 2024-xxxx - Site Plan Hidden Cove Marina and Park Phase 3.docx 155 1 CITY COUNCIL REPORT AGENDA DATE: October 15, 2024 DEPARTMENT: Planning and Development Department ______________________________________________________________________________ SUBJECT: SP23-0007 – Hidden Cove Marina and Park – Phase 3 – RV Loops Discuss and consider an ordinance regarding the Site Plan application for “Hidden Cove Marina and Park - Phase 3 – RV Loops,” an addition of 400 RV sites, including restroom buildings, trails, water, sewer, and electric improvements for an approximately 680 acre area known as Hidden Cove Marina, located at 20400 Hackberry Creek Road within Planned Development 21 (PD-21). APPLICANT/OWNER Owner: U.S. Army Corps of Engineers Lewisville, TX Lessee: City of The Colony The Colony, TX Operating Lessee: Marine Quest – Hidden Cove, LP Grapevine, Texas Engineer/Surveyor: Baird, Hampton & Brown, Inc. Weatherford, Texas EXISTING CONDITION OF PROPERTY Partially developed marina and park. PROPOSED DEVELOPMENT The applicant requests to develop RV loops with 400 sites, four restrooms, utility improvements and auxiliary activities such as horseshoe pits, volleyball courts and play equipment. ADJACENT ZONING AND LAND USE North - Lewisville Lake and Unincorporated Denton County South - Lewisville Lake East - Unincorporated Denton County West - Lewisville Lake DEVELOPMENT REVIEW COMMITTEE (DRC) REVIEW The Development Review Committee (DRC) finds that the proposed Site Plan is consistent with the Zoning Ordinance requirements and Planned Development 21 (PD-21). The DRC recommends approval. PRIOR ACTION The City of The Colony’s Planning and Zoning Commission at its meeting on September 24, 2024 approved the request (5-0): ATTACHMENTS 1. Staff Analysis 2. Location Map 3. Project Narrative 4. Proposed Development Plans 156 2 ATTACHMENT 1 Staff Analysis Land Use Analysis Planned Development 21 (PD-21) was approved on April 17th, 2006, to add development standards to an existing park developed by the Army Corps of Engineers and Texas Parks and Wildlife. Subsequent site plans in 2015 permitted a marina, cabins, bunkhouses, RV sites and dry storage improvements to the existing site. More recently, on June 27th, 2023 Hidden Cove Marina and Park underwent a planned development amendment identifying three phases of additional improvements. Phase 3, RV loops, provides 400 RV sites, bringing the total number of RV sites to 500 sites. A total of 500 RV sites were approved in the Planned Development. Phase 1, Entrance and Parking Improvements, was approved by City Council on February 6 th, 2024. Construction of the entryway and parking improvements is eminent and precedes RV Loop construction. Phase 1 will offer entry improvements including a five (5) lane flow of entry at the park entrance to accommodate the increased RV volume at the entrance. Improvements include dedicated RV registration lanes and parking for ten (10) RVs, increasing the car parking at the entrance to twenty-one (21) spaces as well as providing new automated kiosk gates. RV Use The Hidden Cove, 400 RV site expansion is organized in four new loops within the westernportion of Hidden Cove. Each RV site will accommodate RV parking as well as additional parking. Each loop will include a restroom/shelter building as well as auxiliary recreational uses such as volleyball courts or horseshoe pits. Development of RV sites will provide water, sanitary sewer and electric improvements consistent with phasing requirements. Building Elevations The elevation plans reflect the proposed aesthetics for the proposed five restroom facilities. The restrooms are single-story CMU wall construction with gabled shingle roofing. Construction is consistent with restrooms thought the development. Development Review Committee Review The Development Review Committee (DRC) finds that the proposed Site Plan is consistent with the Zoning Ordinance requirements and Planned Development 21 (PD-21). The DRC recommends approval. 157 September 18, 2024 The City of The Colony 6800 Main Street The Colony, TX 75056 Hidden Cove Park & Marina RV Site Application The Hidden Cove Marina site application proposes the construction of new RV sites with restroom facilities and activity areas. Due to the significant increase in population and development in the area, the improvements are needed to continue to serve the recreational needs of the public. HISTORY: Hidden Cove Park opened in 1985 through a joint partnership between the U.S. Army Corps of Engineers (Corps) and Texas Parks and Wildlife (TPWD). The 700+ acre park is owned by the Corps, and was operated as Lake Lewisville State Park until 1995, when the City of The Colony entered into a ground lease with the Corps and assumed operations of the park. Since it was no longer being operated as a state park, a contest was held for a new name, and Hidden Cove Park was chosen. The park was operated by the City for 10 years after which the City sought a private entity to operate and invest in new amenities for the park. In 2005, MarineQuest was chosen as the new operator. Since taking over the park, MarineQuest has added a 350-slip marina, 24 cabins, 6 bunkhouses, 50 new RV sites, expanded the dry storage area, and improved many other facilities as well as the infrastructure within the park. MarineQuest has also expanded the existing dining facility to include an exterior patio to provide additional outdoor space for the users of the facility. MarineQuest pays the city a percentage of the revenue generated in the park annually, which is then reinvested into other improvements on land leased by the City from the Corps. 158 September 18, 2024 | Page 2 RV CAMPGROUND SITES: Four hundred (400) RV sites will be added to the west end of the park. New restroom facilities will be included within each of the planned loops. Utilities will be extended to accommodate those additional RV and restroom sites. With full water, sewer, and electric utility accessibility, this will provide additional overnight and weekend capacity for the park. New Activity Areas will be developed in conjunction with each new RV loop and may be added to the existing RV/cabin areas in the future. Activity areas may include playgrounds, horseshoe/cornhole pits, outdoor game equipment, volleyball courts, and seating areas. A new trail system will replace and supplement the existing trails, providing a safer and more scenic path for users with more loops and turnarounds to the trail head. UTILITIES: Utilities will be upgraded and extended as required to serve the new additions to the park. Water supply and pump capacity will be increased to ensure domestic needs are met and fire flows meet the required pressures and volumes as determined by the City’s fire department and associated regulations. The existing wastewater treatment system will require additional equalization capacity to accommodate the flows from the new RV sites and public bathrooms. The new RV loops will utilize a sewer system to serve the sanitary needs. Electric service will be upgraded as well for new RV hook-ups. Future EV charge sites will be considered as part of the upgrades. All new and upgraded water and sewer distribution lines will be designed to meet the City’s criteria as well as the 2018 IFC and NFPA. TREE MITIGATION: To offset any tree removals that may occur during the construction of the previously stated improvements, a tree mitigation plan will be provided as required by the Corps of Engineers and in compliance with the City of The Colony. This mitigation will be completed with the RV campground expansions. RV SITE RESTROOM CONSTRUCTION: During the construction of the RV sites, new restroom facilities will be constructed. As the planning and design process for the RV site progressed, the need for additional restroom facilities had arisen. Initial planning intended for the 159 September 18, 2024 | Page 3 construction of three RV loops, with one restroom facility per each, allowing room within the PDA guidelines for an additional loop to be added in the future. As planning continued it was determined that three facilities would leave many RV sites without access, thus additional facilities were added to each loop at the remote locations and spacing was modified. Increased demand for the park expedited the need for additional RV Sites. Upon the inclusion of the fourth loop, additional restroom facilities were needed to serve those locations as well. The modifications listed above will provide a better overall experience for the end user in allowing for more convenient services and ease of access to the onsite facilities. PARKING IMPROVEMENTS: The parking improvements consist of four new parking lots, for a total five hundred and ninety-three (593) spaces. These parking improvements aim to resolve the current issue of visitors parking within the landscaping area due to the current volume of visitors exceeding provided parking, especially during peak visiting season. As the project continued, the adjacent community requested an increased setback from the property line to decrease the proximity of the proposed eastern parking lot from the back of their lots. In cooperation with the concerned citizens and the city, the east half of the lot was removed and redistributed along the access drive. PARKING DRAINAGE IMPROVEMENTS: Preliminary drainage observations show the necessity of two 24” culverts to allow the onsite runoff to pass beneath the east parking lot entrances. LANDSCAPING IMPROVEMENTS: The parking lots shall be landscaped in accordance with the requirements set forth by 17A-300D. BEACH IMPROVEMENTS: Proposed beach improvements will provide activities for the visitors and day-goers from the surrounding communities. With these beach improvements, additional shade shelters and picnic tables are to be installed to provide an area for visitors 160 September 18, 2024 | Page 4 to temporarily rest or gather. Additional screened shelters are to be constructed as well, which are permanent, in place, structures that are enclosed with screened windows. These shelters will serve as day use spaces and provide a more comfortable area for tent camping to allow visitors to be protected from some of the elements. The additional shelters will allow an affordable option for visiting the marina and lake. Both types of shelters will be available for rent via the park office. Renters of the screened shelters will be issued a key by the park office, which are to be returned after the duration of the stay has concluded. During the flood events, the park will continue to operate as it does with the existing shelters in the area. The eastern section of the park will be closed via an existing gate, the shelters will be opened to allow flow, and the electricity will be shut off. PARKING RESTROOM CONSTRUCTION: During the construction of the parking lots, new restroom facilities will be constructed. Utility connections to the existing infrastructure, such as water, sewer and electric, will be required for this portion of the development. ENTRY RENOVATIONS: The entry renovations look to ease the navigation of the park, inflow of additional RVs, and allow easier turnarounds and access for the RVs entering and exiting the site as well as the general public. This should result in less congestion at the entry and within the grounds for all visitors, including those making use of the other amenities. All uses are designated lanes and kiosks corresponding to the desired use. This will provide a more efficient system of entry to the park and allow vehicles to pass through much faster. GROUP DINING HALL RENOVATIONS: The dining hall renovations will update the aesthetics and flexibility of the dining hall. Interior renovations include general maintenance and reconfiguration of the kitchen and rooms to provide improved accommodations for existing uses. The exterior renovation will include additional patio space and covers for the two patios as well as a new porte-cochere at the entrance. The covered areas will allow for use of the spaces during varying weather conditions. 161 September 18, 2024 | Page 5 PHASING: The Proposed improvements will be constructed in the following order of phases and schedule: Phase 1- Parking, Entry, and Beach Improvements - 2024 Phase 2- Dining Hall Facility Auxiliary Structures - 2024 Phase 3- RV Site Additions and Utility Improvements – 2024-2025 The improvements outlined in this site application should provide improved access, convenience and additional uses for the citizens of The Colony and the developing area for years to come. 162 SS FM SS FM SS FM SS FM SS FM SS SS SS F M SS F M SS F M SS F M 76 131 94 99 NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 1 2 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - R V L O O P . d w g P R E L I M . O V E R A L L S I T E P L A N C 1 . 0 0 MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET N W E S OV E R A L L R V L O O P S I T E P L A N C1.00 09/09/2024 OL MPM OL PROPOSED COYOTE CROSSING RV CAMPGROUND PROPOSED STARLIGHT LOOP RV CAMPGROUND PROPOSED DEER HAVEN RV CAMPGROUND PROPOSED HIKERS HOLLOW RV CAMPGROUND POSSU M T R A I L EX. BUNKHOUSE EX. CABINS (24 UNITS) EXISTING DRY STORAGE WASTEWATER FACILITY IMPROVEMENTS (BY OTHERS) BOBCA T L A N E TU R K E Y L O O P EX. RV SITES (100 SITES) PROJECT SHEET MAP DEER HAVEN STARLIGHT LOOP COYOTE CROSSING HIKERS HOLLOW PROP. SOFT SURFACE TRAIL EX. 100 YR FLOODPLAIN LEGEND #NUMBER OF RV SITES WATER STORAGE AND PUMP CAPACITY IMPROVEMENTS (BY OTHERS) PROPOSED TRAILS 100-YR FLOODPLAIN PROPERTY LINE GENERAL PAVEMENT NOTE PROPOSED TRAIL 16 3 SS FM SS FM SS FM SS FM S S S S SS SS SS SSSS FM SS FM SS SS SS F M SS F M SS F M SS F M SS F M SS F M SS F M SIGN LT SIGN CO BOL-4 CO CO BOL BOLSIGN ICV-2 LT CO CO 8" ELM 10" ELM CO COSIGN BOL SIGN SIGN 28" ELM CO 10" OAK 14" OAK 13" OAK SIGN CO CO CO 8" HACKBERRY CO 8" HACKBERRY 8" OAK CO CO 12" OAK 14" OAK SIGN SIGN 22" OAK LT LT 12" OAK TBM #1 EL=541.18 WMEM PP PD SIGN LTLT LT 14" OAK 14" OAK RD RD WV LT 14" OAK SIGN 9" HACKBERRY SIGN CO 4" HACKBERRY SIGN 10" HACKBERRY SIGN14" OAK 14" OAK SIGN SIGN GL 12" OAK 20" OAK22" OAK 20" OAK SIGN 10" OAK FLAG RD 14" OAK WV WV PMK PP PP GY BOL-4 S S S S 164 179 21 VA N VA N VAN NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 1 4 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - B A S E U T L P R O P . d w g P R E L I M . O V E R A L L W L MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET N W E S OV E R A L L W L C1.10 09/09/2024 OL MPM OL 500' FIRE HYDRANT RADIUS PROP. WATER LINE PROP. SANITARY SEWER LATERAL EX. 100 YR FLOODPLAIN LEGEND PROPERTY BOUNDARY C/L CURVE AND LINE NUMBER PROP. FORCE MAIN RV PAD WATER AND SS HOOKUPS PROP. 3/4" WATER SERVICE GATE VALVE FIRE HYDRANT PROJECT SHEET MAP DEER HAVEN STARLIGHT LOOP COYOTE CROSSING HIKERS HOLLOW 12" WATERLINE 8" WATERLINE 8" WATERLINE 8" WATERLINE 8" WATERLINE 8" WATERLINE 8" WATERLINE 8" WATERLINE 16 4 SS FM SS FM SS FM SS FM SS F M SS SS SS SS F M 100-YR FLOOD PLAIN ELEV: 537 100-YR FLOOD PLAIN ELEV: 537 HIK E R S H O L L O W C O Y O T E C R O S S I N G COYOTE CROSSING CO Y O T E C R O S S I N G ST A R L I G H T L O O P STAR L I G H T L O O P C A M P F I R E C I R C L E LANTERN LANE S. A D V E N T U R E L A N E DEER HAVEN F A W N C I R C L E C O Y O T E C R O S S I N G S T A R L I G H T L O O P STA R L I G H T L O O P LANTERN LANE C A M P F I R E C I R C L E HIK E R S H O L L O W HIKERS H O L L O W HI K E R S H O L L O W F A W N C I R C L E DEE R H A V E N D E E R H A V E N D E E R H A V E N DE E R H A V E N D E E R H A V E N HIKERS HOLLOW STAR L I G H T L O O P S T A R L I G H T L O O P N. ADVENTURE LANE NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 1 4 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - S S P & P . d w g O V E R A L L S E W E R MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET 0 GRAPHIC SCALE: (22"x34") (11"x17") 200100 300 1" = 100'-0" 1" = 200'-0" N W E S PROJECT SHEET MAP NOTE: 1. MANHOLES WITHIN THE 100-YR FLOODPLAIN SHALL HAVE BOLT DOWN, WATER TIGHT LIDS. 2. ALL RV SEWER CONNECTIONS WITHIN THE 100-YR FLOODPLAIN SHALL HAVE SELF CLOSING, WATERTIGHT LIDS. DEER HAVEN STARLIGHT COYOTE CROSSING HIKERS HOLLOW OV E R A L L S E W E R C1.11 09/09/2024 OL JMS OL 8" SS-A 8" SS-A 8" SS-B 8" SS-B PROP. WATER LINE SERVICE PROP. SANITARY SEWER LATERAL EX. 100 YR FLOODPLAIN LEGEND PROPERTY BOUNDARY PROP. FORCE MAIN WL FLOW DIRECTION PROP. MANHOLE 8" SS-C 8" SS-C 8" SS-D 8" SS-E 8" SS-E.18" SS-E 8" SS-F 8" SS-D 8" SS-H 8" SS-I 8" SS-H 8" SS-H.1 8" SS-G 8" SS-J 8" SS-K 8" SS-K 8" SS-J 8" SS-O 8" SS-N 8" SS-M 8" SS-L 16 5 SS FM SS FM SS FM SS FM SS FM SS FM SS F M SS SS SS SS F M SS F M SS F M ZONE 1122 ZONE 1121 ZONE 112 ZONE 111 ZONE 1221 ZONE 122 ZONE 1222 ZONE 11 ZONE 121 ZONE 1 ZONE 2 ZONE 12 ZONE 0 HIK E R S H O L L O W C O Y O T E C R O S S I N G COYOTE CROSSING CO Y O T E C R O S S I N G ST A R L I G H T L O O P STAR L I G H T L O O P C A M P F I R E C I R C L E LANTERN LANE S. A D V E N T U R E L A N E DEER HAVEN F A W N C I R C L E C O Y O T E C R O S S I N G STAR L I G H T L O O P LANTERN LANE C A M P F I R E C I R C L E HIK E R S H O L L O W HIKERS H O L L O W HI K E R S H O L L O W F A W N C I R C L E DEE R H A V E N D E E R H A V E N DE E R H A V E N D E E R H A V E N HIKERS HOLLOW STAR L I G H T L O O P S T A R L I G H T L O O P N. ADVENTURE LANE DEER HAVEN S T A R L I G H T L O O P LANTERN LANE LANTERN LANE S T A R L I G H T L O O P NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 2 0 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - L O W _ P R E S S U R E _ S E W E R . d w g F M L A Y O U T O V E R A L L MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET N W E S 0 GRAPHIC SCALE: (22"x34") (11"x17") 200 400 600 1" = 200'-0" 1" = 400'-0" FM L A Y O U T O V E R A L L C04.00 09/09/2024 OL MPM OL 16 6 2+78 -0+ 0 0 1+00 2+00 2+95 0+00 1+002+00 3+74 0+00 1+ 0 0 2+ 0 0 3+ 0 0 STA. 2+77.54 N. ADVENTURE LANE = STA. 0+00.00 N. ADVENTURE LANE = STA. 0+00.00 S. ADVENTURE LANE N 7097499.48 E 2444490.29 STA. 0+37.15 (34.68' LT.) N. ADVENTURE LANE N: 7097468.37 E: 2444450.51 STA. 0+37.40 (33.93'RT.) S. ADVENTURE LANE STA. 0+55.43 (50.83' LT.) N. ADVENTURE LANE N: 7097453.59 E: 2444431.61 STA. 0+55.17 (50.06'RT.) S. ADVENTURE LANE STA. 0+68.65 (30.59' LT.) N. ADVENTURE LANE N: 7097474.61 E: 2444420.07 STA. 0+36.41 (64.99'RT.) S. ADVENTURE LANE STA. 0+97.10 (12.00' LT.) N. ADVENTURE LANE N: 7097494.57 E: 2444392.99 STA. 0+07.58 (49.91' RT.) N. ADVENTURE LANE N: 7097549.92 E: 2444487.77 STA. 0+11.01 (73.64' RT.) N. ADVENTURE LANE N: 7097573.89 E: 2444486.58 STA. 0+68.22 (29.94' RT.) S. ADVENTURE LANE N: 7097437.32 E: 2444449.22 STA. 0+35.87 (65.73'LT.) N. ADVENTURE LANE STA. 0+95.69 (12.00' RT.) S. ADVENTURE LANE N: 7097407.21 E: 2444462.25 STA. 0+68.22 (29.94' LT.) S. ADVENTURE LANE N: 7097427.17 E: 2444508.24 STA. 2+71.88 (74.28'LT.) N. ADVENTURE LANE STA. 0+95.69 (12.00' LT.) S. ADVENTURE LANE N: 7097403.14 E: 2444485.90 STA. 2+34.32 (60.68' LT.) N. ADVENTURE LANE N: 7097446.84 E: 2444543.02 STA. 0+42.94 (60.88'LT.) S. ADVENTURE LANE STA. 2+48.24 (41.13' LT.) N. ADVENTURE LANE N: 7097463.80 E: 2444526.03 STA. 0+29.11 (41.27'LT.) S. ADVENTURE LANE STA. 2+09.18 (29.62' LT.) N. ADVENTURE LANE N: 7097481.65 E: 2444562.63 STA. 0+05.32 (74.31'LT.) S. ADVENTURE LANE STA. 1+83.97 (12.00' LT.) N. ADVENTURE LANE N: 7097503.73 E: 2444585.13 STA. 1+78.93 (12.00' RT.) N. ADVENTURE LANE N: 7097528.24 E: 2444584.51 STA. 2+09.51 (30.37' RT.) N. ADVENTURE LANE N: 7097540.74 E: 2444552.32 STA. 2+27.04 (0.00' .) N. ADVENTURE LANE N: 7097507.88 E: 2444540.09 STA. 0+18.78 (12.00' RT.) N. ADVENTURE LANE N: 7097608.24 E: 2444711.24 STA. 0+22.46 (12.00' LT.) N. ADVENTURE LANE N: 7097590.05 E: 2444727.32 STA. 0+67.82 (29.32' RT.) N. ADVENTURE LANE N: 7097534.36 E: 2444424.46 STA. 0+94.37 (12.00' RT.) N. ADVENTURE LANE N: 7097518.43 E: 2444396.70 STA. 0+50.50 (0.00' .) N. ADVENTURE LANE N: 7097503.96 E: 2444439.99 STA. 0+50.50 (0.00' .) S. ADVENTURE LANE N: 7097449.71 E: 2444481.73 STA. 2+87.84 (12.00' LT.) N. ADVENTURE LANE N: 7097489.92 E: 2444203.99 STA. 2+71.48 (20.09' LT.) N. ADVENTURE LANE N: 7097483.21 E: 2444220.79 STA. 2+55.40 (28.00' LT.) N. ADVENTURE LANE N: 7097476.47 E: 2444237.14 STA. 1+73.85 (28.00' LT.) N. ADVENTURE LANE N: 7097479.64 E: 2444317.07 STA. 1+57.76 (20.09' LT.) N. ADVENTURE LANE N: 7097487.65 E: 2444332.84 STA. 1+41.41 (12.00' LT.) N. ADVENTURE LANE N: 7097495.67 E: 2444349.06 STA. 1+20.56 (12.00' LT.) S. ADVENTURE LANE N: 7097378.63 E: 2444481.69 STA. 1+36.56 (20.00' LT.) S. ADVENTURE LANE N: 7097361.50 E: 2444486.86 STA. 1+52.56 (28.00' LT.) S. ADVENTURE LANE N: 7097344.38 E: 2444492.03 STA. 2+32.56 (28.00' LT.) S. ADVENTURE LANE N: 7097265.54 E: 2444478.48 STA. 2+48.56 (20.00' LT.) S. ADVENTURE LANE N: 7097251.12 E: 2444467.88 STA. 2+64.56 (12.00' LT.) S. ADVENTURE LANE N: 7097236.71 E: 2444457.29 STA. 3+32.60 (12.00' LT.) S. ADVENTURE LANE N: 7097169.66 E: 2444445.76 STA. 3+32.51 (12.00' RT.) S. ADVENTURE LANE N: 7097173.81 E: 2444422.12 R50. 5 0 ' R74. 5 0 ' 24.0 0 ' 24 . 0 0 ' 2 4 . 0 0 ' R30 . 0 0 ' TYP . R 2 0 . 0 0 ' T Y P . R 2 0 . 0 0 ' T Y P . R20.00 ' TYP. R20.00' TYP. 24. 0 0 ' 2 4 . 0 0 ' STA. 2+58.94 (12.00' RT.) N. ADVENTURE LANE N: 7097516.13 E: 2444230.90 C32 L8 C33 L9 S. A D V E N T U R E L A N E N. ADVENTURE LANE SKUN K T R A I L DEER HAVEN EXISTING BUILDING EXISTING BUILDING 24.00' 24.00' 24 . 0 0 ' EXISTING PAVEMENT CONNECT TO EXISTING PAVEMENT PER CITY STANDARDSPROPOSED TRAILS PROPOSED TRAILS N. AD V E N T U R E L A N E STARLIGHT LO O P S T A R L I G H T L O O P LINE DATA TABLE LINE # L8 L9 ALIGNMENT N. ADVENTURE LANE S. ADVENTURE LANE START STA. 1+97.82 0+00.00 START N/E N: 2444568.90 E: 7097512.75 N: 2444490.29 E: 7097499.48 END STA. 2+77.54 3+73.94 END N/E N: 2444490.29 E: 7097499.48 N: 2444426.92 E: 7097130.95 DIRECTION S80° 25' 04.89"W S9° 45' 24.72"W LENGTH 79.72 373.94 CURVE DATA TABLE CURVE # C33 C32 ALIGNMENT N. ADVENTURE LANE N. ADVENTURE LANE START STA. -0+00.00 0+00.00 START N/E N: 7097615.58 E: 2444731.87 N: 7097499.48 E: 2444490.29 END STA. 1+97.82 2+94.81 END N/E N: 7097512.75 E: 2444568.90 N: 7097501.23 E: 2444195.98 RADIUS 250.00 1475.00 CHORD LENGTH 192.70 294.32 CHORD DIRECTION S57° 44' 58.62"W N89° 39' 30.41"W LENGTH 197.82 294.81 DELTA 45.34° 11.45° NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 1 4 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - R V L O O P . d w g P R E L I M . R O U N D A B O U T C 1 . 0 9 MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET N W E S RO U N D A B O U T C1.09 09/09/2024 OL MPM OL PROJECT SHEET MAP DEER HAVEN STARLIGHT LOOP COYOTE CROSSING HIKERS HOLLOW PROP. RESTROOM PROP. ACTIVITY AREA EX. WATER STORAGE AREA. FUTURE WATER IMPROVEMENTS BY OTHERS LEGEND PROP. DUMPSTER ENCLOSURE SHORELINE STABILIZATION 1 2 3 4 5 ###PROP. RV PAD NUMBERING C/L PROP. RV PAD TYPE PROP. CURVE AND LINE NUMBER L/R/P PROP. 6 10'x20' PARKING (1 ADA) PROPERTY LINE PROP. 6" CONCRETE PAVEMENT (4000 PSI, #4 BAR @24"C/C) CENTERLINE OF ROAD 6 PROP. 4 10'x20' PARKING (1 ADA) EX. 100 YR FLOODPLAIN PROP. 7" CONCRETE PAVEMENT (6000 PSI, #4 BAR @24"C/C) GENERAL PAVEMENT NOTE 16 7 SS FM SS FM SS FM SS FM SS F M SS SS SS S S F M S S F M S S F M S S F M SS F M SS F M SS F M SS F M SS F M S S F M S S F M S S F M 0+ 0 0 1+ 0 0 2+ 0 0 33+00 34+00 35+00 36+00 37 + 0 0 38 + 0 0 39 + 0 0 1+09 1+65 3 2 + 8 4 1+32 1+85 L 3 L4 C18 STA. 36+92.77 WL-B STA. 0+00.00 WL-A INSTALL: 1-8"X8" TEE 2-8" GV AND CONC. BLOCKING N:7097530.71 E:2444456.50 0+00 1+ 0 0 2+ 0 0 3+ 0 0 4+ 0 0 5+00 6+00 7+00 36+00 L1 8 C2 3 C24 STA. 0+00.00 WL-B STA. 33+97.63 WL BETA INSTALL: 1-8"X8" TEE 2-8" GV AND CONC. BLOCKING N:7097519.75 E:2444161.74 10 ' STA. 0+22.30 WL-B INSTALL: 1 - 8" GV 1 - STD. FH ASSEMBLY 3' BEHIND EDGE OF PVMT. N:7097541.90 E:2444159.17 STA. 0+47.25 STARLIGHT LOOP L1 9 L1 9 C17 L3 PC: 1+37.29 PT : 3 5 + 5 9 . 2 5 PC C : 3 4 + 0 4 . 8 0 PC: 0+75.97 PT: 1+ 1 1 . 5 5 PC C : 7 + 9 1 . 0 9 STA. 37+12.77 WL-B SS/WATER CROSSING N:7097550.71 E:2444456.33 31 . 5 0 ' 1 0 ' 10' 33.56' N: 7097499.48 E: 2444490.29 4+ 6 0 5+ 3 4 6+ 0 8 6+ 8 2 7+ 5 8 4+ 5 6 5+ 0 8 5+ 8 1 6+ 5 5 7+ 2 9 35+56 - 0 + 0 0 1 + 0 0 2+ 0 0 34+00 35+00 36+52 0+ 0 0 1+ 0 0 2+ 0 0 3+ 0 0 4+00 5+00 6+00 7+00 36+0 0 STA. 1+22.13 WL-A INSTALL: 1 - 8" GV 1 - STD. FH ASSEMBLY 3' BEHIND EDGE OF PVMT. N:7097408.90 E:2444452.40 STA. 0+33.19 DEER HAVEN N. ADVENTURE LANE N. AD V E N T U R E L A N E S. A D V E N T U R E L A N E DEER HAVEN LINE DATA TABLE LINE # L3 L4 L18 L19 ALIGNMENT WL-B WL-B WL-A WL-A START STA. 0+00.00 35+59.25 0+00.00 1+11.55 START N/E N: 2444161.74 E: 7097519.75 N: 2444322.98 E: 7097529.70 N: 2444456.50 E: 7097530.71 N: 2444454.19 E: 7097419.33 END STA. 1+37.29 36+92.77 0+75.97 4+22.55 END N/E N: 2444145.91 E: 7097656.12 N: 2444456.50 E: 7097530.71 N: 2444457.08 E: 7097454.75 N: 2444401.48 E: 7097112.83 DIRECTION N6° 37' 20.93"W N89° 33' 48.44"E S0° 26' 11.56"E S9° 45' 24.72"W LENGTH 137.29 133.52 75.97 311.00 CURVE DATA TABLE CURVE # C17 C18 C23 ALIGNMENT WL-B WL-B WL-A START STA. 30+59.91 34+04.80 0+75.97 START N/E N: 7097443.45 E: 2443833.49 N: 7097520.56 E: 2444168.87 N: 7097454.75 E: 2444457.08 END STA. 34+04.80 35+59.25 1+11.55 END N/E N: 7097520.56 E: 2444168.87 N: 7097529.70 E: 2444322.98 N: 7097419.33 E: 2444454.19 RADIUS 1497.00 1497.00 200.00 CHORD LENGTH 344.14 154.38 35.53 CHORD DIRECTION N77° 03' 06.64"E N86° 36' 28.04"E S4° 39' 36.58"W LENGTH 344.90 154.45 35.58 DELTA 13.20° 5.91° 10.19° PROJECT SHEET MAP NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 1 6 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - B A S E U T L P R O P . d w g P R E L I M . W L B E T A ( S H E E T 5 O F 5 ) C 2 . 0 9 MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET N W E S WL - B ( S H E E T 5 O F 6 ) C2.09 09/09/2024 OL MPM OL 8" WL-B 8" WL-A 500' FIRE HYDRANT RADIUS PROP. WATER LINE PROP. SANITARY SEWER LATERAL EX. 100 YR FLOODPLAIN LEGEND PROPERTY BOUNDARY C/L CURVE AND LINE NUMBER PROP. FORCE MAIN RV PAD WATER AND SS HOOKUPS PROP. 3/4" WATER SERVICE GATE VALVE FIRE HYDRANT EX BUNKHOUSES MATCH L I N E R E F S H T C 2 . 0 1 M A T C H L I N E R E F S H T C 2 . 0 8 MATCHLINE REF SHT C2.05 DEER HAVEN STARLIGHT COYOTE CROSSING HIKERS HOLLOW MATCHLINE REF SHT C2 . 1 0 16 8 SS FM SS FM SS FM SS FM SS F M SS F M SS F M SS SS SS SS SS C 8 48+55 39 + 0 0 40 + 0 0 41 + 0 0 42+00 43+00 44+00 45+00 46+00 47+00 48+00 PRC: 26 + 9 5 . 8 8 STA. 41+68.07 WL-B INSTALL: 1 - 8" 90° BEND AND CONC. BLOCKING N:7098006.00 E:2444452.61 STA. 48+54.72 WL-B STA. 28+49.83 WL-C INSTALL: 1-8"X8" TEE 2-8" GV AND CONC. BLOCKING N:7098026.04 E:2445137.01 STA. 48+04.25 WL-B INSTALL: 1 - 8" 45° BEND AND CONC. BLOCKING N:7098011.20 E:2445088.77 NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 1 6 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - B A S E U T L P R O P . d w g C 2 . 1 0 MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 WARNING TO CONTRACTOR GENERAL UTILITY NOTE TEMP. BENCHMARKS HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET WL - B ( S H E E T 6 O F 6 ) C2.10 09/09/2024 OL MPM OL PROJECT SHEET MAP N W E S 500' FIRE HYDRANT RADIUS PROP. WATER LINE PROP. SANITARY SEWER LATERAL EX. 100 YR FLOODPLAIN LEGEND PROPERTY BOUNDARY C/L CURVE AND LINE NUMBER PROP. FORCE MAIN RV PAD WATER AND SS HOOKUPS PROP. 3/4" WATER SERVICE GATE VALVE FIRE HYDRANT 8" WL-B 8" WL-C DEER HAVEN STARLIGHT LOOP COYOTE CROSSING HIKERS HOLLOW MATCHLINE REF SHT C2. 0 9 16 9 45.0 0 ° P1 P2 P2 37 . 5 0 ' 37 . 5 0 ' R5.00' R5.00' 1.50' 1.50'5 0 . 0 0 ' 6 2 . 0 0 ' 50.0 0 ' 40 . 0 0 ' 1.50' R5.00' 1.50' R5.00' 12.00' 12 . 0 0 ' P1 4. 0 0 ' 1 0 . 5 0 ' 4. 0 0 ' 10 . 5 0 ' 22.0 0 ' 2 2 . 0 0 ' 1.50' 45.00° 1.50' P1P2 10 . 0 0 ' 1. 5 0 ' 1 . 5 0 ' 1.5 0 ' 1.50 ' R2.00' R 5 . 0 0 ' R2.00' R5 . 0 0 ' 4. 0 0 ' 10.50'10.00' NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 2 2 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - R V L O O P . d w g P R E L I M . R V P A D D E T A I L C 5 . 0 0 MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET RV P A D D E T A I L C5.00 09/09/2024 OL MPM OL 17 0 NO . DE S C R I P T I O N DA T E DATE: PROJECT NUMBER: DRAWN BY: CHECKED BY:DESIGN BY: SHEET 9 . 0 9 . 2 0 2 4 2 : 2 2 P M F : \ j o b \ 2 0 2 2 \ 8 1 0 \ 0 2 1 H i d d e n C o v e M a r i n a \ 0 1 D e s i g n & D r a f t i n g \ 0 2 C i v i l \ 1 0 R V L O O P S \ 2 0 2 2 . 8 1 0 . 0 2 1 _ P R E L I M - R V L O O P . d w g P R E L I M . D E T A I L C 5 . 0 1 MA R I N E Q U E S T - H I D D E N C O V E , L . P . HI D D E N C O V E M A R I N A A N D PA R K R V L O O P S 20 4 0 0 H A C K B E R R Y C R E E K P A R K R D , TH E C O L O N Y , T X 7 5 0 3 6 2022.810.021 94 9 H i l l t o p D r i v e , W e a t h e r f o r d , T X 7 6 0 8 6 ma i l @ b h b i n c . c o m • 8 1 7 . 5 9 6 . 7 5 7 5 • b h b i n c . c o m TB P E L S F i r m # 4 4 , # 1 0 1 9 4 1 4 6 NOT FOR CONSTRUCTION THIS DOCUMENT IS INTENDED FOR REVIEW ONLY, AND IS NOT INTENDED FOR BIDDING, PERMIT, OR CONSTRUCTION PURPOSES. BHB, INC. TX. REGISTERED FIRM F-00044 ENGINEER: OTTIS LEE, III, P.E. TEXAS LICENSES NO: 65544 DATE: 9/9/2024 HIDDEN COVE MARINA AND PARK RV LOOPS 4TH - SUBMITTAL DATE: 09/09/2024 CITY PROJECT NO. SP23-0007 OWNER CONTACT INFO:PHONE: 817-360-4023 EMAIL: MARCEL@MARINEQUEST.NET PA V E M E N T S T A N D A R D D E T A I L S ( 1 OF 2 ) C5.01 09/09/2024 OL MPM OL RV LOOP PAVEMENT TYPICAL SECTION NTS 24' MATCH EX. ELEV 4000 PSI CONCRETE PAVEMENT 6" FLEX BASE TO BE COMPACTED TO 95% OR STANDARD OR AS SPECIFIED DENSITY. FLEX BASE SUBGRADE SHALL EXTEND 1' BEHIND ALL EDGES OF PAVEMENT/CURB #4 BARS @24" OCEW 6" 6" EX. GRADE EX. GRADE LONGITUDINAL JOINT 1'1' 17 1 2 3 CHASE 1 MEN 10' CLG. COVR'D ENTRY A A A WOMEN 10' CLG. 1 A A 36" X 48" SHOWER 3 36" X 48" SHOWER A 2 3 36" X 48" SHOWER 3 36" X 48" SHOWER SEATING BENCH AA BENCH SEATING WATER HEATER ABOVE 5: 1 2 24 " O . H . 5: 1 2 5: 1 2 24 " O . H . 5: 1 2 24" O.H.24" O.H. 4 MECH COVR'D ENTRY 5 ' 7' - 1 1 " 9' 7' - 1 1 " 24 ' - 1 1 " 7' 13'-2"9'11'-6" 33'-8" 40'-8" 5' 11 ' - 1 " 2' - 8 " 11 ' - 1 " 5' 24 ' - 1 1 " 34 ' - 1 1 " 2'-10"3'-4"3'-4"3'6'-8"3'-1"3'-3"6'-10" 4:12 12" O.H. Date Sheet Title Sheet No. 1 of 2 Scale SEPT. 22, 2023 La k e L e w i s v i l l e S t a t e P a r k 20 4 0 0 H a c k b e r r y C r e e k P a r d R d . Li t t l e E l m , T e x a s 7 5 0 3 6 North FLOOR PLAN SCALE: 1/4" = 1'-0" FLOOR PLAN 1/4" = 1'-0" 1NEW RESTROOM BUILDING ROOF PLAN SCALE: 1/4" = 1'-0" 17 2 10' T.P. F.F. 5 12 5 12 FRONT ELEVATION SCALE: 1/4"=1'-0" 10' T.P. F.F. SIDING 10' T.P. F.F. 10' T.P. F.F. 15 ' - 1 1 " LEFT ELEVATION SCALE: 1/4"=1'-0" COMP. SHINGLE 5:12 4 12 COMP. SHINGLE 5:12 10' T.P. F.F. 10' T.P. F.F. 15 ' - 1 1 " RIGHT ELEVATION SCALE: 1/4"=1'-0" SMOOTH FACED CMU SMOOTH FACED CMU SMOOTH FACED CMU SMOOTH FACED CMU SMOOTH FACED CMU SMOOTH FACED CMU 15 ' - 1 1 " 10' T.P. F.F. 5 12 5 12 REAR ELEVATION SCALE: 1/4"=1'-0" 10' T.P. F.F. 15 ' - 1 1 " COMP. SHINGLE 4:12 4 12 SMOOTH FACED CMU SMOOTH FACED CMU 4 A A A A A A Date Sheet Title Sheet No. 2 of 2 Scale SEPT. 22, 2023 La k e L e w i s v i l l e S t a t e P a r k 20 4 0 0 H a c k b e r r y C r e e k P a r d R d . Li t t l e E l m , T e x a s 7 5 0 3 6 North ELEVATIONS 1/4" = 1'-0" 2NEW RESTROOM BUILDING 17 3 CITY OF THE COLONY, TEXAS ORDINANCE NO. 2024 - _______ SITE PLAN – HIDDEN COVE MARINA AND PARK, RV LOOPS, PHASE III AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, APPROVING A SITE PLAN APPLICATION FOR “HIDDEN COVE MARINA AND PARK, RV LOOPS, PHASE III” PROVIDING FOR 400 ADDITIONAL RV SPACES, RESTROOM FACILITIES, ACTIVITY AREAS, WATER FACILITY UPGRADES, SANITARY SEWER FACILITY UPGRADES,AND UTILITY INSTALLATIONS; THE SUBJECT SITE IS LOCATED AT 20400 HACKBERRY CREEK ROAD WITHIN PLANNED DEVELOPMENT 21 (PD-21) AKA HIDDEN COVE; 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, have given requisite notices and consideration of the site plan application and related plans, and the City Council of the City of The Colony, Texas, is of the opinion and finds that Site Plan Application No. SP23-0007 for “Hidden Cove Marina and Park, RV Loops, Phase III”, providing for 400 additional RV spaces, restroom facilities, activity areas, water facility upgrades, sanitary sewer facility upgrades, and utility installations; The subject site is located at 20400 Hackberry Creek Road within the Planned Development 21 (PD-21) 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 and building elevations applicable to the subject area, 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 174 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. SECTION 5. That this Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS THIS 15TH DAY OF OCTOBER 2024. Richard Boyer, Mayor City of The Colony, Texas ATTEST: Kimberly Thompson, Deputy City Secretary APPROVED AS TO FORM: Jeffrey L. Moore, City Attorney 175 Exhibit A 176 Agenda Item No:5.4 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Calvin Lehmann Submitting Department: Parks & Recreation Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to execute a contract with Ratliff Hardscape, LTD for the construction of the Park Loop Trail (Segment 1A) in an amount not to exceed $605,705.00, to be funded by the Community Development Corporation. (Lehmann) Suggested Action: Background: The Trail 1A project had a budget of $775,000, and we used Halff for the design at a cost of $98,880, leaving us with $676,120 for construction. We received nine sealed bids on September 18, with Ratliff Hardscape being the lowest bidder at $605,705. This leaves us with a remaining balance of $70,415, keeping us within budget. Ratliff Hardscape was vetted by Halff and found to have successfully completed similar projects. Halff, CDC Board and staff recommend moving forward with Ratliff for the construction of Trail 1A. Attachments: RFB 59-24-18 Park Loop Aquatic Park_Bid Summary.cleaned.pdf RFB 59-24-18 Park Loop Trail (Segment 1A) Bid Tabulation.pdf BID Plan Set - Park Loop Trail (Segment 1A).pdf CONTRACT - Park Loop Trail (Segment 1A).pdf Res. 2024-xxx Ratliff Hardscape LTD.doc 177 Bid Opening: September 18, 2024 VENDOR TOTAL AMOUNT OF BID BID BOND RECEIVED ADDENDUM 1 RECEIVED Ratliff Hardscape, LTD 605,705.00$ Y Y Advance Contracting Group 611,664.00$ Y Y Infra Construction, LLC 652,226.80$ Y Y Greeniverse Construction, LLC 689,966.77$ Y Y RoeschCo Construction, LLC 713,692.11$ Y Y Cole Construction 734,898.69$ Y Y Axis Contracting, Inc.797,110.47$ Y Y HQS Construction, LLC 856,768.00$ Y Y CGC General Contractors, Inc.893,843.00$ Y Y DATE:September 27, 2023 Halff Consultant Signature: Halff Consultant Print Name:Preston Spradlin, PE RFB 59-24-18_PARK LOOP TRAIL (SEGMENT 1A) BID TABULATION for CITY OF THE COLONY 178 Project:Park Loop Trail (Segment 1A) Date:9/27/2024 Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Quantity Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost A-1 Construction Staking, work fully performed, complete in place. 1 LS $10,000.00 $10,000.00 $6,500.00 $6,500.00 $6,000.00 $6,000.00 $836.40 $836.40 $11,799.32 $11,799.32 $10,000.00 $10,000.00 $18,000.00 $18,000.00 $12,000.00 $12,000.00 $4,900.00 $4,900.00 A-2 Mobilization and General Site Preparation, work fully performed, complete in place.1 LS $8,000.00 $8,000.00 $140,950.00 $140,950.00 $10,000.00 $10,000.00 $32,257.65 $32,257.65 $31,821.24 $31,821.24 $65,000.00 $65,000.00 $32,000.00 $32,000.00 $60,300.00 $60,300.00 $181,125.00 $181,125.00 A-3 Barricades, Warning and Detour Signs, and Fences, work fully performed 1 LS $10,000.00 $10,000.00 $5,500.00 $5,500.00 $2,510.00 $2,510.00 $8,425.50 $8,425.50 $7,512.20 $7,512.20 $7,000.00 $7,000.00 $15,800.00 $15,800.00 $21,000.00 $21,000.00 $6,600.00 $6,600.00 A-4 Joint Storm Water Pollution Prevention Plan, implemented and maintained, including preparation of Notice of Intent and Notice of Termination, work fully performed, complete in place 1 LS $20,000.00 $20,000.00 $3,767.50 $3,767.50 $38,000.00 $38,000.00 $13,537.47 $13,537.47 $4,715.48 $4,715.48 $10,000.00 $10,000.00 $38,000.00 $38,000.00 $14,214.00 $14,214.00 $8,902.00 $8,902.00 A-5 Solid Sod, furnish and install including topsoil and fertilizer, complete in place.2,081 SY $16.00 $33,296.00 $16.95 $35,272.95 $7.23 $15,050.00 $16.83 $35,023.23 $9.47 $19,707.07 $15.00 $31,215.00 $10.00 $20,810.00 $18.00 $37,458.00 $6.00 $12,486.00 A-6 Hydromulch Seeding (Bermuda Seed), furnish and install including topsoil and fertilizer, complete in place.8,039 SY $5.00 $40,195.00 $10.73 $86,258.47 $1.24 $9,950.00 $4.00 $32,156.00 $6.89 $55,388.71 $2.00 $16,078.00 $0.95 $7,637.05 $5.00 $40,195.00 $4.00 $32,156.00 A-7 Remove Existing Concrete Wingwall, work fully performed, complete in place.2 EA $2,500.00 $5,000.00 $2,000.00 $4,000.00 $4,000.00 $8,000.00 $401.87 $803.74 $982.98 $1,965.96 $1,000.00 $2,000.00 $5,200.00 $10,400.00 $4,320.00 $8,640.00 $1,250.00 $2,500.00 A-8 Remove Existing Chain Link Fence, work fully performed, complete in place.216 LF $10.00 $2,160.00 $10.00 $2,160.00 $18.52 $4,000.00 $8.00 $1,728.00 $18.57 $4,011.12 $20.00 $4,320.00 $20.00 $4,320.00 $6.00 $1,296.00 $5.00 $1,080.00 A-9 Unclassified Excavation, work fully performed, complete in place. 1,258 CY $30.00 $37,740.00 $41.00 $51,578.00 $25.00 $31,450.00 $91.00 $114,478.00 $40.93 $51,489.94 $65.00 $81,770.00 $40.00 $50,320.00 $18.00 $22,644.00 $20.00 $25,160.00 A-10 Embankment (TxDOT Type D), work fully performed, complete in place.697 CY $50.00 $34,850.00 $63.00 $43,911.00 $26.04 $18,150.00 $41.00 $28,577.00 $40.58 $28,284.26 $65.00 $45,305.00 $42.00 $29,274.00 $18.00 $12,546.00 $25.00 $17,425.00 A-11 6-Inch Thick Flex Base (TxDOT Type A, Grade 1 or 2), work fully performed 2,137 SY $8.00 $17,096.00 $25.00 $53,425.00 $70.19 $150,000.00 $9.30 $19,874.10 $22.84 $48,809.08 $25.00 $53,425.00 $25.00 $53,425.00 $22.00 $47,014.00 $19.00 $40,603.00 A-12 5-Inch Thick, 4,000 PSI Portland Cement Reinforced Concrete Pavement for Shared-Use Trail (10' Wide), work fully performed 1,781 SY $95.00 $169,195.00 $90.00 $160,290.00 $100.51 $179,000.00 $112.00 $199,472.00 $85.90 $152,987.90 $120.00 $213,720.00 $94.00 $167,414.00 $68.00 $121,108.00 $79.22 $141,090.82 A-13 Reflective Removable Bollard, work fully performed 1 EA $3,000.00 $3,000.00 $2,500.00 $2,500.00 $2,500.00 $2,500.00 $1,429.27 $1,429.27 $2,355.38 $2,355.38 $2,500.00 $2,500.00 $1,730.00 $1,730.00 $1,500.00 $1,500.00 $2,500.00 $2,500.00 A-14 Enhanced Pedestrian Wave Rail, work fully performed 102 LF $550.00 $56,100.00 $316.50 $32,283.00 $176.47 $18,000.00 $221.40 $22,582.80 $157.79 $16,094.58 $135.00 $13,770.00 $220.00 $22,440.00 $82.00 $8,364.00 $300.00 $30,600.00 A-15 24-Inch Grouted Rock Riprap, work fully performed 123 SY $98.00 $12,054.00 $200.00 $24,600.00 $443.90 $54,600.00 $296.03 $36,411.69 $259.00 $31,857.00 $600.00 $73,800.00 $220.00 $27,060.00 $150.00 $18,450.00 $367.89 $45,250.47 A-16 Concrete Safety End Treatment (SET P-CD) (DIA=18-Inch) (SKEW=30) (SL=4:1), work fully performed, construct in place.1 EA $8,000.00 $8,000.00 $2,139.50 $2,139.50 $8,000.00 $8,000.00 $9,669.73 $9,669.73 $4,683.62 $4,683.62 $6,500.00 $6,500.00 $2,500.00 $2,500.00 $3,048.00 $3,048.00 $4,250.00 $4,250.00 A-17 Concrete Headwall (CH-FW-30) (DIA=24-Inch) (H=3-Foot, 0-Inch) (SL=4:1), work fully performed, construct in place.1 EA $14,000.00 $14,000.00 $5,269.00 $5,269.00 $8,000.00 $8,000.00 $6,187.90 $6,187.90 $4,680.08 $4,680.08 $8,500.00 $8,500.00 $5,800.00 $5,800.00 $15,060.00 $15,060.00 $10,000.00 $10,000.00 A-18 Concrete Headwall (CH-PW-S) (DIA=42-Inch) (H=5-Foot, 2-Inch) (W=35-Foot, 3-Inch) (SKEW=30) (SL=3:1), work fully performed, construct in place. 1 EA $15,000.00 $15,000.00 $11,995.50 $11,995.50 $8,000.00 $8,000.00 $12,707.36 $12,707.36 $7,476.80 $7,476.80 $25,000.00 $25,000.00 $24,000.00 $24,000.00 $11,472.00 $11,472.00 $18,000.00 $18,000.00 A-19 18-Inch Class III Reinforced Concrete Storm Drain (open cut), furnish and install including Excavation, Embedment and Backfill, work fully performed, complete in place 47 LF $95.00 $4,465.00 $150.00 $7,050.00 $153.20 $7,200.40 $139.19 $6,541.93 $585.83 $27,534.01 $200.00 $9,400.00 $100.00 $4,700.00 $425.00 $19,975.00 $125.00 $5,875.00 A-20 24-Inch Class III Reinforced Concrete Storm Drain (open cut), furnish and install including Excavation, Embedment and Backfill, work fully performed, complete in place 62 LF $100.00 $6,200.00 $175.00 $10,850.00 $193.55 $12,000.10 $207.96 $12,893.52 $589.38 $36,541.56 $300.00 $18,600.00 $110.00 $6,820.00 $222.00 $13,764.00 $158.06 $9,799.72 A-21 42-Inch Class III Reinforced Concrete Storm Drain (open cut), furnish and install including Excavation, Embedment and Backfill, work fully performed, complete in place 90 LF $110.00 $9,900.00 $325.00 $29,250.00 $346.67 $31,200.30 $443.82 $39,943.80 $594.82 $53,533.80 $700.00 $63,000.00 $250.00 $22,500.00 $252.00 $22,680.00 $308.89 $27,800.10 A-22 3-Foot Type "Y" Inlet with Riprap Apron, work fully performed, construct in place.1 EA $9,500.00 $9,500.00 $4,389.00 $4,389.00 $13,000.00 $13,000.00 $8,202.26 $8,202.26 $6,725.11 $6,725.11 $7,500.00 $7,500.00 $5,060.00 $5,060.00 $10,248.00 $10,248.00 $8,810.00 $8,810.00 A-23 5-Foot Type "B" Junction Box, work fully performed, complete in place.1 EA $10,000.00 $10,000.00 $9,438.00 $9,438.00 $12,000.00 $12,000.00 $15,171.22 $15,171.22 $11,370.97 $11,370.97 $15,000.00 $15,000.00 $23,420.00 $23,420.00 $36,880.00 $36,880.00 $16,500.00 $16,500.00 A-24 Trench Safety for Storm Drain Lines, furnish and install where required by OSHA Standards that are in effect at the time of bidding, work fully performed, complete in place 199 LF $20.00 $3,980.00 $5.00 $995.00 $23.12 $4,600.88 $42.03 $8,363.97 $23.70 $4,716.30 $5.00 $995.00 $25.00 $4,975.00 $8.00 $1,592.00 $10.00 $1,990.00 A-25 Pavement Markings and Signage, work fully performed 1 LS $11,000.00 $11,000.00 $6,033.50 $6,033.50 $8,000.00 $8,000.00 $9,015.51 $9,015.51 $9,364.88 $9,364.88 $8,000.00 $8,000.00 $4,200.00 $4,200.00 $3,600.00 $3,600.00 $3,600.00 $3,600.00 $550,731.00 $740,405.42 $659,211.68 $676,290.05 $635,426.37 $792,398.00 $602,605.05 $565,048.00 $659,003.11 Roeschco Construction, LLCCompany Name: BID TABULATION - RFB 59-24-18 CGC General Contractors, Inc. Cole Construction Greeniverse Construction, LLC HQS Construction, LLC Infra Construction, LLC Ratliff Hardscape Ltd. Unit Advance Contracting Group Description Bid Disqualified Axis Contracting, Inc. Subtotal - Section A - Base Bid Section A - Base Bid Item No. Labor Not Included Page 1 of 2 17 9 Project:Park Loop Trail (Segment 1A) Date:9/27/2024 Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Unit Total Quantity Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Cost Roeschco Construction, LLCCompany Name: BID TABULATION - RFB 59-24-18 CGC General Contractors, Inc. Cole Construction Greeniverse Construction, LLC HQS Construction, LLC Infra Construction, LLC Ratliff Hardscape Ltd. Unit Advance Contracting Group Description Axis Contracting, Inc. Item No. B-1 Solid Sod, furnish and install including topsoil and fertilizer, complete in place.328 SY $16.00 $5,248.00 $15.95 $5,231.60 $6.60 $2,164.80 $16.83 $5,520.24 $12.12 $3,975.36 $15.00 $4,920.00 $10.00 $3,280.00 $18.00 $5,904.00 $12.00 $3,936.00 B-2 Hydromulch Seeding (Bermuda Seed), furnish and install including topsoil and fertilizer, complete in place.465 SY $10.00 $4,650.00 $10.73 $4,989.45 $5.03 $2,338.95 $4.00 $1,860.00 $8.47 $3,938.55 $2.00 $930.00 $0.95 $441.75 $5.00 $2,325.00 $8.00 $3,720.00 B-3 Unclassified Excavation, work fully performed, complete in place. 111 CY $30.00 $3,330.00 $41.00 $4,551.00 $67.95 $7,542.45 $91.00 $10,101.00 $52.48 $5,825.28 $65.00 $7,215.00 $40.00 $4,440.00 $18.00 $1,998.00 $44.00 $4,884.00 B-4 Embankment (TxDOT Type D), work fully performed, complete in place.81 CY $50.00 $4,050.00 $63.00 $5,103.00 $93.12 $7,542.72 $41.00 $3,321.00 $57.78 $4,680.18 $65.00 $5,265.00 $42.00 $3,402.00 $18.00 $1,458.00 $49.00 $3,969.00 B-5 6-Inch Thick Flex Base (TxDOT Type A, Grade 1 or 2), work fully performed 368 SY $40.00 $14,720.00 $25.00 $9,200.00 $20.50 $7,544.00 $9.30 $3,422.40 $24.50 $9,016.00 $25.00 $9,200.00 $25.00 $9,200.00 $22.00 $8,096.00 $27.00 $9,936.00 B-6 5-Inch Thick, 4,000 PSI Portland Cement Reinforced Concrete Pavement for Shared-Use Trail (10' Wide), work fully performed 307 SY $95.00 $29,165.00 $90.00 $27,630.00 $127.53 $39,151.71 $112.00 $34,384.00 $88.29 $27,105.03 $120.00 $36,840.00 $94.00 $28,858.00 $68.00 $20,876.00 $92.00 $28,244.00 $61,163.00 $56,705.05 $66,284.63 $58,608.64 $54,540.40 $64,370.00 $49,621.75 $40,657.00 $54,689.00 $893,843.00 (With Labor Included) $713,692.11$605,705.00$652,226.80$856,768.00$689,966.77$734,898.69$725,496.31$797,110.47$611,894.00Total (Section A+B) Subtotal - Section B - Alternate 1 Section B - Alternate 1 Page 2 of 2 18 0 WATE R E D G E EX 8 ' ' W T R EX 8 ' ' W T R E X S S EX S S EX S S EX S S EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS EX SS E X S S E X S S E X S S EX SS EX SS EX SS EX SS EX SS EX SS E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E X 2 0 ' ' N G E x O H E EX . R . O . W . EX. R . O . W . SQ U I R E S D R LOT 1 BLOCK 145A LOT 2 BLOCK 145A LOT 3 BLOCK 145A REAR N D R LOT 1 BLOCK 141 CITY OF THE COLONY LOT 2 BLOCK 141 LOT 3 BLOCK 141 CITY OF THE COLONY LOT 4 BLOCK 145A LOT 5 BLOCK 145A LOT 6 BLOCK 145A LOT 1 BLOCK 145 LOT 2 BLOCK 145 LOT 3 BLOCK 145 LOT 4 BLOCK 145 LOT 5 BLOCK 145 LOT 8 BLOCK 144 LOT 9 BLOCK 144 LOT 2 BLOCK 143 LOT 1 BLOCK 143 LOT 3 BLOCK 143 LOT 4 BLOCK 143 LOT 7 BLOCK 143 LOT 8 BLOCK 143 LOT 9 BLOCK 143 LOT 10 BLOCK 143 LOT 11 BLOCK 143 LOT 12 BLOCK 143 LOT 13 BLOCK 143 LOT 4 BLOCK 141 LOT 5 BLOCK 141 LOT 6 BLOCK 141 LOT 7 BLOCK 141 LOT 8 BLOCK 141 LOT 9 BLOCK 141 LOT 10 BLOCK 141 LOT 11 BLOCK 141 LOT 13 BLOCK 141 REAR N D R LOT 14 BLOCK 141 LOT 15 BLOCK 141 LOT 16 BLOCK 141 LOT 17 BLOCK 141 LOT 18 BLOCK 141 LOT 19 BLOCK 141 LOT 20 BLOCK 141 LOT 21 BLOCK 141 LOT 22 BLOCK 141 LOT 23 BLOCK 141 LOT 24 BLOCK 141 LOT 12 BLOCK 141 VADE N S T EX. R . O . W . EX. R.O.W. 50' LONE STAR GAS EASEMENT EX. R . O . W . SQU I R E S D R V A N C E S T T A Y L O R S T E X I S T I N G T R A I L 1 A 300 101 23 + 0 0 2 4 + 0 0 25 + 0 0 2 6 + 0 0 27+00 28+00 29+0 0 30+00 31+00 32+00 33 + 0 0 34 + 0 0 35+0 0 36+00 37 + 0 0 38+00 39 + 0 0 40 + 0 0 41+00 42+00 43+0043+22 1+ 0 0 2 + 0 0 3 + 0 0 3 + 6 9 C.L. PARK LOOP TRAILC.L. PARK LOOP TRAIL STA 27+50.50, PARK LOOP TRAIL BEGIN TRAIL EXISTING PARK LOOP TRAIL (SEGMENT 2A) CITY OF THE COLONY 100-YR FLOODPLAIN STA 32+00.00, PARK LOOP TRAIL = STA 1+00.00, SQUIRES CONNECTOR BEGIN TRAIL 100 104 105 102 103 STA 3+38.10, SQUIRES CONNECTOR END TRAIL EX . R . O . W . STA 43+12.04, PARK LOOP TRAIL END TRAIL C.L. SQUIRES CONNECTOR (BID ALTERNATE 1) OFPAGE NUMBER 54130 6/21/2024 1" = 60' 5 5 51 PTS AKU PTS PARK LOOP TRAIL (SEGMENT 1A) PROJECT LAYOUT CONTROL POINT NOTES: 1.THE BASIS OF BEARING IS THE TEXAS COORDINATE SYSTEM, NORTH CENTRAL ZONE 4202, NORTH AMERICAN DATUM OF 1983, 2011 ADJUSTMENT. ALL DISTANCES SHOWN HEREON ARE SURFACE DISTANCES.SURFACE ADJUSTMENT SCALE FACTOR: 1.000150630 LEGEND EXISTING R.O.W. / PROPERTY LINE EXISTING EASEMENT LINE PROJECT CONCRETE PAVING REVISION # NO.DATE DESCRIPTION PROJECT NO.: ISSUED: SCALE:DESIGNED BY: DRAWN BY: CHECKED BY: HALFF ASSOCIATES, INC. THE SEAL APPEARING ON THIS DOCUMENT WAS AUTHORIZED BY: LICENSE NO. 8/14/2024 NAME DATE FIRM OR BUSINESS NO.STATE THE RECORD COPY OF THIS DRAWING IS ON FILE AT THE OFFICES OF: 3803 PARKWOOD BLVD. SUITE 800 FRISCO, TEXAS 75034-8641 PRESTON T. SPRADLIN F-312 PE TX 146686 FI L E N A M E : A: \ 5 4 0 0 0 s \ 5 4 1 3 0 \ 0 0 1 \ P W \ C A D D \ S h e e t s \ C - P L A N - P R O J - 5 4 1 3 0 . d w g D A T E : Au g u s t 1 4 , 2 0 2 4 , T I M E : 5: 2 7 P M , U S E R : ah 3 4 9 8 3803 PARKWOOD BLVD., SUITE 800 FRISCO, TEXAS 75034-8641 TEL. (214) 618-4570 PRESTON T. SPRADLIN 146686 0 SCALE IN FEET 30 60 120 181 CONTRACT DOCUMENTS 2-2 STANDARD FORM OF AGREEMENT (CONTRACT) BETWEEN OWNER AND CONTRACTOR ON THE BASIS OF A STIPULATED PRICE THIS AGREEMENT is dated as of the _____________ day of ________________________ in the year 2024 by and between the CITY OF THE COLONY, TEXAS, a municipal corporation (hereinafter called OWNER) and _________________________________________. (hereinafter called CONTRACTOR). OWNER and CONTRACTOR, in consideration of the mutual covenants hereinafter set forth, agree as follows: Article 1. WORK. CONTRACTOR shall complete all Work as specified or indicated in the Contract Documents. The Work is generally described as follows: The scope of work consists of the construction of Park Loop Trail, a 10-ft wide concrete shared-use trail with a total approximate length of 1,600 LF. Park Loop Trail begins at Squires Drive and runs along an existing creek in city owned parkway, ending at Taylor Street. The work includes, but is not limited to approximately 1,781 SY of 5-inch thick concrete shared-use trail on 6” flex base subgrade, 123 SY of 24- inch grouted rock riprap, 47 LF of 18-inch RCP, 62 LF of 24-inch RCP, 90 LF of 42-inch RCP, three (3) proposed concrete headwalls, 102 LF of enhanced pedestrian wave guardrail and any other work deemed necessary by the City of The Colony. The scope of work includes an add alternate for the construction of Squires Connector, a 10-ft wide concrete shared-use trail with a total approximate length of 250 LF. Squires Connector begins at Park Loop Trail and connects to existing sidewalk at Squires Drive. The work includes, but is not limited to approximately 307 SY of 5-inch thick concrete shared-use trail on 6” flex base subgrade and any other work deemed necessary by the City of The Colony. The opinion of probable construction cost for the overall project is $693,053. All of the above shall be done in accordance with TxDOT and NCTCOG 5th Edition specifications with the City of the Colony’s Addenda and as per instructions of the City of The Colony City Engineer. All construction sequencing and barricading will be done according to the City of The Colony Standards. The Project for which the Work under the Contract Documents may be the whole or only a part is generally described as follows: PARK LOOP TRAIL (SEGMENT 1A) City of The Colony BID #59-24-18_PARK LOOP TRAIL (SEGMENT 1A) Ratliff Hardscape, LTD 182 CONTRACT DOCUMENTS 2-3 Article 2. ENGINEER. The Project has been designed by the City of The Colony Engineering Department. The Bidding and Contract Documents have been established by the City of The Colony Engineering Department. Contract administration will be provided by the City of The Colony Engineering Department who is hereinafter called ENGINEER and who is to act as OWNER's representative, assume all duties and responsibilities and have the rights and authority assigned to the ENGINEER in the Contract Documents in connection with completion of the Work in accordance with the Contract Documents. Article 3. CONTRACT TIME. 3.1. The Work, including the add alternate scope if awarded, will be completed within 150 calendar days, including 7 inclement weather days, from the date when the Contract Time commences to run as provided in Item 103.6 of the General Provisions, and completed and ready for final payment in accordance with Item 109.5.4 of the General Provisions. BIDDER agrees that all work awarded will be completed within 150 Calendar days, which includes 7 inclement weather days, for this project. The Contractor will submit written documentation to the Construction Inspector assigned by the City to document inclement weather days. Additional inclement weather calendar days will be added to the contract only if the 7 inclement weather days included in the bid have been approved. Contract time will commence to run as provided in the Contract Documents. CONTRACTOR shall only be permitted to work at one street at a time, perform concrete panel repair & replacement one section at a time and must fully complete the active section (including cleanup) before moving on to the subsequent section. Sections shall be limited in length as necessary to ensure all work can be fully constructed and open to traffic within no more than 14 days. Article 4. CONTRACT PRICE. 4.1. OWNER shall pay CONTRACTOR for completion of the Work in accordance with the Contract Documents in current funds subject to additions and deductions by Change Orders as provided in the contract documents in accordance with the unit prices listed in the Proposal and Bid Schedule. The contract sum shall be the amount of $______________. The total tangible personal property cost included in the contract sum is $______________. 605,705.00 217,919.88 183 CONTRACT DOCUMENTS 2-4 Article 5. PAYMENT PROCEDURES. CONTRACTOR shall submit Applications for Payment in accordance with Item 109.5 of the General Provisions. Applications for Payment will be processed by ENGINEER as provided in the General Provisions. 5.1. Progress Payments. OWNER shall make progress payments on account of the Contract Price on the basis of CONTRACTOR's Applications for Payment as recommended by ENGINEER, each month during construction as provided below. All progress payments will be on the basis of the progress of the Work measured by the schedule of values established in Item 109.5.1 of the General Provisions (and in the case of Unit Price Work based on the number of units completed) or, in the event there is no schedule of values, as provided in the General Provisions. 5.1.1. Prior to Completion, Progress Payments will be made in an amount equal to the percentage indicated in Item 109.5.2 of the General Provisions, but, in each case, less the aggregate of payments previously made and less such amounts as ENGINEER shall determine, or OWNER may withhold, in accordance with Item 109.4 of the General Provisions of the NCTCOG Specifications. 5.2. Final Payment. Upon final completion and acceptance of the Work in accordance with Item 109.5.4 of the General Provisions, OWNER shall pay the remainder of the Contract Price as recommended by ENGINEER. Article 6. INTEREST. No interest shall ever be due on late payments. Article 7. CONTRACTOR’S REPRESENTATIONS. In order to induce OWNER to enter into this Agreement CONTRACTOR makes the following representations: 7.1. CONTRACTOR has studied carefully all reports of explorations and tests of subsurface conditions and drawings of physical conditions which are identified in the Supplementary Conditions as provided in Item 102.3 of the General Provisions, and accepts the determination set forth in Item SC-105.1.2 of the Supplementary Conditions of the extent of the technical data contained in such reports and drawings upon which CONTRACTOR is entitled to rely. 7.2. CONTRACTOR has obtained and carefully studied (or assumes responsibility for obtaining and carefully studying) all such examinations, investigations, explorations, tests, reports, and studies (in addition to or to supplement those referred to in paragraph 7.1 above) which pertain to the subsurface or physical conditions at or contiguous to the site or otherwise may affect the cost, progress, performance, or furnishing of the Work as CONTRACTOR considers necessary for the performance or furnishing of the Work at the Contract Price, within the Contract Time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Item 102.3 of the General Provisions; and 184 CONTRACT DOCUMENTS 2-5 no additional examinations, investigations, explorations, tests, reports, studies, or similar information or data are or will be required by CONTRACTOR for such purposes. 7.3. CONTRACTOR has reviewed and checked all information and data shown or indicated on the Contract Documents with respect to existing Underground Facilities at or contiguous to the site and assumes responsibility for the accurate location of said Underground Facilities. No additional examinations, investigations, explorations, tests, reports, studies, or similar information or data in respect of said Underground Facilities are or will be required by CONTRACTOR in order to perform and furnish the Work at the Contract Price, within the Contract time and in accordance with the other terms and conditions of the Contract Documents, including specifically the provisions of Items 102.3, 103.1 and 104.1 of the General Provisions. 7.4. CONTRACTOR has correlated the results of all such observations, examinations, investigations, explorations, tests, reports, and studies with the terms and conditions of the Contract Documents. 7.5. CONTRACTOR has given ENGINEER written notice of all conflicts, errors or discrepancies that he has discovered in the Contract Documents and the written resolution thereof by ENGINEER is acceptable to CONTRACTOR. Article 8. CONTRACT DOCUMENTS. The Contract Documents which comprise the entire agreement between OWNER and CONTRACTOR concerning the Work consist of the following: 8.1. This Agreement (pages 2-1 through 2-16, inclusive). 8.2. Exhibits to this Agreement (immediately following this Agreement, inclusive). 8.3. Certificate of Insurance (page 2-9). 8.4. Notice of Award. 8.5. Part 1: General Provisions of the Standard Specifications for Public Works Construction, NCTCOG, fifth edition. 8.6. Supplementary Conditions to the NCTCOG, Part 1: General Provisions (pages 3-1 through 3-13). 8.7 Specifications bearing the title: "PROJECT MANUAL - Proposal, Contract, Bond Forms, and Specifications for: PARK LOOP TRAIL (SEGMENT 1A) City of The Colony BID #59-24-18_PARK LOOP TRAIL (SEGMENT 1A) 185 CONTRACT DOCUMENTS 2-6 8.8 Addendum to the NCTCOG Standard Specifications for Public Works Construction included in Appendix B. 8.9 Construction plans, one set consisting of fifty-one consecutively numbered sheets. 8.10 The following listed and numbered addenda: ___________________ 8.11 CONTRACTOR's Proposal, Bid Schedule, and Summary of Section 1 – Bidding Documents (page 1-18 through 1-25). 8.12. Documentation submitted by CONTRACTOR prior to Notice of Award. 8.13. The following which may be delivered or issued after the Effective Date of the Agreement and are not attached hereto: All Written Amendments and other documents amending, modifying, or supplementing the Contract Documents pursuant to Items 104.2 and 109.3 of the General Provisions. 8.14. The documents listed in paragraphs 8.2 et seq. above are attached to this Agreement (except as expressly noted otherwise above). The Contract Documents may only be amended, modified, or supplemented as provided in Items 104.2 and 109.3 of the General Provisions. Article 9. MISCELLANEOUS. 9.1. Terms used in this Agreement which are defined in Item 101.1 of the General Provisions will have the meanings indicated in the General Provisions. 9.2. No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound; and specifically but without limitation moneys that may become due and moneys that are due may not be assigned without such consent (expect to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents. 9.3. OWNER and CONTRACTOR each binds itself, its partners, successors, assigns and legal representatives to the other party hereto, its partners, successors, assigns and legal representatives in respect of all covenants, agreements and obligations contained in the Contract Documents. No. 1 186 CONTRACT DOCUMENTS 2-7 Article 10. OTHER PROVISIONS. IN WITNESS WHEREOF, OWNER and CONTRACTOR have signed this Agreement in triplicate. One counterpart each has been delivered to OWNER, CONTRACTOR and ENGINEER. All portions of the Contract Documents have been signed or identified by OWNER and CONTRACTOR or by ENGINEER on their behalf. This Agreement will be effective on __________________________________, 2024. OWNER: City of The Colony CONTRACTOR: ________________________ 6800 Main Street The Colony, TX 75056 ________________________ ________________________ BY: BY: : TITLE: City Manager TITLE: : ATTEST: ATTEST: : Address for giving notices: Address for giving notices: City of the Colony 6800 Main Street The Colony, Texas 75056 Attn: Ron Hartline, P.E. Director of Engineering Attn: (If OWNER is a public body, attach (If CONTRACTOR is a corporation, attach evidence of authority to sign and evidence of authority to sign.) resolution or other documents authorizing execution of Agreement.) 187 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - _______ A RESOLUTION OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH RATLIFF HARDSCAPE, LTD FOR THE CONSTRUCTION OF THE PARK LOOP TRAIL (SEGMENT 1A) TO BE FUNDED BY COMMUNITY DEVELOPMENT CORPORATION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council has determined that it is in the best interest of the citizens to execute a contract with Ratliff Hardscape, LTD for the construction of the Park Loop Trail (Segment 1A); and WHEREAS,the City of The Colony agrees to pay an amount not to exceed $605,705.00 with funding from the Community Development Corporation. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.The City Council of the City of The Colony authorizes the execution of a contract with Ratliff Hardscape, LTD. Section 2.The City Manager is hereby authorized to execute the contract for said project. Section 3.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 THE 15th DAY OF OCTOBER 2024. ______________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: __________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: 188 __________________________________________ Jeffrey L. Moore, City Attorney 189 Agenda Item No:5.5 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Alyssa Fields Submitting Department: Public Works/Water Distribution Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to issue a purchase order to CI Pavement for the construction of streets and alleyways in the amount of $1,310,937.60. (Whitt) Suggested Action: Historically Public Works issued blanket PO's to cover as many streets as the contractor could complete each year, we are now issuing PO's in groups of specific streets just as CIP projects are awarded, this prevents money being tied up in large PO's allowing us to issue more PO's to more vendors. This Purchase Order is for the construction of approximately 1500 LF. of alley between the 5100 - 5200 block of Avery Lane and the 5100 - 5200 block of Aztec Drive, approximately 1500 LF. of alley between the 5000 - 5100 block of Amhurst Lane and the 5000 - 5100 block of Aztec Drive, approximately 600 LF. of alley between the 4700 block of Brandenburg Lane and the 4700 block of Pemberton Lane, and approximately 750 LF. of alley between the 4100 block of Howard Drive and the 4100 block of Gardner Lane, This request is to be funded by General Street Repair Multi-panel and General Alleyway Large and Small repair fund. Construction is expected to begin by Mid-November. Thank you for your consideration of this request. Attachments: CI Pavement 10-15-2024 Council Meeting.pdf Res. 2024-xxx CI Pavement.docx 190 191 192 193 194 195 196 197 198 199 200 201 202 203 204 205 206 207 208 209 210 FY 2024/2025 Street And Alley Funds Construction Package Council Meeting 10/15/24 Street Large Small Multi Panel FY24/25 Budget $1,500,000.00 $500,000.00 $3,500,000.00 Estimate 18880 $413,137.12 Estimate 18979 $263,101.00 Estimate 18981 $196,029.48 Estimate 18984 $438,670.00 Subtotal $851,807.12 $459,130.48 $0.00 Remaining Balance $648,192.88 $40,869.52 $3,500,000.00 Alley 211 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - ________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO CI PAVEMENT FOR THE CONSTRUCTION OF STREETS AND ALLEYWAYS; AND PROVIDING AN EFFECTIVE DATE. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to issue a purchase order to CI Pavement in the amount of $1,310,937.60 for the construction of streets and alleyways. Section 2. That the City Manager and/or his designee are authorized to issue said purchase order. Section 3.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 15th DAY OF OCTOBER 2024. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: ___________________________________________ Jeffrey L. Moore, City Attorney 212 Agenda Item No:5.6 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Alyssa Fields Submitting Department: Public Works/Water Distribution Item Type: Resolution Agenda Section: Subject: Discuss and consider approving a resolution authorizing the City Manager to issue a purchase order to F&F Concrete for the construction of streets and alleyways, in the amount of $2,106,245.25. (Whitt) Suggested Action: Historically Public Works issued blanket PO's to cover as many streets as the contractor could complete each year, we are now issuing PO's in groups of specific streets just as CIP projects are awarded, this prevents money being tied up in large PO's allowing us to issue more PO's to more vendors. This Purchase Order is for the construction of approximately 800 LF. of street on the 4600 block of Freeman Drive, approximately 1500 LF. of alley between the 4100 block of Clary Drive and the 4100 block of Newton Drive, approximately 1200 LF. of street on Knight Drive between Wheeler Drive and North Colony Blvd, approximately 500 LF. of street on Heatherington Drive in the 4800 block and approximately 1300 LF. of alley between the 5000 block of Blue Glen Drive and the 500 block of Arbor Glen Road. Thank you for your consideration of this request. This request is to be funded by General Street Repair Multi-panel and General Alleyway Large and Small repair fund. Construction is expected to begin by Mid-November. Thank you for your consideration of this request. Attachments: F&F .pdf 10-15-2024 Council Meeting - FandF.pdf Res. 2024-xxx F&F Concrete.docx 213 214 215 216 217 218 219 220 221 222 223 FY 2024/2025 Street And Alley Funds Construction Package Council Meeting 10/15/24 Street Large Small Multi Panel FY24/25 Budget $1,500,000.00 $500,000.00 $3,500,000.00 Prior Subtotal $851,807.12 $459,130.48 $0.00 Current Remaining Balance $648,192.88 $40,869.52 $3,500,000.00 Street Large Small Multi Panel Estimate 7803 $158,086.51 Estimate 7804 $271,459.96 Estimate 7805 $904,403.34 Estimate 7807 $367,805.94 Estimate 7808 $404,489.50 Subtotal $639,265.90 $0.00 $1,466,979.35 New Remaining Balance $8,926.98 $40,869.52 $2,033,020.65 Alley Alley 224 CITY OF THE COLONY, TEXAS RESOLUTION NO. 2024 - ________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER TO ISSUE A PURCHASE ORDER TO F&F CONCRETE FOR THE CONSTRUCTION OF STREETS AND ALLEYWAYS; AND PROVIDING AN EFFECTIVE DATE. NOW,THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS, THAT: Section 1.That the City Council of the City of The Colony, Texas hereby authorizes the City Manager to issue a purchase order to F&F Concrete in the amount of $2,106,245.25 for the construction of streets and alleyways. Section 2. That the City Manager and/or his designee are authorized to issue said purchase order. Section 3.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 15th DAY OF OCTOBER 2024. ____________________________________ Richard Boyer, Mayor City of The Colony, Texas ATTEST: ___________________________________________ Kimberly Thompson, TRMC, Deputy City Secretary APPROVED AS TO FORM: ___________________________________________ Jeffrey L. Moore, City Attorney 225 Agenda Item No:6.1 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: A. Council shall convene into a closed executive session pursuant to Sections 551.072 and 551.087 of the Texas Government Code to deliberate regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and to deliberate the offer of a financial or other incentive to a business prospect(s). Suggested Action: Attachments: 226 Agenda Item No:7.1 CITY COUNCIL Agenda Item Report Meeting Date: October 15, 2024 Submitted by: Kimberly Thompson Submitting Department: City Secretary Item Type: Discussion Agenda Section: Subject: A. Any action as a result of executive session regarding purchase, exchange, lease or value of real property and commercial or financial information the city has received from a business prospect(s), and the offer of a financial or other incentive to a business prospect(s). Suggested Action: Attachments: 227