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2024-06-04 SPDC PacketCITY OF SOUTHLAKE MEMORANDUM May 31, 2024 TO: Southlake Parks Development Corporation FROM: David Miller, Director of Community Services SUBJECT: Agenda Item Comments for the Southlake Parks Development Corporation Meeting — Tuesday, June 04, 2024 Please note: The meeting will begin at 4:30 p.m. in the Council Chambers. 1. Agenda Item 1. Call To Order 2. Aaenda Item 2A. Consent: ADDroval of the minutes from the April 16. 2024 SPDC meeting — Please make any corrections to the minutes part of the motion for consideration. 3. Agenda Item 3. Public Forum: Public Forum is the public's opportunity to address the SPDC about non -agenda items. During this proceeding, the SPDC will not discuss, consider, or act on any item presented. 4. Aaenda Item 4A. Consider- Consider recommendation of aDDroval of the revised Southlake Parks Development Corporation BVlaws - The action requested is the consideration of approval of the revised Southlake Parks Development Corporation Bylaws to adhere to Ordinance 1228B. Supporting documents are included in your packet. Please contact David Miller with any questions. Agenda Item 4B. Consider- Consider recommendation of approval of an Engineering Services Agreement (ESA) with Kimley-Horn to provide professional services for a feasibility study package for the Southlake Sports Complex in an amount not to exceed $275,000. The action requested is the consideration of approval of an Engineering Services Agreement with Kimley Horn to conduct a feasibility study package for converting SSC into a community park in adherence to the 2035 Parks and Recreation Master Plan. Supporting documents are included in your packet. Please contact David Miller with any questions. City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork Southlake Parks Development Corporation Meeting Date — June 04, 2024 Page 2 of 2 5. Agenda Item 5. Discussion- Sales Tax Report- This item allows for a discussion of the most up-to-date Sales Tax Report. Contact Sharen Jackson with any questions. 6. Aaenda Item 6. Adiournment As always, we appreciate your commitment and service to the City. If you have any questions regarding the agenda or materials, please feel free to contact me at (817) 748-8018. DJM STAFF CONTACT INFORMATION: David Miller, Director of Community Services (817) 748-8018 Fince Espinoza, Deputy Director of Community Services (817) 748- 8925 Sharen Jackson, Chief Financial Officer, (817) 748-8042 City of Southlake Values: Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork CITY OF © SOUTHLAKE SOUTHLAKE PARKS DEVELOPMENT CORPORATION MEETING June 04, 2024 4:30 p.m. LOCATION: Southlake Town Hall City Council Chambers 1400 Main Street, Southlake, Texas REGULAR AGENDA: Call to order 2. Consent A. Approval of the minutes from the April 16, 2024, Southlake Parks Development Corporation meeting. Public Forum (This is the Public's opportunity to address the SPDC about non -agenda items. During this proceeding, the SPDC will not discuss, consider, or act on any item presented. We respectfully ask that anyone stepping forward to speak during Public Forum to please limit remarks to 3 minutes.) 4. Consider A. Recommendation of approval of the revised Southlake Parks Development Corporation Bylaws. B. Recommendation of approval of an Engineering Services Agreement (ESA) with Kimley-Horn to provide professional services for a feasibility study package for the Southlake Sports Complex in an amount not to exceed $275,000. 5. Discussion A. Sales Tax Report 6. Adjournment A quorum of the City Council, Board, Commission, or Committee may or may not be present at this meeting. CERTIFICATE I hereby certify that the above agenda was posted on the official bulletin boards at Town Hall, 1400 Main Street, Southlake, Texas, on Friday, May 31, 2024, by &00 p.m. pursuant to Chapter W rflm��,CodeOUTHLy If you plan to attead this pu eetir g aid have a disability that requires special needs, please advise the City Secretary 48�ou% in advanc�)'at a 17.748.8016 reasonable accommodations will be made to assist you. City of Southlake Values. - Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork CITY OF SOUTHLAKE item 2A- Minutes SOUTHLAKE PARKS DEVELOPMENT CORPORATION MEETING MINUTES APRIL 16, 2024 LOCATION: Southlake Town Hall, City Council Chambers, 1400 Main Street, Southlake, Texas SPDC MEMBERS PRESENT: Members Tamara McMillan, Lori Palmer, Magdalena Battles, Kathy Talley, Amy Torres-Lepp, and Randy Williamson. SPDC MEMBERS ABSENT: Ronell Smith STAFF PRESENT: Director of Community Services David Miller, Director of Public Works Rob Cohen, Chief Financial Officer Sharen Jackson, and City Secretary Amy Shelley. REGULAR AGENDA: 1. CALL TO ORDER Southlake Parks Development Corporation President Randy Williamson called the SPDC meeting to order at 4:30 p.m. 2. CONSENT 2A. APPROVAL OF THE MINUTES FROM THE JOINT SOUTHLAKE PARKS DEVELOPMENT CORPORATION AND PARKS BOARD MEETING HELD ON JANUARY 16, 2024. President Williamson presented Item 2A, and there were no questions from the board. APPROVED A motion was made to approve the minutes from the Joint Southlake Parks Development Corporation and Parks Board meeting held on January 16, 2024, as written. Motion: McMillan Second: Torres-Lepp Ayes: Talley, Palmer, Williamson, McMillan, Torres-Lepp, Battles Abstain: None Absent: Smith Approved: 6-0 3. PUBLIC FORUM President Williamson opened the public forum at 4:31 p.m. There being no one wishing to speak, President Williamson closed the public forum at 4:31 p.m. Southlake Parks Development Corporation Meeting Minutes — April 16, 2024 Page 1 of 4 4. CONSIDER 4A. RECOMMENDATION ON APPROVAL TO PURCHASE LANDSCAPE AND IRRIGATION SUPPLIES FROM SITE ONE LANDSCAPE SUPPLY IN AN AMOUNT NOT TO EXCEED $60,000. Director of Community Services David Miller presented Item 4A and answered questions from the Board. APPROVED A motion was made to approve Item 4A, purchase landscape and irrigation supplies from Site One Landscape Supply in an amount not to exceed $60,000. Motion: McMillan Second: Torres-Lepp Ayes: Talley, Palmer, Williamson, McMillan, Torres-Lepp, Battles Abstain: None Absent: Smith Approved: 6-0 4B. RECOMMENDATION ON SPDC FUNDING FOR PARKS JANITORIAL SERVICES WITH PURE SERVICE CORPORATION IN AN AMOUNT NOT TO EXCEED $100,000. Director of Community Services David Miller presented Item 413 and answered questions from the Board. APPRnVFn A motion was made to approve Item 4B, SPDC funding for parks janitorial services with Pure Service Corporation in an amount not to exceed $100,000. Motion: McMillan Second: Torres-Lepp Ayes: Talley, Palmer, Williamson, McMillan, Torres-Lepp, Battles Abstain: None Absent: Smith Approved: 6-0 4C. RECOMMENDATION ON APPROVAL OF A PROFESSIONAL SERVICES AGREEMENT (PSA) WITH TSK TO PROVIDE A CONCEPT PLAN FEASIBILITY STUDY FOR THE SOUTHLAKE TOWN HALL PLAZA RENOVATION PROJECT, IN AN AMOUNT NOT TO EXCEED $194,800. Director of Public Works Rob Cohen presented Item 4C and answered questions from the Board about the contractor of choice, scope, cost, and traffic analysis. APPROVED Southlake Parks Development Corporation Meeting Minutes — April 16, 2024 Page 2 of 4 A motion was made to approve Item 4C, approval of a Professional Services Agreement (PSA) with TSK to provide a concept plan feasibility study for the Southlake Town Hall Plaza Renovation Project, in an amount not to exceed $194,800. Motion: McMillan Second: Torres-Lepp Ayes: Talley, Palmer, Williamson, McMillan, Torres-Lepp, Battles Abstain: None Absent: Smith Approved: 6-0 4D. RECOMMENDATION ON APPROVAL OF CONTRACT CHANGE ORDERS WITH GEOSURFACES FOR A TOTAL NOT TO EXCEED AMOUNT OF $12,015,000 FOR WORK REQUIRED TO COMPLETE THE SYNTHETIC TURF, BALLFIELD FENCING AND AMENITIES PROJECT AT BICENTENNIAL PARK AND BOB JONES PARKS. Director of Public Works Rob Cohen presented Item 4D and answered questions from the Board. APPPnVFn A motion was made to approve Item 4D, approval of a contract change orders with Geosurfaces for a total not to exceed amount of $12,015,000 for work required to complete the synthetic turf, ballfield fencing and amenities project at Bicentennial Park and Bob Jones Parks. Motion: McMillan Second: Talley Ayes: Talley, Palmer, Williamson, McMillan, Torres-Lepp, Battles Abstain: None Absent: Smith Approved: 6-0 4E. RECOMMENDATION ON APPROVAL OF AN ENGINEERING SERVICES AGREEMENT WITH BAIRD, HAMPTON & BROWN (BHB) IN AN AMOUNT NOT TO EXCEED $70,000 FOR ENGINEERING SERVICES, STRUCTURAL DESIGN, AND CONSTRUCTION ADMINISTRATION SUPPORT. Director of Public Works Rob Cohen presented Item 4E and answered questions from the Board. APPROVED A motion was made to approve Item 4E, approval of an engineering services agreement with Baird, Hampton & Brown (BHB) in an amount not to exceed $70,000 for engineering services, structural design, and construction administration support. Motion: McMillan Second: Torres-Lepp Southlake Parks Development Corporation Meeting Minutes — April 16, 2024 Page 3 of 4 Ayes: Talley, Palmer, Williamson, McMillan, Torres-Lepp, Battles Abstain: None Absent: Smith Approved: 6-0 5. DISCUSSION 5A. SALES TAX REPORT Chief Financial Officer Sharen Jackson provided an overview of the sales tax report, and no action was required. 6. ADJOURNMENT Meeting was adjourned by President Williamson at 5:10 p.m. MINUTES APPROVED BY SPDC ON THIS, THE 21ST DAY OF MAY 2024. Randy Williamson, President Southlake Parks Development Corporation ATTEST: Amy Shelley, City Secretary Southlake Parks Development Corporation Liaison Southlake Parks Development Corporation Meeting Minutes — April 16, 2024 Page 4 of 4 CITY OF SOUTHLAKE Item 4A- Bylaw Revision MEMORANDUM May 31, 2024 To: Southlake Parks Development Corporation From: David Miller, Director of Community Services Subject: Recommendation of approval of the revised Southlake Parks Development Corporation Bylaws Action Requested: Recommendation of approval of the revised Southlake Parks Development Corporation Bylaws Background Information: The purpose of this item is for the Southlake Parks Development Corporation to consider the revised SPDC Bylaws in order to comply with Ordinance 1228B. Ordinance 1228B was adopted by the City Council on December 19, 2023, to standardize all boards, commissions, and committees in a single section of the Code of Ordinances. The revision of the SPDC bylaws reflects the changes outlined in Ordinance 1228B. The revised bylaws establish the Southlake Parks Development Corporation to administer the City's half -cent sales tax and apply the sales tax toward parks -related capital projects. The corporation shall review the annual operating budget and all proposals for new parks and recreation programs in the City and report their findings and make recommendations to the City Council. The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council. The revised Bylaws mirror the current Bylaws with the following updates to accommodate Ordinance 1228B: • Director's terms on the Corporation are for two (2) years, but a member can be assigned a one (1) year term to match the member's term on the City Council or Parks and Recreation Board. Any director who is a member of the City Council or the Parks and Recreation Board shall cease to be a director at the time that they cease to be a member of the City Council or Parks and Recreation Board. City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork SPDC Meeting Date — June 04, 2024 Page 2of3 • No board member may serve on SPDC for more than three (3) consecutive two (2) year terms. • After completion of their term, a board member may be immediately appointed to serve on a different board. A board member may serve on more than one (1) board, commission, or committee at the same time. Also, a board member may serve on multiple task forces as appointed by City Council • The City Council shall appoint annually the President for the board. • A board member who serves any term as the Chair may be appointed to serve a fourth consecutive two-year term on SPDC. • Excluding the President, a vacancy in the office of any elected officer shall be filled by a vote of the majority of the directors. • The Corporation shall select from among its membership a Vice -President and Secretary. The Treasurer shall be the Chief Financial Officer or Director of Finance for the City. • Unless specifically provided otherwise by state law, ordinance, or City Charter, the board shall elect a Vice President and any other required officers by majority vote at the first available meeting following the appointment of a President by City Council • Members of the board, unless specifically provided otherwise by State law, the City Charter, or the Code of Ordinances, shall serve at the will and pleasure of the City Council, and may be removed from office in accordance with City Charter, State Law or another applicable ordinance. • All board members shall serve in accordance with the provision of the approved Board and Commission Manual. • Within thirty (30) days after the appointment of a new member to the council, or prior to the first time that a new member participates in a meeting, the new member shall complete the orientation and training requirements outlined in the City's Board and Commission Manual. • All members of the SPDC shall serve in accordance with the provisions of the approved Board and Commission Manual. City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork SPDC Meeting Date — June 04, 2024 Page 3of3 • Members not planning to attend a regular meeting or special meeting shall notify the SPDC Staff Liaison or the President of the SPDC by 12:00 PM of the meeting day. • Any member of the SPDC with absences from two (2) consecutive regular meetings, shall be reported to the City Council. The City Council may, at its discretion, remove a SPDC member and appoint a replacement. Financial Considerations: The revision of the SPDC bylaws will have no impact on the City budget. Strategic Link: Approval of the bylaws is linked to the City Council Focus Areas of Performance Management and Service Delivery. The bylaws also address the corporate objectives of achieving strong outcomes through continual evaluation and pursuit of better practices that improve core business operations. Citizen Input/ Board Review: Southlake Parks Development Corporation's consideration and recommendation of the revised SPDC Bylaws on June 04, 2024. Legal Review: NA Alternatives: Approve the bylaws as presented Approve the bylaws with modifications Decision not to approve the bylaws Supporting Documents: • Copy of current SPDC Bylaws • Copy of revised SPDC Bylaws Redlined • Copy of revised SPDC Bylaws Clean • Copy of Ordinance 1228B Recommendation: Recommendation of approval of the revised Southlake Parks Development Corporation Bylaws City of Southlake Values: Integrity 1 Innovation 1 Accountability ♦ Commitment to Excellence ♦ Teamwork Item 4A- Current Bylaws BYLAWS OF SOUTHLAKE PARKS DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. rpose. The Corporation is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of Southlake, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6 Vernon's Texas Civil Statutes, (the "Act"), and other applicable laws, Section 1.2 Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 4B of the Act, and shall have all the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers, Number and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Southlake City Council and, subject to the restrictions imposed by law, by the Articles. of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "City Council") of the City. Each director shall occupy a place (individually, "Place" and collectively, the "Places") as designated herein. Places 1-4 are designated for Councilmember directors and Places 5-7 are designated for the Park Board member director, and two citizen directors. These appointments will be classified as citizen member directors. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Successor directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed from office by the City Council at will. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation as specified in Section 5.1 of these Bylaws. BA1BY1,AWSSSPDCIkb Section 2.3 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, :field, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meeting Act. Article 6252-17, Vernon's Ann. Civ. St., as amended. Section 2.4 Ouorurn. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.5 Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice president shall preside. (c) The president shall be a voting member of the Board. (d) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Any assistant secretary may, at the option of the Board, be employees of the City. Section 2.6 Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority, as approved by resolution of the Board. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 2.7 Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS Section 3.1 Titles and Terms of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary and a treasurer, and such other officers as the Board may from time to time elect or appoint. Initial officers, appointed or elected in January 1994, will serve through May 31, 1995. Thereafter, terms of office shall be one (1) year with the term of office expiring on May 31 of each year. Upon the expiration of the terms each officer shall have the right to be reappointed or reelected. BABYLAWSWDMb (b) All officers shall be subject to removal from office at any time by a vote of a majority of the City Council. (c) A vacancy in the office of any elected officer shall be filled by a vote of a majority of the directors. Section 3.2 Powers and Duties of the President. The president shall be the chief operating executive officer of the Corporation, and subject to the authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. The President shall preside over the meetings of the Corporation. Section 3.3 Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act, in their respective order. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.4 Treasurer. The Treasurer shall be the Chief Fiscal Officer of the Corporation, and shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes, and other obligations in or drawn upon such bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/her duties in such form and amount as the Board or the City Council may require. The Director of Finance of the City of Southlake shall serve as the Treasurer of the Corporation. All check writing authority will follow all applicable City policies concerning authorizations, signatures and disbursements. Section 3.5 Secretary. The secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the. Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.6 Executive Director. The City Manager of the City of Southlake will serve as the Executive Director of the Corporation to provide administrative support services for the corporation, and perform duties as prescribed by Board and City Council. Section 3.7 The president, vice president, and the secretary shall be named from among the members of the Board. The treasurer shall be the Director of Finance for the 8AEIYLAWSISPDCWb 3 City. Any assistant secretary may, at the option of the Board, be employees of the City. The legal counsel shall be the attorney for the City and he%3he'shall designate any other attorney needed by the Corporation. Section 3.8 Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for the actual expenses incurred in the performance of their official duties as officers. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Southlake Parks Development Corporation Plan. (a) It shall be the duty and obligation of the Board to finance and implement the Southlake Parks Development Corporation Plan subject to approval or disapproval by City Council. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the act, including, but not limited to Section 4B. (c) The Board shall periodically submit reports to the City Council as to the status of its activities in carrying out its obligations under this Section. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues from sources set out in Section 4.5 of this article and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records. Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) At the direction of the City Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. (c) The Corporation, or the City if the option of subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year B:WLAWS\SPM\kb 4 by an outside, independent auditing and accounting firm selected by the City Council and approved by the Board. Such an audit shall be at the expense of the Corporation. Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board, with City Council approval, shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the corporation upon the signature of its treasurer and such other persons as the Board designates. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4B of the Act and the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: (i) Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purpose of financing or otherwise providing one or more "Projects," as defined in Section 4B of the Act; (ii) All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4.2 or in contracts meeting the requirements of Section 4.1(d) of this Article. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. RABY1,AWSWDC\kb (b) The Corporation shall have and shall continually designate a registered agent at its office, as required by the Act. Section 5.2 IIscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations.Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. The acceptance of resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5.5 Approval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.6 Services of City Staff and Officers. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be requested through the City Manager's Office. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Section 5.7 Indemnification of Directors. Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. The attorney for the Corporation is authorized to provide a defense for members of the Board, Officers, and employees of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: 8ABYLAWS6S =kb L (1) . the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board Section 6.2 Amendments to Articles of Incorporation and Bylaws. T h e Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. UABYLAWMSPDC\kb / Item 4A- Revised Bylaws- Redlined BYLAWS OF SOUTHLAKE PARKS DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corporation is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of Southlake, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6 Vernon's Texas Civil Statutes, (the "Act"), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 4B of the Act, and shall have all the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE H BOARD OF DIRECTORS Section 2.1 Powers. Number. and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Southlake City Council and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "City Council") of the City. Each director shall occupy a place (individually, "Place" and collectively, the "Places") as designated herein. Places 1-4 are designated for Councilmember directors and Places 5-7 are designated for the Park Board member director, and two citizen directors. These appointments will be classified as citizen member directors. Appointments of members to the Corporation by the City Council are on an as needed basis. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Successor directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed from office by the City Council at will, ,. Formatted: Not Expanded by /Condensed by (e) Director's terms on the Corporation are for two (2) years, but a member can be assigned a one (1) year term to match the member's term on the City Council or Parks and Recreation Board. Anv director who is a member of the Citv Council or the Parks and Recreation Board shall cease to be a director at the time that they cease to be a member of the City Council or Parks and Recreation Board. Formatted: Not Expanded by / Condensed by (fl No board member may serve on the same board for more than three (3) consecutive two (2)- Formatted: Normal, No bullets or numbering year terms, Formatted: Not Expanded by / Condensed by O After completion of their term, a board member may be immediately appointed to serve on a different board. A board member may serve on eremore than one (1) board, commission, or committee at the same time. Also, a board member may serve on multiple task forces as appointed by City Council. Formatted: Not Expanded by / Condensed by (h) Within 30 days after the appointment of a new member to the board, or prior to the first time that a new member participates in a meeting, the new member shall complete the orientation and training requirements outlined in the City's Board and Commission Manual, Formatted: Not Expanded by / Condensed by (d)(i) All member of the board shall serve in accordance with the provisions of the approved Board and Commission Manual. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation as specified in Section 5.1 of these Bylaws. (a) Members not planning to attend a regular meeting or special meeting shall notify the staff liaison or the President of the board by 12:00 pm (noon) of the meeting day. b) Anv member of the board with absences from two (2) consecutive regular meetings, shall be reported to the Citv Council. The Citv Council may. at its discretion, remove a board. commission, or committee member and appoint a replacement. Section 2.3 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meeting Act. Article 6252- 17, Vernon's Ann. Civ. St., as amended. Section 2.4 Ouorum, A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.5 Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be Formatted: List Paragraph, Left, Right: 0.16", Space Before: 14.15 pt, Line spacing: Multiple 0.96 li, Numbered + Level: 1 + Numbering Style: a, b, c, ... + Start at: 1 + Alignment: Left + Aligned at: 0" + Indent at: 0.51 ", Tab stops: 1.1 ", Left considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. hi the absence of the president, the vice president shall preside. (c) The president shall be a voting member of the Board. (d) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Any assistant secretary may, at the option of the Board, be employees of the City. Section 2.6 Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority, as approved by resolution of the Board. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 2.7 Compensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS Section 3.1 Titles and Terms of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary, -and --a treasurer, and such other officers as the Board may from time to time elect or appoint. Initial officers, appointed or elected in January 1994, will serve through May 31, 1995. Terns of office shall be one (1) e�pon the expiration of the terms, each officer shall have the right to be reappointed or reelected. Thereafter, to.....s of o ffiee ..hall be one (1) yea eaeh offieer shall have the right to be reappoiR4ed or reeleeted.- (b) Unless otherwise provided by state law of the City Charter, in making appointments, the City Council will appoint annually the President for the board. (c) A board member who serves any term as the President, may be appointed to serve a fourth consecutive two-year tern on the same board, - Formatted: Font: 12 pt (a) Excluding the President, a vacancy in the office of any elected officer shall be filled by a vote of the majority of the directors. (d) The Corporation shall select from among its membership a Vice -President and Secretary. 3 The Treasurer shall be the Chief Financial Officer or Director of Finance for the City. e) Unless specifically provided otherwise by state law, ordinance, or City Charter, the board shall elect a Vice -President and any other required officers by majority vote at the first available meetine followine the annointment of a President by City Council. —' l Formatted: Font: 12 pt the City Getinei . Members of the board, unless specifically provided otherwise by State law, the City Charter, or the Code of Ordinances, shall serve at the will and pleasure of the City Council, and may be removed from office in accordance with City Chater, State Law or another applicable ordinance. (-e)f�A vacancy in the office of any elected officer shall be filled by a vote of a majority of the directors. Section 3.2 Powers and Duties of the President. The president shall be the chief operating executive officer of the Corporation, and subject to the authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments �n the name of the Corporation. The President shall preside Formatted: Font: Not Bold over the meetings of the Corporation. Section 3.3 Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act, in their respective order. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.4 Treasurer, The Treasurer shall be the Chief Fiscal Officer of the Corporation, and shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes, and other obligations in or drawn upon such bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/her duties in such form and amount as the Board or the City Council may require. The Director of Finance of the City of Southlake shall serve as the Treasurer of the Corporation. All check writing authority will follow all applicable City policies concerning authorizations, signatures and disbursements. Section 3.5 Secretary, The secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the. Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the 4 corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. Section 3.6 Executive Director. The City Manager of the City of Southlake will serve as the Executive Director of the Corporation to provide administrative support services for the corporation, and perform duties as prescribed by Board and City Council. Section 3.7 The president, vice president, and the secretary shall be named from among the members of the Board. The treasurer shall be the Director of Finance for the -City. Any assistant secretary may, at the option of the Board, be employees of the City. The legal counsel shall be the attorney for the City and he/she shall designate any other attorney needed by the Corporation. Section 3.8 Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for the actual expenses incurred in the performance of their official duties as officers. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Southlake Parks Development Cornoration Plan. (a) It shall be the duty and obligation of the Board to finance and implement the Southlake Parks Development Corporation Plan subject to approval or disapproval by City Council. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the act, including, but not limited to Section 4B. (c) The Board shall periodically submit reports to the City Council as to the status of its activities in carrying out its obligations under this Section. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues from sources set out in Section 4.5 of this article and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books, Records. Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. (b) At the direction of the City Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. (c) The Corporation, or the City if the option of subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council and approved by the Board. Such an audit shall be at the expense of the Corporation Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board, with City Council approval, shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the corporation upon the signature of its treasurer and such other persons as the Board designates. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4B of the Act and the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: i. Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purpose of financing or otherwise providing one or more "Projects," as defined in Section 4B of the Act; ii. All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4. 2 or in contracts meeting the requirements of Section 4.1(d) of this Article. Section 4.6 Issuance of Obligations. M No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. ARTICLE V MISCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continually designate a registered agent at its office, as required by the Act. Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. The acceptance of resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5.5 ADnroval or Advice and Consent of the City Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.6 Services of City Staff and Officers. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be requested through the City Manager's Office. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Section 5.7 Indemnification of Directors. Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. 7 (b) The Corporation shall indemnify each and every member of the Board, its Officers and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise out of the functions and activities of the Corporation. The attorney for the Corporation is authorized to provide a defense for members of the Board, Officers, and employees of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1). the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board Section 6.2 Amendments to Articles of Incorporation and Bylaws The Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. Item 4A- Revised Bylaws- Clean BYLAWS OF SOUTHLAKE PARKS DEVELOPMENT CORPORATION ARTICLE I PURPOSE AND POWERS Section 1.1 Purpose. The Corporation is incorporated for the purposes set forth in Article Four of its Articles of Incorporation, the same to be accomplished on behalf of the City of Southlake, Texas (the "City") as its duly constituted authority and instrumentality in accordance with the Development Corporation Act of 1979, Article 5190.6 Vernon's Texas Civil Statutes, (the "Act"), and other applicable laws. Section 1.2 Powers. In the fulfillment of its corporate purpose, the Corporation shall be governed by Section 4B of the Act, and shall have all the powers set forth and conferred in its Articles of Incorporation, in the Act, and in other applicable law, subject to the limitations prescribed therein and herein and to the provisions thereof and hereof. ARTICLE II BOARD OF DIRECTORS Section 2.1 Powers. Number, and Term of Office. (a) The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the Southlake City Council and, subject to the restrictions imposed by law, by the Articles of Incorporation, and by these Bylaws, the Board shall exercise all of the powers of the Corporation. (b) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the "City Council") of the City. Each director shall occupy a place (individually, "Place" and collectively, the "Places") as designated herein. Places 1-4 are designated for Councilmember directors and Places 5-7 are designated for the Park Board member director, and two citizen directors. These appointments will be classified as citizen member directors. Appointments of members to the Corporation by the City Council are on an as needed basis. (c) The directors constituting the first Board shall be those directors named in the Articles of Incorporation. Successor directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (d) Any director may be removed from office by the City Council at will. (e) Director's terms on the Corporation are for two (2) years, but a member can be assigned a one (1) year term to match the member's term on the City Council or Parks and Recreation Board. Any director who is a member of the City Council or the Parks and Recreation Board shall cease to be a director at the time that they cease to be a member of the City Council or Parks and Recreation Board. (f) No board member may serve on the same board for more than three (3) consecutive two (2)- year terms. (g) After completion of their term, a board member may be immediately appointed to serve on a different board. A board member may serve on more than one (1) board, commission, or committee at the same time. Also, a board member may serve on multiple task forces as appointed by City Council (h) Within 30 days after the appointment of a new member to the board, or prior to the first time that a new member participates in a meeting, the new member shall complete the orientation and training requirements outlined in the City's Board and Commission Manual. (i) All member of the board shall serve in accordance with the provisions of the approved Board and Commission Manual. Section 2.2 Meetings of Directors. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine; provided, however, in the absence of any such determination by the Board, the meetings shall be held at the principal office of the Corporation as specified in Section 5.1 of these Bylaws. (a) Members not planning to attend a regular meeting or special meeting shall notify the staff liaison or the President of the board by 12:00 pm (noon) of the meeting day. (b) Any member of the board with absences from two (2) consecutive regular meetings, shall be reported to the City Council. The City Council may, at its discretion, remove a board, commission, or committee member and appoint a replacement. Section 2.3 Open Meetings Act. All meetings and deliberations of the Board shall be called, convened, held, and conducted, and notice shall be given to the public, in accordance with the Texas Open Meeting Act. Article 6252- 17, Vernon's Ann. Civ. St., as amended. Section 2.4 Ouorum. A majority of the entire membership of the Board shall constitute a quorum to conduct official business of the Corporation. The act of a majority of the directors present at a meeting at which a quorum is in attendance shall constitute the act of the Board and of the Corporation, unless the act of a greater number is required by law. Section 2.5 Conduct of Business. (a) At the meetings of the Board, matters pertaining to the business of the Corporation shall be 2 considered in accordance with rules of procedure as from time to time prescribed by the Board. (b) At all meetings of the Board, the president shall preside. In the absence of the president, the vice president shall preside. (c) The president shall be a voting member of the Board. (d) The secretary of the Corporation shall act as secretary of all meetings of the Board, but in the absence of the secretary, the presiding officer may appoint any person to act as secretary of the meeting. Any assistant secretary may, at the option of the Board, be employees of the City. Section 2.6 Committees of the Board. The Board may designate two (2) or more directors to constitute an official committee of the Board to exercise such authority, as approved by resolution of the Board. It is provided, however, that all final, official actions of the Corporation may be exercised only by the Board. Each committee so designated shall keep regular minutes of the transactions of its meetings and shall cause such minutes to be recorded in books kept for that purpose in the principal office of the Corporation. Section 2.7 Combensation of Directors. Directors shall not receive any salary or compensation for their services as directors. However, they shall be reimbursed for their actual expenses incurred in the performance of their official duties as directors. ARTICLE III OFFICERS Section 3.1 Titles and Terms of Office. (a) The officers of the Corporation shall be a president, a vice president, a secretary, a treasurer, and such other officers as the Board may from time to time elect or appoint. Initial officers, appointed or elected in January 1994, will serve through May 31, 1995. Terms of office shall be one (1) year. Upon the expiration of the terms, each officer shall have the right to be reappointed or reelected. (b) Unless otherwise provided by state law of the City Charter, in making appointments, the City Council will appoint annually the President for the board. (c) A board member who serves any term as the President, may be appointed to serve a fourth consecutive two-year term on the same board. (d) Excluding the President, a vacancy in the office of any elected officer shall be filled by a vote of the majority of the directors.The Corporation shall select from among its membership a Vice -President and Secretary. The Treasurer shall be the Chief Financial Officer or Director of Finance for the City. (e) Unless specifically provided otherwise by state law, ordinance, or City Charter, the board C shall elect a Vice -President and any other required officers by majority vote at the first available meeting following the appointment of a President by City Council. (f) Members of the board, unless specifically provided otherwise by State law, the City Charter, or the Code of Ordinances, shall serve at the will and pleasure of the City Council, and may be removed from office in accordance with City Chater, State Law or another applicable ordinance.A vacancy in the office of any elected officer shall be filled by a vote of a majority of the directors. Section 3.2 Powers and Duties of the President. The president shall be the chief operating executive officer of the Corporation, and subject to the authority of the Board, the president shall be in general charge of the properties and affairs of the Corporation, and execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments in the name of the Corporation. The President shall preside over the meetings of the Corporation. Section 3.3 Vice President. The vice president shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the president during that officer's absence or inability to act, in their respective order. Any action taken by the vice president in the performance of the duties of the president shall be conclusive evidence of the absence or inability to act of the president at the time such action was taken. Section 3.4 Treasurer, The Treasurer shall be the Chief Fiscal Officer of the Corporation, and shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with these bylaws. When necessary or proper, the treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes, and other obligations in or drawn upon such bank, banks or depositories as shall be designated by the Board consistent with these bylaws. The treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/her duties in such form and amount as the Board or the City Council may require. The Director of Finance of the City of Southlake shall serve as the Treasurer of the Corporation. All check writing authority will follow all applicable City policies concerning authorizations, signatures and disbursements. Section 3.5 Secretary. The secretary shall keep the minutes of all meetings of the Board and books provided for that purpose, shall give and serve all notices, may sign with the president in the name of the. Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes and other instruments of the Corporation, shall have charge of the corporate books, records, documents and instruments, except the books of account and financial records and securities, and such other books and papers as the Board may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours, and shall in general perform all duties incident to the office of secretary subject to the control of the Board. 0 Section 3.6 Executive Director. The City Manager of the City of Southlake will serve as the Executive Director of the Corporation to provide administrative support services for the corporation, and perform duties as prescribed by Board and City Council. Section 3.7 The president, vice president, and the secretary shall be named from among the members of the Board. The treasurer shall be the Director of Finance for the City. Any assistant secretary may, at the option of the Board, be employees of the City. The legal counsel shall be the attorney for the City and he/she shall designate any other attorney needed by the Corporation. Section 3.8 Compensation. Officers who are members of the Board shall not receive any salary or compensation for their services, except that they shall be reimbursed for the actual expenses incurred in the performance of their official duties as officers. ARTICLE IV FUNCTIONAL CORPORATE DUTIES AND REQUIREMENTS Section 4.1 Southlake Parks Development Corporation Plan. (a) It shall be the duty and obligation of the Board to finance and implement the Southlake Parks Development Corporation Plan subject to approval or disapproval by City Council. (b) In carrying out its obligations under subsection (a), the Corporation shall be authorized to exercise all rights and powers granted under the act, including, but not limited to Section 4B. (c) The Board shall periodically submit reports to the City Council as to the status of its activities in carrying out its obligations under this Section. (d) Any and all agreements between the Corporation and other parties shall be authorized, executed, approved, and delivered in accordance with applicable law. Section 4.2 Annual Corporate Budget. Prior to the commencement of each fiscal year of the Corporation, the Board shall adopt a proposed budget of expected revenues from sources set out in Section 4.5 of this article and proposed expenditures for the next ensuing fiscal year. The budget shall contain such classifications and shall be in such form as may be prescribed from time to time by the City Council. The budget shall not be effective until the same has been approved by the City Council. Section 4.3 Books. Records. Audits. (a) The Corporation shall keep and properly maintain, in accordance with generally accepted accounting principles, complete books, records, accounts, and financial statements pertaining to its corporate funds, activities, and affairs. 61 (b) At the direction of the City Council, the books, records, accounts, and financial statements of the Corporation may be maintained for the Corporation by the accountants, staff and personnel of the City. (c) The Corporation, or the City if the option of subsection (b) is selected, shall cause its books, records, accounts, and financial statements to be audited at least once each fiscal year by an outside, independent auditing and accounting firm selected by the City Council and approved by the Board. Such an audit shall be at the expense of the Corporation Section 4.4 Deposit and Investment of Corporation Funds. (a) All proceeds from loans or from the issuance of bonds, notes, or other debt instruments ("Obligations") issued by the Corporation shall be deposited and invested as provided in the resolution, order, indenture, or other documents authorizing or relating to their execution or issuance. (b) Subject to the requirements of contracts, loan agreements, indentures or other agreements securing Obligations, all other monies of the corporation, if any, shall be deposited, secured, and/or invested in the manner provided for the deposit, security, and/or investment of the public funds of the City. The Board, with City Council approval, shall designate the accounts and depositories to be created and designated for such purposes, and the methods of withdrawal of funds therefrom for use by and for the purposes of the corporation upon the signature of its treasurer and such other persons as the Board designates. The accounts, reconciliation, and investment of such funds and accounts shall be performed by the Department of Finance of the City. Section 4.5 Expenditure of Corporate Money. The sales and use taxes collected pursuant to Section 4B of the Act and the proceeds from the investment of funds of the Corporation, the proceeds from the sale of property, and the proceeds derived from the sale of Obligations, may be expended by the Corporation for any of the purposes authorized by the Act, subject to the following limitations: i. Expenditures that may be made from a fund created with the proceeds of Obligations, and expenditures of monies derived from sources other than the proceeds of Obligations may be used for the purpose of financing or otherwise providing one or more "Projects," as defined in Section 4B of the Act; ii. All other proposed expenditures shall be made in accordance with and shall be set forth in the annual budget required by Section 4. 2 or in contracts meeting the requirements of Section 4.1(d) of this Article. Section 4.6 Issuance of Obligations. No Obligations, including refunding Obligations, shall be authorized or sold and delivered by the Corporation unless the City Council approves such Obligations by action taken prior to the date of sale of the obligations. 5 ARTICLE V NUSCELLANEOUS PROVISIONS Section 5.1 Principal Office. (a) The principal office and the registered office of the Corporation shall be the registered office of the Corporation specified in the Articles of Incorporation. (b) The Corporation shall have and shall continually designate a registered agent at its office, as required by the Act. , • Section 5.2 Fiscal Year. The fiscal year of the Corporation shall be the same as the fiscal year of the City. Section 5.3 Seal. The seal of the Corporation shall be determined by the Board. Section 5.4 Resignations. Any director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or, if no time is specified, at the time of its receipt by the president or secretary. The acceptance of resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Section 5.5 Aburoval or Advice and Consent of the Citv Council. To the extent that these bylaws refer to any approval by the City or refer to advice and consent by the Council, such advice and consent shall be evidenced by a certified copy of a resolution, order or motion duly adopted by the City Council. Section 5.6 Services of Citv Staff and Officers. Subject to the authority of the City Manager under the Charter of the City, the Corporation shall utilize the services and the staff employees of the City. All requests for staff time or inquiries of staff will be requested through the City Manager's Office. The Corporation shall pay reasonable compensation to the City for such services, and the performance of such services shall not materially interfere with the other duties of such personnel of the City. Section 5.7 Indemnification of Directors. Officers and Employees. (a) As provided in the Act, the Corporation is, for the purposes of the Texas Tort Claims Act (Subchapter A, Chapter 101, Texas Civil Practices and Remedies Code), a governmental unit and its actions are governmental functions. (b) The Corporation shall indemnify each and every member of the Board, its Officers and its employees and each member of the City Council and each employee of the City, to the fullest extent permitted by law, against any and all liability or expense, including attorneys fees, incurred by any of such persons by reason of any actions or omissions that may arise %I out of the functions and activities of the Corporation. The attorney for the Corporation is authorized to provide a defense for members of the Board, Officers, and employees of the Corporation. ARTICLE VI EFFECTIVE DATE, AMENDMENTS Section 6.1 Effective Date. These bylaws shall become effective upon the occurrence of the following events: (1). the approval of these bylaws by the City Council; and (2) the adoption of the bylaws by the Board Section 6.2 Amendments to Articles of Incorporation and Bylaws The Articles of Incorporation of the Corporation and these bylaws may be amended only in the manner provided in the Articles of Incorporation and the Act. E.i Item 4A- Ordinance 1228B ORDINANCE NO. 1228B AN ORDINANCE AMENDING ARTICLE V, "BOARDS, COMMISSIONS AND COMMITTEES," OF CHAPTER 2, "ADMINISTRATION;" AMENDING ARTICLE XII, "BUILDING BOARD OF APPEALS," OF CHAPTER 4.5, "BUILDINGS AND BUILDING REGULATIONS;" ARTICLE III, "BOARDS," AND ARTICLE IV, "PARKS DEVELOPMENT CORPORATION," OF CHAPTER 12, "PARKS AND RECREATION," OF THE SOUTHLAKE CODE OF ORDINANCES TO UPDATE PROVISONS AND LOCATE PROVISIONS FOR ALL CITY BOARDS, COMMISSIONS, OR COMMITTEES IN CHAPTER 2, ARTICLE 5 OF THE CODE OF ORDINANCES AND TO PROVIDE CONSISTENCY IN THE GOVERNING PROVISIONS FOR BOARDS, COMMISSIONS, AND COMMITTEES; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION AS REQUIRED BY LAW; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas ("City") is a home rule city acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Local Government Code; and WHEREAS, the City Council of the City has previously enacted ordinances creating various boards, commissions, and committees; and WHEREAS, these boards, commissions, and committees advise the City Council on matters related to City policies, planning and programming, and/or fulfill statutory responsibilities of the City; and WHEREAS, the City Council has previously enacted an ordinance regulating the operation of the boards, commissions, and committees by establishing term limits and procedures for appointing the chair of all boards, commissions, and committees; and WHEREAS, the City Council now deems it advisable and necessary to update and the ordinances for individual boards, commissions, and committees for consistency with that ordinance. WHEREAS, previously adopted board, commission or committee ordinances or resolutions, except for the Airport Compatible Land Use Ordinance No. 479 and the Southlake Zoning Ordinance 480, as amended shall be repealed with the adoption of this ordinance. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, THAT Section 1. Article V "Boards, Commissions and Committees," of Chapter 2, "Administration," is hereby amended to read as follows: 1 Board, Commission, and Committee Ordinance — 11.9.23 "DIVISION 1. — GENERALLY Sec. 2-152. — Terms and conditions of office. (a) City Council shall appoint all members to each board, commission, or committee per the provisions in Sec. 2-152(b) unless appointments are specifically specified in the provisions provided for that board, commission, or committee. (b) Each member bf a city board, commission, or committee appointed after May 19, 2020, unless otherwise provided by subsection (e) hereof or state law, the City Charter, or the Code of Ordinances, shall serve for a term of office to commence upon the date of appointment by the City Council and to continue for a term of two (2) years, and until the board, commission or committee member's successor is appointed and qualified. A simple majority of the board, commission, or committee members (not including alternate members) shall be appointed in the odd years and the remaining members in even years. Boards, commissions, or committees with an even number of members will appoint 50% of the members in an odd year and 50% of the members in an even year. Alternate member appointments occur in accordance with the applicable general sections and subsections for that specific board, commission, or committee and will serve for a term of two (2) years. (1) With the exception of the Planning and Zoning Commission, no board, commission, or committee member may serve on the same board, commission, or committee for more than three (3) consecutive two (2)- year terms. (2) After completion of their term, a board, commission, or committee member may be immediately appointed to serve on a different board, commission, or committee. A board, commission, or committee member may serve on more than one (1) board, commission, or committee at the same time. Also, a board, commission or committee member may serve on multiple task forces as appointed by City Council. (3) Any alternate member of a city board, commission, or committee's term, for the purpose of term limits, does not begin until appointed as a full member of the board, commission, or committee. (c) A board, commission, or committee with member terms of more or less than two (2) years shall be appointed in accordance with the subsection provided for that specific board, commission, or committee. Alternate member(s) or replacement member(s) appointments may occur at any time as required. 2 Board, Commission, and Committee Ordinance — 11.9.23 (d) Unless otherwise provided by state law, the City Charter, or the Code of Ordinances, the City Council shall appoint a member to fill a vacancy on a board, commission, or committee. A member appointed to fill a vacated place on a board, commission, or committee shall serve for the length of the unexpired term and this time does not constitute a full term. The term limit does not begin until appointed as a full member of the board, commission, or committee. Members of any City board, commission, or committee shall serve without compensation and until their successors are appointed. (e) Places on all boards, commissions, or committees, except for the Southlake Youth Action Commission, Metroport Teen Court Board, and Corridor Planning Committee, shall be sequentially numbered and correspond with the number of regular members appointed (e.g., Places 1 — 7). (f) Alternate members assigned to a board, commission, or committee, except for the Southlake Youth Action Commission, will be assigned a corresponding number (e.g., Alternate #1, Alternate #2). Alternate members shall attend all meetings and may participate in discussions related to agenda items or matters, but will not vote on these items or matters. (g) An alternate member in the event of an absence or disqualification of a regular member at a meeting shall act in the place of such member and perform the duties of a regular member, including voting on agenda items or matters. In the absence of one or more regular members, the alternate member assigned with the highest numerical position (e.g., Alternate #1) and who is present shall be seated as a regular member. In the event of the resignation of a regular member, the alternate member assigned with the highest alternate numerical position will act in the place of such member until the City Council has appointed a new regular member for that place for the remainder of the term. (h) Terms for members on the following boards, commissions, or committees shall expire in June on the date on which new appointments are made by the City Council or until a successor is appointed. New terms for board, commission, or committee members will begin on the day following the City Council's appointment unless a commencement date for the term to begin is specifically noted by the City Council during the appointment. • Building Board of Appeals • Capital Improvements Advisory Committee (CIAC) • Parks and Recreation Board • Planning and Zoning Commission • Southlake Parks and Development Corporation • Southlake Youth Action Commission* • Tax Increment Reinvestment Zone Board • Zoning Board of Adjustment Appointments of members to the CIAC by the City Council will only occur if the 3 Board, Commission, and Committee Ordinance — 11.9.23 Planning and Zoning Commission membership does not meet the qualification requirements to serve as the City's CIAC as outlined in Sec. 395.058 of the Texas Local Government Code, as amended. The Planning and Zoning Commission will serve as the City's Sign Board and the CIAC and terms of office for the Sign Board and CIAC members shall coincide with appointment terms for the Planning and Zoning Commission members. The Zoning Board of Adjustment will serve as the City's Tree Board and Airport Zoning Board of Adjustment and terms of office for the Tree Board and Airport Zoning Board of Adjustment members shall coincide with appointment terms for the Zoning Board of Adjustment members. Terms for the Corridor Planning Committee members coincide with the members' corresponding City Council or board, commission, or committee appointments. *City Council does not appoint members to the Southlake Youth Action Commission (SYAC); however, the term for members of SYAC will expire in June at such time the City Council makes appointments for the other boards, commissions, and committees listed in this section. (i) Terms for members of the following boards, commissions, or committees shall expire in October on the date on which appointments are made by the City Council or until a successor is appointed. New terms for board, commission, and committee members will begin on the day following the City Council's appointment unless a commencement date for the term to begin is specifically noted by the City Council during the appointment. • Alliance for Community Engagement Committee • Library Board • Metroport Teen Court Board • Southlake Arts Council • Senior Advisory Committee Q) Terms for members of the following board, commission, or committee members shall expire on the specific date listed. • Community Enhancement Development Corporation (September 30tn) • Crime Control and Prevention District (September 1st) (k) Within 30 days after the appointment of a new member to any board, commission, or committee, or prior to the first time that a new member participates in a meeting (except for the Southlake Youth Action Commission members), the new member shall complete the orientation and training requirements outlined in the City's Board and Commission Manual. (1) All members of all boards, commissions, or committees shall serve in accordance with the provisions of the approved Board and Commission Manual. 4 Board, Commission, and Committee Ordinance — 11.9.23 (m) All notices, meetings, and deliberations of a board, commission, or committee shall be called, convened, held, and conducted in accordance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. (n) Minutes of each board, commission, or committee meeting shall be filed with the City Secretary. (o) Conflict of interest. Any board, commission, or committee member having a conflict of interest on an agenda item, as provided for in the Code of Ordinances or Texas Local Government Code, shall disclose the conflict of interest as required by the City Code of Ethics, and shall not participate or be eligible to vote on the item, unless permitted by Section 2-265(b) of the Code of Ordinances, as amended. (p) A staff liaison shall be designated by the City Manager to work with each City board, commission, or committee in accordance with Board and Commission Manual. The staff liaison will be responsible for posting a public notice in accordance with the Texas Government Code, preparing and distributing reports and reference meetings, ensuring the meetings and deliberations are conducted per State law and established bylaws, and following up on actions or directions. (q) Members not planning to attend a regular meeting or special meeting shall notify the staff liaison or the Chair of the board, commission, or committee by 12:00 pm (noon) of the meeting day. Sec. 2.153. — Removal of members/Reporting member absences. (a) Members of boards, commissions, or committees, unless specifically provided otherwise by State law, the City Charter, or the Code of Ordinances, shall serve at the will and pleasure of the City Council, and may be removed from office in accordance with City Charter, State law or another applicable ordinance. (b) Any member or alternate of a board, commission, or committee with absences from two (2) consecutive regular meetings, except for the Southlake Youth Action Commission or the Corridor Planning Committee, shall be reported to the City Council. The City Council may, at its discretion, remove a board, commission, or committee member and appoint a replacement. (c) Removal of a Zoning Board of Adjustment member by the City Council must adhere to the removal procedure outlined in the Texas Local Government Code Section 211.008(b), as amended, which allows City Council to remove a member, for cause, as found by City Council, on a written charge after a public hearing. 5 Board, Commission, and Committee Ordinance — 11.9.23 (d) Any Planning and Zoning Commission member forfeits their office if they fail to attend two (2) consecutive regular meetings of the Commission without being excused by the City Council at a regularly scheduled meeting. Sec. 2. 154. — Appointment of officers. (a) Unless otherwise provided by state law or the City Charter, in making appointments, the City Council will appoint annually the Chair or President for each board, commission, or committee listed in Sec. 2.155(a) - Boards. The City Council shall also name one appointee as the Vice -Chair for the Zoning Board of Adjustment. This provision shall supersede any ordinance or resolution previously adopted by the City pertaining to the listed boards, commissions, and committees. (b) A board, commission, or committee member who serves any term as the Chair may be appointed to serve a fourth consecutive two-year term on the same board, commission, or committee. (c) With the exception of the Zoning Board of Adjustment, unless specifically provided otherwise by state law, ordinance, or City Charter, boards, commissions, or committees shall elect a Vice -Chair and any other required officers (except for the Chair) by majority vote at the first available meeting following the appointment of a Chair by City Council. The Planning and Zoning Commission shall appoint the Chair and Vice Chair, at the same meeting. Also, the appointment of a Vice -Chair or any other officer (except for the Chair) may occur when a vacancy exists. Sec. 2.155. - Boards. (a) The City Council will appoint a Chair to the following boards, commissions, and committees. The City Council shall also name one appointee as the Vice - Chair for the Zoning Board of Adjustment. This provision shall supersede any ordinance or resolution previously adopted by the City pertaining to the listed boards, commissions, and committees. (1) Building Board of Appeals; (2) Capital Improvements Advisory Committee (Appointments only made by City Council for the Capital Improvements Advisory Committee if the Planning and Zoning Commission is not serving as this Committee as permitted by Sec. 395.058 of the Texas Local Government Code); (3) Library Board; (4) Parks and Recreation Board; (5) Alliance for Community Engagement; (6) Senior Advisory Commission; 6 Board, Commission, and Committee Ordinance — 11.9.23 (7) Southlake Arts Council; (8) Southlake Parks Development Corporation (President); (9) Zoning Board of Adjustment (officers and members of the Zoning Board of Adjustment will hold the same position on the Tree Board and the Airport Board of Adjustment as the Zoning Board of Adjustment constitutes these two boards); and (10) Tax Increment Reinvestment Zone Board. (b) The boards, commissions, or committees listed in Sec 2.155(a) shall appoint all other officers other than the Chair in accordance with the subsection provided specifically for appointments for that particular board, commission, or committee. (c) Boards, commissions, or committees listed below in this section shall appoint all officers in accordance with their specific appointment subsection. (1) Planning and Zoning Commission (officers and members will hold the same position on the Sign Board and the Capital Improvements Advisory Committee as the Planning and Zoning Commission constitutes these two boards); (2) Southlake Youth Action Commission; (3) Crime Control and Prevention Board; (4) Metroport Teen Court; (5) Corridor Planning Committee; and (6) Community Enhancement Development Corporation. (d) Specific duties and responsibilities of the boards, commissions, or committees listed in Sec. 2.155 (a) and (c) above are provided in each specific board, commission, or committee subsection in Division 2. The City Council may assign additional responsibilities or duties as needed to any board, commission, or committee in a manner consistent with the State law or City Charter. DIVISION 2. — ALLIANCE FOR COMMUNITY ENGAGEMENT Sec. 2-156. Creation of Alliance for Community Engagement. There is hereby established the Alliance for Community Engagement for the City, hereinafter referred to as the "Committee," created to foster meaningful communication and engagement between the community and the City of Southlake to strengthen municipal transparency, public involvement and collaboration, and to enhance community spirit. Sec. 2-157. Number of members, qualifications, and terms. 7 Board, Commission, and Committee Ordinance — 11.9.23 (a) The Committee shall consist of twelve (12) citizens of the City, who shall be appointed by a majority vote of the City Council for two-year terms. (b) Places on the Committee shall be numbered one (1) through twelve (12). Members appointed to odd -numbered places shall be appointed in odd - numbered years and members appointed to even -numbered places shall be appointed in even -numbered years. Members shall serve until their successors are appointed and without compensation. (c) Members serve at the pleasure of the City Council. (d) Vacancies on the Committee are to be filled by appointment by the City Council for the length of the unexpired term. Sec. 2-158. Meetings and bylaws. (a) The Committee shall select from the members a Vice -Chair and Secretary, for one-year terms, and thereafter until their successor is appointed. Selections shall occur at the first regular meeting following the annual appointment of the chair by the City Council. (b) The Committee shall establish bylaws, which shall be kept on file in the City Secretary's office and shall govern the meetings of the Committee. The Committee shall operate per approved bylaws. The Committee may amend such bylaws, or adopt new bylaws, as the Committee determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Committee's bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual, and shall, at a minimum, encompass the following matters: (1) Regular meetings shall be held, at a minimum, once each quarter. (2) Specify the manner of holding and calling of special meetings. (3) Majority of members shall constitute a quorum. Sec. 2-159. Duties and Responsibilities. The duties and responsibilities of the Committee are advisory in nature. The Committee shall: (a) Provide the City Council with recommendations on methods to improve the City's communication programs that provide the public with balanced and objective information related to City issues and policies. 8 Board, Commission, and Committee Ordinance — 11.9.23 (b) Provide the City Council with recommendations on opportunities to engage with and consult community members on matters of public policy and City services. (c) Serve as a focus group for City Staff to provide recommendations and feedback on communication initiative proposals. (d) Provide the City Council with recommendations on methods to enhance public involvement in the City's decision -making process, City events, and other opportunities designed to enhance the sense of community. (e) Provide the City Council with recommended improvements on the City's use of citizen groups that assist in the decision -making process. (f) Provide the City Council with recommendations to support grassroots neighborhood engagement, community events, and community spirit. (g) Provide the City Council with recommendations to enhance public involvement with information dissemination regarding election propositions, such as bond elections and Charter amendments. (h) Provide the City Council with an annual report on the Committee's accomplishments. (i) Perform such other advisory tasks as are delegated to it by the City Council. Secs. 2-160 — 2. 167. Reserved. DIVISION 3. — SOUTHLAKE YOUTH ACTION COMMISSION Sec. 2-168. — Creation of the Youth Action Commission. The Youth Action Commission ("Commission") is herein created to generate broad -based public awareness of and support for youth. (Ord. No. 610, § I, 6-21-94; Ord. No. 723, § 1, 10-20-98; Ord. No. 969, § 1, 4-6-2010) Sec. 2-169 - Projects for discussion; use by Council. The City Manager or designated staff will assign, and prioritize as necessary, projects for discussion and reporting. The Commission may also generate its own discussion projects. The Mayor and City Council will use the commission as a formal 9 Board, Commission, and Committee Ordinance — 11.9.23 "voice of youth" on various items concerning youth in the City. Activities will also entail service projects throughout the community. (Ord. No. 610, § 11, 6-21-94; Ord. No. 723, § 1, 10-20-98; Ord. No. 969, § 1, 4-6-2010) Sec. 2-170. -Vehicle of youth education on matters of governance. The Commission will serve as a vehicle to familiarize the youth of Southlake with the governance process in municipal government. To this end, key elected or appointed staff of the City will work to educate the Commission members on different facets of municipal government and will make themselves available to answer questions from the Commission on an as -needed basis. The City will host a "Youth in Government Day" for commission members at the end of each school year. (Ord. No. 610, § 111, 6-21-94; Ord. No. 723, § 1, 10-20-98; Ord. No. 969, § 1, 4-6-2010) Sec. 2-171. - Composition; terms. (a) The Commission shall consist of seven (7) students enrolled in ninth (9) through twelfth (12) grade who reside in the City of Southlake or attend Carroll Independent School District (CISD). The Commission may also have an unlimited number of alternate members. Alternates must also be enrolled in ninth (9) through twelfth (12) grade and reside in the City of Southlake or attend CISD. (b) To ensure a broad spectrum of students from the community, students who reside in the City but do not attend school in CISD will be eligible for participation. The City shall publicize all Commission meetings and work with representatives of the schools to ensure youth are aware of the opportunity to participate on the Commission. Efforts will be made to recruit members, paying particular attention to balancing the number of members throughout all grade levels. Interested persons meeting the qualifications for membership shall apply to the commission by submitting an application to the Community Service Department. (c) Members and alternates are appointed to the Commission by the Community Services Director or appointee following the submission of an application to the City at the beginning of each school year as advertised. Members and alternates are appointed for a one-year term. (Ord. No. 610, § IV, 6-21-94; Ord. No. 723, § 1, 10-20-98; Ord. No. 969, § 1, 4-6-2010, Ord. No. 1228A) 10 Board, Commission, and Committee Ordinance— 11.9.23 Sec. 2-172. -Appointment of officers. The officers of the Commission shall be the Chair, Vice -Chair, and Secretary. At the second meeting of the year, the standing members of the Commission shall elect the listed officers by majority vote. The officers shall serve a one-year term, until their successor is elected. (Ord. No. 610, § V, 6-21-94; Ord. No. 723, § 1, 10-20-98; Ord. No. 969, § 1, 4-6-2010) Sec. 2-173. - Meetings. (a) The Commission shall meet at least once each month of the school year (October -May). Meetings shall be held and conducted as indicated in the adopted bylaws of the Commission. (b) Special meetings will be called by the Chair or the Vice -Chair of the Commission at any time after notice has been given to the Commission members. (c) A simple majority of the members shall constitute a quorum. A vote of the simple majority of the quorum shall be required for any action taken by the Commission. (d) The Commission shall operate per approved bylaws. The Commission may amend such bylaws, or adopt new bylaws, as the Commission determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Commission's bylaws shall adhere to state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. (Ord. No. 610, § VI, 6-21-94; Ord. No. 723, § 1, 10-20-98; Ord. No. 969, § 1, 4-6-2010) Sec. 2-174. - Duties of commission. (a) The duties and responsibilities of the Commission are advisory in nature. The Commission shall: (1) Evaluate the current issues affecting youth in the City and bring those issues to the attention of the City Council and other boards, commissions, or committees, as necessary. (2) Participate in community service projects to encourage youth to make a difference in the community through volunteerism. 11 Board, Commission, and Committee Ordinance — 11.9.23 (3) Prepare and submit to the City Council an annual report of youth - related programs and services. (b) The Commission shall not have responsibility or authority over public officials or employees of the City. Secs. 2-175 - 2-180. - Reserved. DIVISION 4. - SENIOR ADVISORY COMMISSION Sec. 2-181. - Creation of the Senior Advisory Commission. There is hereby established the Senior Advisory Commission for the City is referred to in this division as the "Senior Advisory Commission." The Senior Advisory Commission advises the City Council on issues important to Southlake's senior citizen population, including Senior Activity Center programs, policies, and operations. The Senior Advisory Commission is also responsible for preparing and submitting an annual review of senior -related programs, services, and needs to the City Council. (Ord. No. 653, § 1, 1-2-96; Ord. No. 653-A, § 1, 5-5-98; Ord. No. 969, § 1, 4-6-2010, Ord. No. 1228A) Sec. 2-182. — Number, qualifications, and terms. (a) The Senior Advisory Commission shall consist of seven (7) citizens of the City, who must be at least 55 years of age. An exception may be made at the discretion of the City Council to appoint no more than two (2) members under the age of 55 who have either education and/ or experience that is deemed beneficial to the Senior Advisory Commission. (1) Interested residents of the City who meet the above requirements shall submit an application to the City Secretary. (2) The appointment process shall be consistent with the City Council appointment procedure for other boards, commissions, and committees. (b) The City Council shall appoint the members of the Senior Advisory Commission. (c) The City Council shall also appoint two (2) persons to serve as alternate members. Such alternate members shall meet the qualifications for the Senior Advisory Commission. 12 Board, Commission, and Committee Ordinance - 11.9.23 Sec. 2-183. — Senior Advisory Commission meetings and bylaws. (a) At the first regular session following the appointment of new board members by the City Council, the Senior Advisory Commission shall select from the members a Vice -Chair and Secretary for a one (1)-year term and shall serve until their successors are appointed. (b) The Senior Advisory Commission shall adopt bylaws to govern the holding of its meetings that, at a minimum, shall encompass the following: (1) Regular meetings shall be held once per month; (2) Manner of holding and calling special meetings; and (3) Majority of members shall constitute a quorum (4 members present) (c) The Senior Advisory Commission shall operate per approved bylaws. The Senior Advisory Commission may amend such bylaws, or adopt new bylaws, as the Senior Advisory Commission determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Senior Advisory Commission bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. Sec. 2-184. - Duties and responsibilities. The duties and responsibilities of the Senior Advisory Commission shall be to: (1) Act in an advisory capacity to the City Council in all matters pertaining to senior programs and issues, including development of long-range capital improvement programs that impact senior citizens. (2) Recommend changes in policies that impact senior citizens. (3) Annually prepare and submit to City Council a review of senior - related programs, services, and needs. (Ord. No. 653, § 4, 1-2-96; Ord. No. 653-A, § 4, 5-5-98; Ord. No. 969, § 1, 4-6-2010) Secs. 2-185-190. - Reserved. DIVISION 5. — LIBRARY BOARD Sec. 2-191. - Creation of the Library Board. 13 Board, Commission, and Committee Ordinance - 11.9.23 There is hereby established the Library Board for the City, hereinafter referred to as the "Board." The Board is to act as an advisory board to the City Council relating to the nature of library facility planning and programming. (Ord. No. 716, § 1, 10-20-98) Sec. 2-192. — Number of board members and qualifications. (a) The Board shall consist of seven (7) citizens of the City, who shall serve without compensation. (b) The City Council, if it deems it desirable, may appoint ex-officio members to the Board. Such ex-officio members shall be appointed on an annual basis and the term of such ex-officio members shall be one (1) year from the date of appointment. Such ex-officio members shall have no voting authority. Sec. 2-193. — Board meetings and bylaws. (a) The Board shall select from the members a Vice -Chair who shall serve for a one-year term and until their successor is elected. (b) The Board shall adopt bylaws to govern the holding of its meetings, which, at a minimum, shall encompass the following: (1) Manner of holding and calling of regular meetings; (2) Manner of holding and calling of special meetings; (3) A minimum of four (4) members of the Board must be present to constitute a meeting quorum. (c) The Board shall operate per approved bylaws. The Board may amend such bylaws, or adopt new bylaws, as the Board determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Board's bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. Sec. 2-194. - Board duties and responsibilities. The duties and responsibilities of the Board shall be to: (a) Act in an advisory capacity to the City Council in all matters pertaining to library facility planning and programming, including the development of long-range capital improvement programs. 14 Board, Commission, and Committee Ordinance — 11.9.23 (b) Cooperate with other City boards, commissions, and committees, or other governmental agencies, civic groups, and all citizens of the City in the advancement of sound library planning and programming. (c) Recommend policies for library services. (d) Recommend the adoption of standards for public library facilities and their financial support. (e) Receive requests for public funding for educational purposes of any public or private person, persons, associations, or business entities, and forward such requests with a recommendation to the City Council. (f) Review the annual operating budget and capital improvement requests relating to library programs prior to submission by the City Manager to the City Council and submit a recommendation on the budget and capital improvement request. (Ord. No. 716, § 4, 10-20-98) DIVISION 6. — SOUTHLAKE ARTS COUNCIL Sec. 2-195. — Creation of the Southlake Arts Council. There is established an advisory board to be known as the Southlake Arts Council (hereinafter referred to as the "Arts Council"). The Arts Council advises the City Council on all matters related to public art in Southlake. The Arts Council seeks to align all public art initiatives in Southlake with resident and City Council priorities and heads several arts -related programs throughout the year. (Ord. No. 908, § I, 5-15-07) Sec. 2-196. — Number of members and qualifications; alternate and ex-officio members. (a) The Arts Council shall consist of seven (7) regular members appointed by the City Council. Each member shall be a citizen of the City at all times while serving on the Arts Council. Members shall serve without compensation. (b) In addition to the regular members, the City Council may appoint up to three (3) citizens of the City as alternate members, who shall serve in the absence of one or more regular members. 15 Board, Commission, and Committee Ordinance — 11.9.23 (c) The City Council may also appoint ex-officio members to serve as non -voting advisors to the Arts Council. Such ex-officio members may include but are not limited to the design architect and/or engineer, or the City's project manager. Ex-officio members are not required to be citizens of the City. Sec. 2-197. — Meetings and bylaws. (a) At the meeting following the appointment of new members by the City Council, the Arts Council shall elect from its members a Vice -Chair and secretary to serve a one-year term until the next annual appointment of new Arts Council members. (b) The Arts Council shall adopt bylaws to govern the holding of its meetings, which, at a minimum, shall include the following: (1) Schedule for holding of regular meetings; (2) Manner of holding and calling special meetings; and (3) Majority of members shall constitute a quorum. (c) The Arts Council shall operate per approved bylaws. The Arts Council may amend such bylaws, or adopt new bylaws, as the it determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Arts Council's bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. Sec. 2-198. - Duties and responsibilities. (a) The purpose of the Arts Council is to act as an advisory board to provide input and advice to the City Council on all matters pertaining to public art including visual art and performing art programs and facilities, the incorporation of art into the design of selected City projects, the commissioning of art pieces for public spaces and facilities, and the use of City funds for art projects and facilities. (b) The Arts Council shall make recommendations to the City Council concerning the following matters related to the City's arts policy: (1) Overall policies for implementing the arts policy and public art projects, taking into consideration the policy's purposes and goals and established general criteria, with a focus on the development, promotion, and preservation of aesthetic excellence in City public spaces. 16 Board, Commission, and Committee Ordinance — 11.9.23 (2) Any proposed changes that the Arts Council thinks are necessary to previously established policies in order to maintain consistency of review and implementation. (c) The Arts Council shall make recommendations to the City Council concerning the following matters related to the budget and financing for the arts: (1) Establishment of a public art budget for inclusion in the annual budget of City funds, including a budget for visual art, the performing arts, and capital projects (facilities) related to the arts. (2) Grants for the arts or art facilities that may be available to the City. (d) The Arts Council shall make recommendations to the City Council concerning the following matters regarding public art project management: (1) Appropriate elements to be included in specific proposals for public art projects, including, without limitation, the design, execution, placement, maintenance, and ownership of selected artwork. The Arts Council may employ the public art project guidelines established to assist in this process. (2) Appropriate methods of artist selection for public art projects; public art project proposal review, selection, and oversight; artwork acquisition, display, use, maintenance, storage, and its return, sale or other deaccession, when and if applicable. (3) Elements to be selected for public art projects including design, execution, placement, maintenance, and ownership thereof. (4) Proposals for public art projects; changes, additions, or deletions to such proposals; and recommendations to the City Council on the final acceptance or rejection of such proposals. (5) Community services agreements that the City may make with outside art groups. (e) The Arts Council shall consult with the Department of Community Services and the City Council as appropriate throughout each public art project proposal and implementation process to ensure that the policy is implemented effectively. (f) The Arts Council shall make recommendations to the City Council on the following matters regarding the acceptance and placement of art -related gifts of state and loans or donations for the arts: 17 Board, Commission, and Committee Ordinance — 11.9.23 (1) Acceptance of donations valued over $1,000 or loans of artwork to be placed for more than 60 days. (2) Placement of art -related gifts of state. (g) The Arts Council shall have the authority to accept or reject proposed art donations to the City valued up to $1,000. At the discretion of the Arts Council, proposed art donations valued up to $1,000 may be forwarded to the City Council for a decision concerning whether to accept or reject the proposed donation. (h) The Arts Council shall accept and fund from the budget, if any, provided to the Arts Council by the City Council public arts projects as deemed appropriate by the Arts Council, provided such public arts projects are consistent with this Division and the policies regarding public art established by the City Council. (Ord. No. 908, § I, 5-15-07) DIVISION 7— ZONING BOARD OF ADJUSTMENT Sec. 2-199. — Creation of the Zoning Board of Adjustment. The Zoning Board of Adjustment, hereby called Board of Adjustment is a quasi- judicial board that shall have all powers and duties granted by the Southlake Zoning Ordinance 480, as amended, and by Sections 211.008-211.011, Texas Local Government Code, as amended, and shall be governed by same. Sec. 2-200. — Appointment, Terms, and Proceedings. (a) The Board of Adjustment shall consist of five (5) members and four (4) alternates to be appointed by the City Council. The term of office of said members and alternates shall be two (2) years. Three (3) members and two (2) alternates shall be appointed to serve terms beginning in odd -numbered years and two (2) members and two (2) alternates shall be appointed to serve terms beginning in even -numbered years. In making such appointments, the City Council shall name one (1) appointee as Chair and one (1) as Vice -Chair, In accordance with Zoning Ordinance 480, Section 44.1, as amended. The City Manager shall designate a representative to serve the Board as Secretary. (b) Members and alternates of the Board of Adjustment may be removed from office by the City Council for cause upon written charges and after a public hearing. Vacancies shall be filled by resolution of the City Council for the unexpired term of the member or alternate affected. 18 Board, Commission, and Committee Ordinance — 11.9.23 (c) The Board of Adjustment shall adopt rules (Rules of Procedure) to govern its proceedings provided that such rules are not inconsistent with this Ordinance, Zoning Ordinance 480, as amended (Section 44), the City Charter, or statutes of the State of Texas. (d) Meetings shall be held at the call of the Chair and at such other time as the Board of Adjustment may determine. The Chair, or in his/her absence the Acting Chair, may administer oaths and compel the attendance of witnesses. All meetings shall be open to the public and comply with the Texas Open Meetings Act. (e) All cases to be heard by the Board of Adjustment shall always be heard by a minimum of four (4) members. The Board of Adjustment shall keep minutes of its proceedings, showing the vote of each member upon each question, or if absent or failing to vote, indicating such fact, and shall keep records of its examinations and other official actions, all of which shall be a public record and be immediately filed in the office of the City and maintained by the City Secretary. (f) The Board of Adjustment shall operate per approved Rules of Procedure. Rules of Procedure shall be consistent with state law, City Code of Ordinances, and City Zoning Ordinance. Amendments to these Rules of Procedure may be made by the Board of Adjustment at any meeting upon the affirmative vote of four (4) members, provided any such amendment is proposed at a preceding meeting, recorded in the minutes of such meeting, and placed on the Board of Adjustment agenda. By unanimous consent of five (5) members present, amendments may be adopted at the meeting at which they are introduced, but such amendments shall not become effective until the next regular meeting. DIVISION 8 - AIRPORT ZONING BOARD OF ADJUSTMENT Sec. 2-201 — Creation of the Airport Zoning Board of Adjustment. The Airport Zoning Board was created to hear and decide appeals of decisions of administrative officials, to hear and consider special exceptions, and to hear and consider variances related to the Airport Compatible Land Use Zoning Ordinance No. 479. Sec. 2-202. — Appointment and terms. The Zoning Board of Adjustment of the City of Southlake is hereby designated to serve as the Airport Zoning Board of Adjustment. Terms of office for the Airport Zoning Board shall coincide with appointment terms for the Zoning Board of Adjustment members. The Zoning Board of Adjustment Chair and Vice -Chair shall retain the same positions on the Airport Board. 19 Board, Commission, and Committee Ordinance — 11.9.23 Sec. 2-203. — Duties, Responsibilities and Proceedings: All duties, responsibilities, proceedings, and powers of the Airport Zoning Board of Adjustment shall be prescribed and in accordance with The Airport Compatible Land Use Zoning Ordinance No. 479, as amended. DIVISION 9 - TREE BOARD Sec. 2-204. — Creation of the Tree Board. The Tree Board is created by the City Council to carry out specific duties and responsibilities as set forth in Section 9.5-385 of the City Code of Ordinances (Ordinance 585, as amended). The Zoning Board of Adjustment shall constitute the Tree Board unless the City Council appoints a different Tree Board. Sec. 2-205. — Appointment and terms. The Zoning Board of Adjustment Chair and Vice -Chair shall retain the same positions on the Tree Board. Sec. 2-206. —Duties, Responsibilities and Proceedings: The Board shall adhere to the provisions outlined in Section 9.5-385 of the City Code of Ordinances (Ordinance 585, as amended). DIVISION 10. — PLANNING AND ZONING COMMISSION Sec. 2-207. — Creation of the Planning and Zoning Commission. The Planning and Zoning Commission is to act as an advisory board to the City Council in matters designated by City Charter, Code of Ordinances, and state law. The Commission shall advise the City Council on matters relating to zoning, site plans, plats, master planning, public improvements, civic improvements, and other matters relating to City planning and zoning as directed by the City Council. The Planning and Zoning Commission will also serve as the City's Sign Board and Capital Improvements Advisory Committee. Sec. 2-208. — Appointment and Terms. (a) Per the City Charter, the Planning and Zoning Commission shall consist of seven (7) citizens of the City. The members of the Commission shall be appointed by the City Council for a term of two (2) years. Three (3) members of the Planning and Zoning Commission shall be appointed each odd numbered year. The remaining four (4) members of the Planning and Zoning Commission will be appointed each even numbered year. 20 Board, Commission, and Committee Ordinance — 11.9.23 (b) The Commission shall annually elect a Chair and Vice -Chair from its membership. Members selected as Chair and Vice -Chair of the Planning and Zoning Commission will serve in the same office for the Sign Board and the Capital Improvements Advisory Committee. (c) A majority of the members shall constitute a quorum. (d) The Commission's regular meetings are to be held on the Thursday following the first and third Tuesday, if there are matters to be brought before the Commission and provided that the Thursday does not fall on a city holiday. (e) Planning and Zoning Commission members forfeit their office if they fail to attend two (2) consecutive regular meetings of the Commission without being excused by the Council. Sec. 2-209. — Duties, responsibilities, and proceedings. The duties and responsibilities of the Planning and Zoning Commission shall include the following: (a) Make recommendations to City Council on matters concerning zoning, site plans, public improvements, civic improvements, street changes, the routing of public utilities, and strategic planning. (b) Make recommendations to City Council regarding updates or amendments to the City's Master Plan, which guides growth, development, beautification, and infrastructure for its citizens. The Commission's responsibility for the Master Plan is to have a planning horizon addressing at least ten (10) years in the future. (c) Review and make recommendations to City Council on development of property. (d) Review and make recommendations to City Council on platting of property. (e) Consider and hold public hearings when required on,development and land use and zoning issues. (f) Serve as the City's Sign Board. (g) Serve as the City's Capital Improvements Advisory Committee ("CIAC") when the Commission's membership meets the qualification requirements to serve as the City's CIAC as outlined in Sec. 395.058 of the Texas Local Government Code, as amended. The Planning and Zoning Commission may act as the CIAC if the commission includes at least one representative of the real estate, 21 Board, Commission, and Committee Ordinance— 11.9.23 development, or building industry who is not an employee or official of a political subdivision or governmental entity. If no such representative is a member of the Planning and Zoning Commission, the Commission may still act as the CIAC if at least one such representative is appointed by the political subdivision as an ad hoc voting member of the Planning and Zoning Commission when it acts as the CIAC. DIVISION 11. — SIGN BOARD Sec. 2-210. — Creation of the Sign Board. The Sign Board is created to act as an advisory board to the City Council in matters regarding Sign Ordinance 704, as amended, including making recommendations to City Council on sign variance requests, master sign plan requests, and ordinance amendments. The Planning and Zoning Commission shall serve as the Sign Board. Sec. 2-211. — Members and Terms. The Sign Board shall consist of the (7) citizen members of the Planning and Zoning Commission of the City. Terms of office for the Sign Board members shall coincide with appointment terms for the Planning and Zoning Commission members. The Planning and Zoning Commission Chair and Vice -Chair shall retain the same positions on the Sign Board. Sec. 2-212. — Duties, Responsibilities and Proceedings. (a) The duties and responsibilities of the Sign Board shall be to act in an advisory capacity to the City Council on the following matters: (1) Review and make recommendations on sign variance and master sign plan applications and other duties as applicable to the current Sign Ordinance 704, as amended. (2) Review and make recommendations on amendments to the Sign Ordinance 704, as amended. (3) Perform such other sign -related tasks as are delegated to it by the City Council. (b) The Sign Board meeting is to be held immediately following the regular Planning and Zoning Commission if there are matters to be brought before the board. A majority of the Sign Board (four members) must be present to constitute a quorum. 22 Board, Commission, and Committee Ordinance — 11.9.23 DIVISION 12 — CAPITAL IMPROVEMENTS ADVISORY COMMITTEE Sec. 2-213. — Creation of the Capital Improvements Advisory Committee. The Capital Improvements Advisory Committee (the "CIAC") shall serve in an advisory capacity to the City Council related to impact fee matters. This includes advising and assisting the City Council in adopting a land use assumptions report, reviewing the impact fee Capital Improvements Plan, and filing written comments in accordance with Chapter 395 of the Texas Local Government Code. The CIAC monitors and evaluates the implementation of the Capital Improvements Plan; files semi-annual reports with respect to the progress of the Capital Improvements Plan; reports any perceived inequities in implementing the plan or imposing the impact fee to City Council semi- annually; and advises the City Council of the need to update or revise the land use assumptions, Capital Improvements Plan, or impact fees. Sec. 2-214. — Members and Terms: The Planning and Zoning Commission of the City shall serve as the CIAC when the membership of the Planning and Zoning Commission meets the requirements to serve as the CIAC as outlined in Sec. 395.058 of the Texas Local Government Code, as amended. The terms of Office for the CIAC members shall coincide with appointment terms for the Planning and Zoning Commission members. The Planning and Zoning Commission Chair and Vice -Chair shall retain the same office on the Capital Improvements Advisory Committee. If the Planning and Zoning Commission membership does not meet the requirements to serve as the CIAC as provided in Sec. 395.058, as amended, of the Texas Local Government Code, a CIAC shall be appointed by the City Council. Appointments shall be in accordance with Sec 395.058(b) of the Texas Local Government Code, as amended. Sec. 2-215. — Duties, Responsibilities and Proceedings. The CIAC serves in an advisory capacity to City Council and is established to: (a) Advise and assist in adopting land use assumptions; (b) Review the impact fee Capital Improvements Plan and file written comments; (c) Monitor and evaluate implementation of the impact fee Capital Improvements Plan; (d) File semi-annual reports with the City Council with respect to the progress of the impact fee Capital Improvements Plan and report any perceived inequities in implementing the plan or imposing the impact fee; and 23 Board, Commission, and Committee Ordinance — 11.9.23 (e) Advise of the need to update or revise the land use assumptions, Capital Improvements Plan, and impact fees. (f) Four members of the CIAC must be present to constitute a quorum. The City Council shall adopt procedural rules for the CIAC to follow in carrying out its duties. DIVISION 13- CORRIDOR PLANNING COMMITTEE Sec. 2-216. - Creation of the Corridor Planning Committee. The Corridor Planning Committee's ("Committee") purpose is to meet, as needed, with potential developers or owners of properties on possible development projects, typically prior to the submission of a zoning and/or site plan application to the City, to provide guidance for the development of the property that is consistent with the goals, recommendations, and framework of the adopted Southlake Comprehensive Plan. The committee may also provide input and assistance on zoning, land use, or other development -related matters as assigned by the City Council. The Corridor Planning Committee does not vote on matters that appear on its agenda. Sec. 2-217. - Appointment and terms. (a) The Committee shall be composed of at least four (4) members to be appointed by the City Council. However, the City Council can appoint as many members to the Committee as it desires. (b) The Committee will consist of members from the City Council and other City boards, commissions, and committees. In addition, the City Council may appoint City ex-officio or citizen representatives to the Committee. (c) Terms for Committee members coincide with the members' corresponding City Council or board, commission, or committee appointments. Terms for ex- officio or citizen appointments will be for a two-year period, but there are no term limits associated with their appointment. (d) There are no officers appointed for this Committee. The Chair for a meeting can be any of the appointed members. Sec. 2-218. -Duties, Responsibilities and Proceedings. The Corridor Planning Committee serves in an advisory capacity to City Council and is established to: (a) Meet with potential developers or owners of properties generally located adjacent or near major roadway corridors and/or near established residential areas and by the nature of its location, the property may present planning 24 Board, Commission, and Committee Ordinance - 11.9.23 issues that are either numerous or complex, with the goal to provide the potential developer or owner with clearer direction of a development pattern consistent with the City's Comprehensive Plan. (b) Committee comments and guidance shall be consistent with the City's Comprehensive Plan and should be made following a review of: (1) Background information for the property. (2) Current development constraints and issues; (3) Infrastructure availability; and (4) Resource features to be protected or enhanced. (c) The Committee will produce a report of its discussion to be utilized by the Planning and Zoning Commission and City Council during entitlement (zoning/site plan/specific use permit) consideration. (d) Four (4) members of the Committee must be present to constitute a quorum. DIVISION 14 — METROPORT TEEN COURT Sec. 2-219. — Creation of the Metroport Teen Court Advisory Board. The purpose of the Metroport Teen Court Advisory Board ("Advisory Board") is to advise the city council and their staff on the operation of the Teen Court Program and to assist in the development of community resources for the purposes of advancing the Teen Court Program. Sec. 2-220. — Members and Terms. (a) The Advisory Board consists of three (3) members from each participating city, comprised of one (1) City Council member and two (2) at -large members. Members are appointed to a two-year term unless appointed to fulfill an existing vacancy. A City Council member can be appointed for a one-year term if that member only has one year remaining in their three-year term. (b) Members serve at the will of the City Council and shall continue to serve until their successors are duly appointed and sworn into office. The board elects a chair annually. Sec. 2-221. — Power, Duties, and Responsibilities. The Advisory Board serves an advisory role and makes recommendations to the City Council and City staff on the operation of the Teen Court program and assists in the development of community resources for the purposes of advancing the Teen Court Program. The role and duties of the Advisory Board shall be established by the Municipal 25 Board, Commission, and Committee Ordinance — 11.9.23 Court Judges in the participating cities. A quorum of the Advisory Board will be two thirds of the Advisory Board members and at least one (1) member of each participating city. DIVISION 15- CRIME CONTROL AND PREVENTION DISTRICT Sec. 2-222. — Creation of the Crime Control and Prevention District Board. The Southlake Crime Control and Prevention District (CCPD) was established pursuant to the authority granted by Section 363 of the Texas Local Government Code (the "Act'), following voter approval of a local option sales tax. In accordance with the Act, the Crime Control Prevention District Board of Directors (CCPD Board) is appointed by the City Council and serves at the pleasure of the City Council for the expressed purpose of administering the crime control sales tax. The CCPD works jointly with the City Council to ensure that funds raised through the sales tax are spent on programs and capital purchases that will reduce crime, increase public safety, and maintain a high quality of life in the City. Sec. 2-223. — Appointment and terms. (a) The CCPD is governed by a board of seven (7) directors appointed in the same manner as provided for the selection of temporary directors under Section 363.052 of the Texas Local Government Code, as amended. (b) Board members serve staggered two (2) year terms that expire September 1st: (1) Three (3) directors, Places 1, 2, and 3, shall serve terms that expire on September 1 st of the first year following the creation of the CCPD (odd year); and (2) Four (4) directors, Places 4, 5, 6, and 7, shall serve terms that expire on September 1st of the second year following the creation of the CCPD (even year). (c) A vacancy in the office of director shall be filled for the unexpired term in the same manner that the vacant position was originally filled. (d) A director of the CCPD Board is not liable for civil damages or criminal prosecution for any act performed in good faith in the execution of duties as a board member or for an action taken by the CCPD Board. Sec. 2-224. — Officers. (a) The CCPD Board shall elect from among its members a President and Vice - President. The CCPD Board shall appoint a Secretary. The Secretary need not be a director. The person who performs the duties of auditor for the political subdivision shall serve as Treasurer for the CCPD. The election, terms 26 Board, Commission, and Committee Ordinance — 11.9.23 and filling of officer vacancies shall be governed by Section 363.103 of the Texas Local Government Code, as amended. (b) Each officer of the CCPD Board serves for a one (1) year term. (c) A vacancy in a CCPD Board office shall be filled for the unexpired term by the CCPD Board. Sec. 2-225. — Meetings, Powers, Duties, and Responsibilities. (a) The CCPD Board's powers, duties, and responsibilities are provided in Sec. 363.151 of the Texas Local Government Code, as amended. (b) Four (4) directors must be present to constitute a meeting quorum. (c) A concurrence of a majority of the members of the Board is necessary in matters relating to the business of the CCPD. A two thirds majority vote of the CCPD Board (5 of 7 members) is required to reject any application for funding available under section 363 of the Local Government Code. (d) Meetings shall occur on a quarterly basis, as necessary. DIVISION 16- COMMUNITY ENHANCEMENT DEVELOPMENT CORPORATION Sec. 2- 226. Creation of Community Enhancement Development Corporation. The Community Enhancement Corporation is a "Type A" non-profit corporation established to fund the development of a community entertainment and recreation center and other economic development purposes (the "Corporation"). The Corporation is organized under the Development Corporation Act of 1979, as amended, Title 12, Subtitle C1 of the Texas Local Government Code (the " Act) and is governed by Chapter 504 of the Texas Local Government Code. Sec. 2-227. — Appointment and terms. The Corporation has no members and is a nonstock Corporation. The affairs of the Corporation shall be managed by a board of directors (the Board), which shall be composed of seven (7) persons appointed by the City Council for two (2) year terms of office. Places 1, 3, 5, and 7 shall be appointed in odd numbered years and Places 2, 4, and 6 shall be appointed in even numbered years. Terms begin October 1 st of each year. 27 Board, Commission, and Committee Ordinance— 11.9.23 Sec. 2-228. —Duties and Responsibilities. (a) The purpose of the Corporation is to promote economic development within the City of Southlake, Texas (the "City") and the State of Texas in order to eliminate unemployment and underemployment and to promote and encourage employment and the public welfare of the City by developing, implementing, providing, and financing projects as defined in the Act. Projects may additionally include a community entertainment and recreational center and land, buildings, or improvements that provide new or expanded business enterprises that create or retain primary jobs as authorized by Section 505. 155 of the Act. (b) In the fulfillment of its corporate purpose, the Corporation shall have the power to provide financing to pay the costs of projects through the issuance or execution of bonds, notes, and other forms of debt instruments, and to acquire, maintain, lease, and sell property and interests of property on behalf of and for the benefit of the City to accomplish its public purposes under the Act and within the meaning of the Internal Revenue Code of 1986, as amended, and any applicable federal income tax regulations promulgated thereunder. (c) In fulfillment of its corporate purpose, the Corporation shall have all the powers granted by its Certificate of Formation, the Act, and any other applicable law of the State of Texas. (d) The Corporation shall not exercise the powers of sovereignty of the City, including the power to levy taxes, except for the power to receive and use the sales and use taxes specified in the Act, and except for the power of eminent domain when authorized by the City Council of the City. However, the Corporation shall be deemed a governmental unit and its functions governmental for purposes of the Texas Tort Claims Act, Chapter 101, Texas Civil Practice and Remedies Code. (e) No bonds may be issued by the Corporation and no project may be financed with bond proceeds or other revenue of the Corporation unless the bonds or projects are first approved by the City Council. (f) No bonds, notes, or other debt instruments or obligations, contracts, or agreements of the Corporation shall be deemed to be or constitute the contracts, agreements, bonds, notes, or other debt instruments or the lending of credit or grant of public money or thing of value of, belonging to, or by the State of Texas, the City, or any other governmental entity or a pledge of the faith and credit of any of them. All such obligations shall be payable solely and exclusively from the revenues and funds received by the Corporation from the sources authorized by the Act and any other lawfully available source. 28 Board, Commission, and Committee Ordinance — 11.9.23 Sec. 2- 229. — Board meetings, officers, and bylaws. (a) Regular meetings shall be held from time to time as determined by resolution of the Board or the City Council. The directors may hold their meetings at such place or places in the City as the Board may from time to time determine, provided, however, in the absence of any such determination by the Board, the meeting shall be held at the principal office of the Corporation. (b) A majority of the entire membership of the Corporation, including any vacancies, is a quorum. Each director shall be eligible for reappointment as authorized by Sec. 2.152 — Terms and Conditions of Office of the Corporation's Certificate of Formation. (c) The officers of the Corporation shall be President, Vice -President, Secretary, and Treasurer, and such other officers as the Board may from time to time elect or appoint. One person may hold more than one office, except the President shall not hold the office of Secretary. Officers shall be elected for a one (1) year term, with the right of an officer to be reelected for successive terms. All officers shall be subject to removal from the office at any time by a vote of a majority of the Board. A vacancy in the office of any officer shall be filled by a vote of a majority of the Board. (d) The Corporation shall operate per approved bylaws. The Corporation may amend such bylaws, or adopt new bylaws, as it determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Corporation's bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. "DIVISION 17. — BUILDING BOARD OF APPEALS Sec. 2-230. — Creation of the Building Board of Appeals. The Building Board of Appeals makes building code recommendations to the City Council and makes official decisions regarding the appeals from citizens to reverse decisions made by the City's Building Official regarding the interpretation of building codes. The Building Board of Appeals, referred to in this Division as "the Board," is hereby created to accomplish the purposes and perform functions set forth in this Division. Unless stated otherwise in this Division, the Board shall be organized and governed in accordance with Division 1, "Generally," of Chapter 2, "Administration," of the City Code of Ordinances, as amended. Sec. 2-231. — Appointment and terms. (a) The Board shall be composed of five (5) members to be appointed by the City Council to places numbered one (1) through five (5). 29 Board, Commission, and Committee Ordinance — 11.9.23 (b) The City Council shall appoint two (2) alternate members numbered Alternate 1 and Alternate 2, who shall serve in the absence of one or more regular members. Alternate members must meet the same qualifications as regular board members. -Alternate 1 is appointed in an odd year and Alternate 2 is appointed in an even year. (c) The Board shall select from the members a Vice -Chair for a one (1) year term, and thereafter until their successor is appointed. Newly appointed members shall be installed at the first regular Board meeting after their appointment. Selection of the Vice -Chair shall occur at the first regular meeting following the annual appointment of the Chair by the City Council. (d) The Building Official shall be an ex-officio member of the Board and shall act as Secretary to the Board, but shall have no vote on any matter before the Board. Sec. 2-232. - Qualifications of members. It is the intent of the City Council that the Board members shall, by reason of the diversity of their individual areas of expertise, constitute a board that is broadly representative of various fields of building construction and building standards. In making appointments to the Board, the City Council will consider persons who are qualified by experience and training to pass on matters pertaining to building construction, mechanical design, plumbing systems, or electrical systems, or who have practical experience in matters relating to building construction or value such as a mortgage banker or licensed real estate agent. Members, except for the Building Official, may not be employees of the City. (Ord. No. 622, § 3, 9-6-94) Sec. 2-233. — Organization. The Board shall meet when required to carry out the duties established by this Division. The Board shall adopt its own rules and procedures and shall keep records of its proceedings consistent with the provisions of this Division and the requirements of law. The Board shall keep minutes of its proceedings showing the vote of each member upon each question, or if absent or failing to vote, indicating that fact, and shall keep records of its decisions and other official actions. All minutes shall be filed in the office of the City Secretary and kept as public records. Sec. 2-234. - Duties and powers. The Board is hereby charged with the duty and invested with the authority to: 30 Board, Commission, and Committee Ordinance — 11.9.23 (a) Inspect property and premises at reasonable hours where required in the discharge of its responsibilities under the laws of the State of Texas and the City. (b) Hear and decide appeals of orders, decisions, or determinations made by the Building Official or Fire Marshal when applicable, (GheGk QFd 699) relative to the application and interpretation of the technical provisions of the following Codes adopted by the City: (1) The International Building Code; (2) The International Existing Building Code; (3) The International Energy Conservation Code; (4) The International Fuel Gas Code; (5) The International Mechanical Code; (6) The International Plumbing Code; (7) The International Residential Code; (8) The International Property Maintenance Code; (9) The International Swimming Pool and Spa Code; and (10)The International Fire Code. (c) Enforce the provisions of the substandard and dangerous building ordinance and carry out the functions established in Article IX, "Property Maintenance Code," Chapter 4.5, "Buildings and Building Regulations," of the City's Code of Ordinances, as amended; the International Property Maintenance Code; and Section 214 of the Texas Local Government Code to abate substandard buildings. (d) Hear and decide appeals of orders, decisions, or determinations made by the Director of Public Works to terminate a user's water supply for specified violations of the City's cross connection control policy. (e) The Board shall have no authority relative to the interpretation of the administrative provisions of the Codes listed in subsection (b) of this Section or the ordinance referenced in subsection (c) of this Section, nor may the Board waive requirements of any of the Codes listed in subsection (b) or the ordinance referenced in subsection (c) of this Section. (Ord. No. 622, § 5, 9-6-94; Ord. No. 622-A, § 1, 2, 2-17-98; Ord. No. 622-B, § 1, 5-5-98) Sec. 2-235. - Meetings and quorums. A quorum for the conduct of business shall consist of four (4) members of the Board. Each member is entitled to one (1) vote and action of the Board shall require a majority of those members present. The members shall comply with all time limits and public notice requirements and all meetings of the Board shall be held in compliance with the 31 Board, Commission, and Committee Ordinance — 11.9.23 Texas Open Meetings Act. The Board shall hold, at a minimum, two (2) meetings annually with an organizational meeting held each October. (Ord. No. 622, § 6, 9-6-94) DIVISION 18. — PARK AND RECREATION BOARD. Sec. 2-236. — Creation of the Park and Recreation Board. There is hereby established the Park and Recreation Board for the City, hereinafter referred to in this Division as "the Board." Unless stated otherwise in this Division, the Board shall be organized and governed in accordance with Division 1, "Generally," of Chapter 2, "Administration," of the City Code of Ordinances, as amended. Sec. 2-237. — Number of Board members and qualifications. The Board shall consist of seven (7) citizens of the City who shall be appointed by the City Council. Places on the Board shall be numbered one (1) through seven (7). Sec. 2-238. — Meetings and bylaws. (a) As soon as practicable after the annual appointment of new board members by the City Council, the Board shall select from the members a Vice -Chair and Secretary to serve until their successor is elected. (b) The Board shall adopt bylaws to govern the holding of its meetings, which, at a minimum, shall encompass the following: (1) Regular meetings shall be held on the second Monday of each month; (2) Manner of holding and calling of special meetings; and (3) Majority of members shall constitute a quorum. (c) The Board shall operate per approved bylaws. The Board may amend such bylaws, or adopt new bylaws, as it determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Board's bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. Sec. 2-239. - Duties and responsibilities. The duties and responsibilities of the Board shall be to: 32 Board, Commission, and Committee Ordinance — 11.9.23 (a) Act in an advisory capacity to the City Council in all matters pertaining to Parks and Recreation, including development of long-range capital improvements programs. (b) Cooperate with other City boards, commissions, and committees, or other governmental agencies, civic groups, and all citizens of the City in the advancement of sound park and recreation planning and programming. (c) Recommend policies for recreation services and park improvements. (d) Recommend programs for the development of recreational areas, facilities, and improved recreation services. (e) Recommend the adoption of standards for recreational areas, facilities, and their financial support. (f) Review an annual report of existing park and recreation programs and services. (g) Review the Capital Improvements Program budget of the Department of Community Services, prior to submission to the City Council, and submit a recommendation on the budget. (Ord. No. 646, § 4, 8-15-95; Ord. No. 646-A, § 4, 9-1-98; Ord. No. 646-13, § 4, 6-20-00; Ord. No. 970, § 2, 4-6-2010) Secs. 2-240 2-245 - Reserved. ARTICLE IVDIVISION 19. — SOUTHLAKE PARKS DEVELOPMENT CORPORATION. Sec. 2-246. - Creation of the Southlake Parks and Development Corporation The Southlake Parks Development Corporation is hereby established to administer the City's half -cent sales tax and apply the sales tax toward parks -related capital projects. The Corporation shall review the annual operating budget and all proposals for new parks and recreation programs in the City and report their findings and make recommendations to the City Council. Sec. 2-247. - Definitions. The following words, terms, and phrases, when used in this Division, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: 33 Board, Commission, and Committee Ordinance — 11.9.23 Act means the Development Corporation Act of 1979 (Vernon's Ann. Civ. St. art. 5190.6). Articles means the Articles of Incorporation for the Corporation. Corporation means the Southlake Parks Development Corporation. (Ord. No. 597, 11-16-93) Cross reference— Definitions generally, § 1-2. Sec. 2-248. - Finding and determination of Council. The City Council hereby finds and determines that cooperative action with the Corporation will provide a means of financing needed public improvements within the City, consistent with the Act. (Ord. No. 597, § 2, 11-16-93) Sec. 2-249. -Approval and authorization of Articles of Incorporation. The City Council hereby approves the Articles of Incorporation for the Corporation in substantially the form attached to Ordinance No. 597, as Exhibit A, and authorizes the filing of the articles with the Secretary of State in accordance with the Act. (Ord. No. 597, § 3, 11-16-93) Sec. 2-250. - Corporation to be subject to powers of City Council. The service of the members of the board of directors of the Corporation shall be at all times subject to the powers of the City Council under the articles. (Ord. No. 597, § 4, 11-16-93) Sec. 2-251. - Instrumentality to act on City's behalf under authority of IRS provisions. It is intended that the Corporation be a duly constituted authority and instrumentality of the City, with the power to act on its behalf and to accomplish the public purposes of the City within the meaning of regulations and revenue rulings of the Treasury Department of the Internal Revenue Service of the United States promulgated under Sections 103 and 115 of the Internal Revenue Code of 1986, as amended. (Ord. No. 597, § 5, 11-16-93) Sec. 2-252. — Board of Directors - Powers, Number, and Term of Office. 34 Board, Commission, and Committee Ordinance — 11.9.23 The property and affairs of the Corporation shall be managed and controlled by a Board of Directors (the "Board") under the guidance and direction of the City Council and, subject to the restrictions imposed by law, the Articles of Incorporation, and Bylaws, the Board shall exercise all the powers of the Corporation. (a) The Board shall consist of seven (7) directors, each of whom shall be appointed by the City Council (the " City Council") of the City. Each director shall occupy a place individually, " Place" and collectively, the " Places") as designated herein. Places 1 through 4 are designated for Councilmember directors and Places 5 through 7 are designated for the Park Board member director and two citizen directors. These appointments will be classified as citizen member directors. Appointments of members to the Corporation by the City Council are on an as needed basis. (b) Directors shall have the qualifications, shall be of the classes of directors, and shall be appointed to the terms set forth in the Articles of Incorporation. (c) Director's terms on the Corporation are for two (2) years, but a member can be assigned a one (1) year term to match the member's term on the City Council or Parks and Recreation Board. Any director who is a member of the City Council or the Parks and Recreation Board shall cease to be a director at the time that they cease to be a member of the City Council or Parks and Recreation Board. Sec. 2-253. — Titles of Office. (a) The officers of the Corporation shall be President, Vice -President, Secretary, and Treasurer, and such other officers as the Corporation may from time to time elect or appoint. Terms of office shall be one (1) year. Upon the expiration of the terms, each officer shall have the right to be reappointed or reelected. (b) Excluding the President, a vacancy in the office of any elected officer shall be filled by a vote of a majority of the directors. (c) The Corporation shall select among its membership a Vice -President and Secretary. The Treasurer shall be the Chief Financial Officer or Director of Finance for the City. Sec. 2-254. — Duties of Office. (a) Powers and Duties of the President. The President shall be the chief operating executive officer of the Corporation and, subject to the authority of the Board, the President shall be in general charge of the properties and affairs of the Corporation and shall execute all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments in the name of 35 Board, Commission, and Committee Ordinance — 11.9.23 the Corporation. The President shall preside over the meetings of the Corporation. (b) Vice -President. The Vice -President shall have such powers and duties as may be prescribed by the Board and shall exercise the powers of the President during that officer's absence or inability to act, in their respective order. Any action taken by the Vice -President in the performance of the duties of the President shall be conclusive evidence of the absence or inability to act of the President at the time such action was taken. (c) Treasurer. The Treasurer shall be the Chief Financial Officer of the Corporation and shall have the responsibility to see to the handling, custody, and security of all funds and securities of the Corporation in accordance with the Corporation bylaws. When necessary or proper, the Treasurer may endorse and sign, on behalf of the Corporation, for collection or issuance, checks, notes, and other obligations in or drawn upon such bank, banks, or depositories as shall be designated by the Board consistent with the Corporation bylaws. The Treasurer shall see to the entry in the books of the Corporation full and accurate accounts of all monies received and paid out on account of the Corporation. The Treasurer shall, at the expense of the Corporation, give such bond for the faithful discharge of his/her duties in such form and amount as the Board or the City Council may require. All check - writing authority will follow all applicable City policies concerning authorizations, signatures, and disbursements. (d) Secretary. The Secretary shall keep the minutes of all meetings of the Corporation and books provided for that purpose; shall give and serve all notices; may sign with the President in the name of the Corporation, and/or attest the signature thereto, all contracts, conveyances, franchises, bonds, deeds, assignments, mortgages, notes, and other instruments of the Corporation; shall have charge of the corporate books, records, documents, and instruments, except the books of account and financial records and securities, and such other books and papers as the Corporation may direct, all of which shall at all reasonable times be open to public inspection upon application at the office of the Corporation during business hours; and shall, in general, perform all duties incident to the office of Secretary subject to the control of the Board. (e) Executive Director. The City Manager of the City of Southlake will serve as the Executive Director of the Corporation to provide administrative support services for the Corporation, and perform duties as prescribed by the Board and City Council. (f) The President, Vice -President, and the Secretary shall be named from among the members of the Board. Any Assistant Secretary may, at the option of the 36 Board, Commission, and Committee Ordinance - 11.9.23 Board, be an employee of the City. The legal counsel shall be the attorney for the City and shall designate any other attorney needed by the Corporation. (g) A majority of the directors holding current appointments shall constitute a quorum. DIVISION 20 — SOUTHLAKE TAX INCREMENT REINVESTMENT ZONE NO. 1 BOARD. Sec. 2-255. — Creation of the Southlake Tax Increment Reinvestment Zone No Board. The Tax Increment Reinvestment Zone No. 1 Board (the "Board") oversees the project and implements the financing plan for Southlake's Tax Increment Financing District known as the Tax Increment Reinvestment Zone No. 1, as set forth in the ordinance creating the Zone, Ordinance No. 682, dated, September 23, 1997, and 682- A, dated, December 2, 1997, and Ordinance 1197 extending the term of the Tax Increment Reinvestment Zone No. 1, dated September 4, 2018 (the "Zone"). The Board may issue obligations to finance all or part of the cost of implementing the "project plan" for the Zone as defined in the Tax Increment Financing Act of the Tax Code, Chapter 311, Vernon's Texas Codes Annotated (the "Act"). Sec. 2-256. — Powers, Number, and Term of Office. (a) The property and affairs of the Zone shall be managed and controlled by the City Council, subject to the restrictions imposed by law, the ordinance creating the Zone, and Bylaws. It is the intention of the City Council that the Board shall function only in an advisory or study capacity with respect to the Zone and shall exercise only those powers, advisory in nature, which are either granted to the Board pursuant to the Act or delegated to the Board by the City Council. (b) As set forth in the ordinance creating the Zone, the Board shall consist of no less than seven (7) and no greater than twelve (12) members. The City Council shall appoint a total of eight (8) members, with one member being nominated by Carroll Independent School District (the "CISD"), and the remaining seven (7) members at all times being the Mayor and Places 1 through 6 of the City Council. The positions occupied by the Mayor and Places 1 through 6 may sometimes hereafter be referred to as the " Council Directors." (c) CISD shall appoint one (1) member; provided, however, that if CISD waives its right to appoint a member to the Board, as evidenced by written resolution duly adopted by the governing body of CISD, the City Council may appoint a member instead. (d) Each member shall serve for a term of three (3) years, or until the member's successor is duly appointed and qualified, or in the case of the Council 37 Board, Commission, and Committee Ordinance — 11.9.23 Directors, when the member's successor becomes qualified to serve on City Council. (e) Any member appointed by the City may be removed from office by the City Council in accordance with the City Charter and applicable ordinances. In the event of a vacancy caused by the resignation, death, or removal for any reason, of a member, the governing body of the respective taxing unit which made such appointment shall be responsible for filling the vacancy in accordance with these bylaws, the Act, and the ordinance creating the Zone. (f) Appointments of members by City Council occur as needed. Sec. 2-257. — Titles and Terms of Office. (a) The officers of the Zone shall consist of the Chair, Vice -Chair, Secretary, and such other officers as the Board may from time to time elect or appoint; provided, however, that the City Council shall, on an annual basis and in accordance with the Act, appoint the Chair for a term of one year with the term beginning on January 1st of the following year. (b) Terms of office for officers shall be one (1) year. All officers, other than the Chair, shall be subject to removal from office, with or without cause, at any time by a vote of a majority of the entire Board. A vacancy in the office of any officer, other than the Chair, shall be filled by a vote of a majority of the Directors. (c) Powers and Duties of the Chair. The Chair shall be the Chief Executive Officer of the Board, and subject to the approval of the City Council, shall be in general charge of the properties and affairs of the Zone and shall preside at all meetings of the Board. (d) Powers and Duties of the Vice -Chair. The Vice -Chair shall be a member of the Board, shall have such powers and duties as may be assigned to them by the Board , and shall exercise those powers and duties. The Vice -Chair shall also exercise the powers of the Chair during that officer's absence or inability to act. Any action taken by the Vice -Chair in the performance of the duties of the Chair shall be conclusive evidence of the absence or inability to act of the Chair at the time that such action was taken. (e) Powers and Duties of the Secretary. The City Secretary shall serve as the Secretary of the Board. The Secretary shall keep the minutes of all meetings of the Board in books provided for the purpose; shall have charge of such books, records, documents, and instruments as the Board may direct, all of which shall at all reasonable times be open to inspection; and shall in general 38 Board, Commission, and Committee Ordinance— 11.9.23 perform all duties incident to the office of the Secretary subject to the control of the City Council and the Board. (f) Staff. Additional staff functions for the Board shall be performed by the City Manager and City staff as designated by the City Manager. Sec. 2-258. — Meetings. (a) The Board shall hold regular meetings at such times and places as shall be designated. There shall be at least one regular meeting held in the fourth quarter of each calendar year. The Secretary shall give notice to each director of each meeting by email. (b) Special or emergency meetings of the Board shall be held whenever called by the Chair, the Secretary, by a majority of the directors then in office or upon advice or request by City Council. The Secretary shall give notice to each director of each special meeting by email. Notice of all special or emergency meetings shall state the meeting purpose, which shall be the only business conducted. (c) A majority of the directors holding current appointments shall constitute a quorum for the consideration of matters pertaining to the purposes of the Zone. (d) The Board shall operate per approved bylaws. The Board may amend such bylaws, or adopt new bylaws, as it determines is appropriate to best govern holding its meetings, provided that any bylaw amendments shall be effective only after being approved by resolution of the City Council. The Board's bylaws shall be consistent with state law, the City Charter, the City Code of Ordinances, and the Board and Commission Manual. Secs. 2- 259 — 2. 260. Reserved." Section 2. Article XII, "Building Board of Appeals," of Chapter 4.5, "Buildings and Building Regulations," of the Code of Ordinances is hereby amended to read as follows: "ARTICLE XII. — RESERVED Secs. 4.5-236 — 4.5.255. Reserved." Section 3. Article III, "Boards," of Chapter 12, "Parks and Recreation," of the Code of Ordinances is hereby amended to read as follows: 39 Board, Commission, and Committee Ordinance — 11.9.23 "ARTICLE III. — RESERVED Secs. 12-61—12-115. Reserved." Section 4. Article IV, "Parks Development Corporation," of Chapter 12, "Parks and Recreation," of the Code of Ordinances is hereby amended to read as follows: "ARTICLE IV. — RESERVED Secs. 12-116—12-145. Reserved." Section 5. Severability It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and section 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 in this Ordinance of any such unconstitutional phrase, clause, sentence, paragraph, or section. Section 6. Cumulative Clause This Ordinance shall be cumulative of all provisions of ordinances and of the Code of Ordinances of the City, as amended, except where the provisions of this Ordinance are in direct conflict with the provisions of such ordinances and such Code, in which event the conflicting provision of such ordinances and such Code are hereby repealed. Section 7. Savings Clause All rights and remedies of the City are expressly saved as to any and all violation of the provisions of the Code of Ordinances of the City, as amended, relating to boards, commissions, and committees that have accrued at the time of the effective date of this Ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this Ordinance, but may be prosecuted until final disposition by the courts. Section 8. Publication 40 Board, Commission, and Committee Ordinance — 11.9.23 The City Secretary of the City is hereby directed to publish this Ordinance to the extent required by law. Section 9. Effective Date This Ordinance shall take effect immediately from and after its passage and approval, and it is so ordained. PASSED AND APPROVED ON FIRST READING ON THIS 9- DAY OF I Lt/►ti% , 2023. MA7 I H LA AAST: CITYr3ELRVARY Psss®'° ....... PASSED AND APPROVED ON SECOND READING N rrmis"' 1 DAY OF &jtt:jvbAy- , 2023. MA OR \',ffuf�arrr LA K'6�. 'F' o •fir .v� cn CI Y C ETAR EFFECTIVE: '. •••• APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY 41 Board, Commission, and Committee Ordinance - 11.9.23 Item 413- ESA for SSC Item 4B ICITY OF SOUTHLAKE MEMORANDUM (June 4, 2024) To: Southlake Parks Development Corporation From: Rob Cohen, Director of Public Works Subject: Recommend approval of an Engineering Services Agreement (ESA) with Kimley-Horn to provide professional services for a feasibility study package for the Southlake Sports Complex in an amount not to exceed $275,000. Action Requested: Recommend approval of an Engineering Services Agreement (ESA) with Kimley-Horn to provide professional services for a feasibility study package for the Southlake Sports Complex in an amount not to exceed $275,000. Background Information: The purpose of this item is to approve an engineering services agreement (ESA) with Kimley-Horn to provide professional services for a feasibility study package for the Southlake Sports Complex (SSC) in an amount not to exceed $275,000. The SSC is included in the Southlake 2035 Parks, Recreation & Open Space Comprehensive Plan. It involves the redevelopment of the current SSC into a new community park per the concept plan. The project will combine the existing SSC, located at 2100 Crooked Lane, with the existing Public Works Operations facility, located at 1950 East Continental Boulevard. The proposed community park amenities include the following elements identified in the concept plan: synthetic turf at expanded large field, synthetic turf on baseball fields, demolition of the existing metal building, concession/restroom building, pavilions and shade structures, parks maintenance and storage building, fully accessible playground, trail development and connectivity, fitness stations, batting cages, entry feature, field and common area improvements, parking, two park entrances, drop oft zone, fencing, landscape & irrigation enhancements, and public art. The project will also include the conversion of the current Public Works Operation to park space. Page 1 of 3 Item 4B Park Board reviewed the proposed amenities for the SSC on May 20, 2024. The Board participated in an exercise to rank the amenities by phase, call out amenities to be scaled, and propose alternatives, such as a cricket field in lieu of a baseball field. The feasibility study will incorporate and explore these recommendations to provide options based on evolving community needs. The feasibility study will be performed to understand the total scope of work and costs associated with delivering the project. Tasks to be completed during the feasibility study include: Phase 1 Environmental Site Assessment (ESA), drainage study/analysis, feasibility report and phasing plan analysis, civil engineering narrative, geotechnical investigation and subsurface utility engineering (SUE) study. The deliverables for this effort will include the opinion of probable construction costs (OPCC), to help the City with scoping and programming this project moving forward. The requested authorization includes the anticipated budget for a Phase 2 ESA, based on Kimley-Horn's estimation of the average cost of this task. A Phase 2 ESA involves detailed sampling and lab tests. Due to the presence of the fueling system, this is anticipated for the Public Works Operations site. However, the extent of the sampling and testing and the specific scope of work will be determined by the findings of the Phase 1 ESA. It is anticipated that Kimley-Horn will complete and finalize the feasibility study package within six months of receiving the Notice to Proceed. Financial Considerations: Funding for this agreement is budgeted in the Capital Improvements Program in the SPDC Fund. Strategic Link: This item links to the City's Strategy Map strategic focus area of Infrastructure & Development Objective F2: Investing to provide & maintain high quality public assets. It is also included in the 2035 Parks, Recreation & Open Space Plan. Citizen Input/ Board Review: Park Board reviewed the proposed amenities for the SSC on May 20, 2024, and provided feedback on the ranking, scaling, and alternatives for the different amenities. City Council will consider this item at the June 18, 2024 City Council meeting. Page 2 of 3 Item 4B Legal Review: The proposed agreement was reviewed and approved by the City Attorney. Alternatives: The SPDC may recommend approval or denial of the agreement. Staff Recommendation: Recommend approval of an Engineering Services Agreement (ESA) with Kimley-Horn to provide professional services for a feasibility study package for the Southlake Sports Complex in an amount not to exceed $275,000. Supporting Documents: Attachment A: Site Map Attachment B: Concept Master Plan Attachment B: Engineering Services Agreement (ESA) Staff Contact: Rob Cohen, Director of Public Works Lauren LaNeave, Deputy Director of Public Works - Administration Mamerto Estepa Jr., P.E., Project Manager Page 3 of 3 VON �4 - 7 4 halo F.. 49! lip Me ufocfean'of Soulhlake LIN i u a,Ge - 4R E Conlfnenlaf Blvd T E---- In-i -o nt-ait-rve SAve �6de Oen'd erA Serves* Item 46- Concept Master Plan Q Will Vsa Field wf 9ynthegp Tud(5WWGO, Lighted) Perking Lo1(Approx-142 Spees) Q Baseball Field wl Synthetic Tu I(Lighled) Onewey ornpOM Q ConcossionlRestroom Building 0 Nlrhng Lot (Approx. 292 Spaces) Q %dygYWnd Q HIM—atallon 0 Lefge Pavilion—Reehowne ®i P.1— 7r Q Patio ® Playgmund (2-5 YearAltlj Q Covered Bleachers Q Playground [5-,2Vepr.011 Q Bating CegeeNfarm-upAres ® Fiehing Pier Q H'ke&Bike Trsil ® Relent onloetenfon Pontl ® Enky M—rd ® pckleEall Couds I. Ad— Onve Open Space © Ma nlenancnlRec Storage Bpiltling R,ol ®m Maintenance Vard Access Gales ® W.Il6ell Area (D landscape Buffer m Retaining Well ® Net BoundarywlHedge Future Trail Connection © Sand Volleyball - [� n 4. Ti. I - NORTH TH ' SOUTHLAKE Southlake Sports Complex - Parkhill Rollin kel Rollins Master Plan June 2021 tI— �� _. Item 413- Engineering Services Agreement AGREEMENT FOR ENGINEERING SERVICES THIS AGREEMENT is made this day of , 2024 by and between the City of Southlake, Texas (hereinafter referred to as "CITY"), and KIMLEY- HORN AND ASSOCIATES, INC. (hereinafter referred to as "ENGINEER"). WHEREAS, CITY contemplates the need to obtain a feasibility study package, phasing plan, perspective renderings, preliminary cost estimates, and due diligence reports for the Southlake Sports Complex. This project is to be known as the Southlake Sports Complex project and hereinafter referred to as the "Project". WHEREAS, ENGINEER is qualified, able, and desirous of performing the necessary engineering work upon which the Project is based and is willing and able to work with CITY staff to organize and coordinate the professional services necessary to complete the Project. NOW, THEREFORE, CITY engages ENGINEER to perform, and ENGINEER agrees to perform, the engineering work for the Project, as more fully described herein below, and CITY agrees to pay as compensation, and ENGINEER agrees to accept as compensation, the payments on the dates and in the amounts herein specified, all in accordance with the terms more fully set out below and as provided in Attachment A which is attached hereto and incorporated by reference as if fully set forth herein. I. ARTICLE ENGINEERING SERVICES A. Scope of Work ENGINEER will provide the supervision, direction, personnel and equipment to perform the engineering Services outlined in Attachment A in accordance with the terms set forth in this Agreement and in Attachment A. B. Definitions Services refer to the professional services performed by ENGINEER pursuant to this Agreement. C. Changes CITY, without invalidating the Agreement, may order changes within the general scope of the work required by the Agreement by altering, adding to and/or deducting from the work to be performed. If any change causes an increase or decrease in ENGINEER's cost of, or the time required for, the performance of any part of the Services under the Agreement, an equitable adjustment will be made by mutual agreement and this Agreement shall be modified in writing accordingly. Page 1 D. Coordination with Owner The CITY shall make available to ENGINEER for use in performing Services hereunder all -existing plans, maps, field notes, statistics computations and other data in the CITY's possession relative to existing facilities and to the Project. E. Site and Local Conditions ENGINEER has the right to examine the site in order to become acquainted with local conditions and accepts conditions at the site unless otherwise noted in writing to the CITY. Any coordination or scheduling of work by CITY shall not relieve ENGINEER from its responsibilities specified hereunder. Necessary arrangement for access to any site by ENGINEER's employees will be made with CITY. F. Assignment and Subcontractors/Third Party Rights The rights and obligations covered herein are personal to each party hereto and not to any third party and for this reason neither this Agreement nor any contract hereunder shall be assigned by either party in whole or in part; nor shall ENGINEER subcontract any of its obligations under this Agreement without the prior written consent of CITY. G. Independent Contractor ENGINEER covenants and agrees that it will perform the work hereunder as an independent contractor, and not as an officer, agent, servant, or employee of CITY; that ENGINEER shall have exclusive control of and exclusive right to control the details of the work performed hereunder, and all persons performing same, and shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors, and consultants; that the doctrine of respondent superior shall not apply as between CITY and ENGINEER, its officers, agents, employees, contractors, subcontractors, and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and ENGINEER. H. Disclosure By signature of this contract, ENGINEER warrants to CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interests, direct or indirect, in property abutting the proposed Project and business relations with abutting property owners. ENGINEER further warrants that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this contract and prior to final payment under the contract. Finally, Engineer warrants that it has submitted to the City a completed Conflicts of Interest Questionnaire as required by Chapter 176 of the Texas Local Government Code. Approval by CITY Page 2 Approval by CITY of this Agreement shall not constitute or be deemed to be a release of the responsibility and liability of ENGINEER, its officers, agents, employees, and subcontractors for the accuracy and competency of the Services performed under this Agreement, including but not limited to surveys, designs, working drawings and specifications and other engineering documents. Such approval shall not be deemed to be a waiver or an assumption of such responsibility and liability by CITY for any negligent act, error, or omission in the performance of ENGINEER's professional services or in the conduct or preparation of the subsurface investigations, surveys, designs, working drawings and specifications or other engineering documents by ENGINEER, its officers, agents, employees and subcontractors, it being the intent of the parties that approval by CITY signifies the CITY's approval of only the general design concept of the Improvements to be constructed. J. Indemnification ENGINEER SHALL AND DOES HEREBY AGREE TO INDEMNIFY AND HOLD HARMLESS CITY, ITS OFFICERS, AGENTS, AND EMPLOYEES FROM ANY AND ALL DAMAGES, LOSS OR LIABILITY OF ANY KIND WHATSOEVER, BY REASON OF DEATH OR INJURY TO PROPERTY OR PERSON CAUSED BY ANY OMISSION OR NEGLIGENT ACT OF ENGINEER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, OR OTHER PERSONS FOR WHOM IT IS LEGALLY LIABLE, WITH REGARD TO THE PERFORMANCE OF THIS CONTRACT, AND ENGINEER WILL, AT ITS COST AND EXPENSE, DEFEND, PAY ON BEHALF OF, AND PROTECT CITY AND ITS OFFICERS, AGENTS, AND EMPLOYEES AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THE PROVISIONS OF THIS SECTION ARE SUBJECT TO THE LIMITATIONS OF TEXAS LOCAL GOVERNMENT CODE SECTION 271,904 AND SHALL BE CONSTRUED TO THAT EFFECT. Third Party Beneficiary For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) this Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity (except the indemnitees identified or described in Article I, Section J., above), notwithstanding the fact that such third person or entities may be in a contractual relationship with CITY and ENGINEER, or both; and (2) the terms of this Agreement are not intended to release, either by contract or operation of law, any third person or entity from obligations they owe to either CITY or ENGINEER. L. Successors and Assigns CITY and ENGINEER each bind themselves and their successors, executors, administrators and assigns to the other party to this Agreement and to the successors, executors, administrators and assigns of such other party with respect to all covenants of this Agreement. Neither CITY nor ENGINEER shall assign or transfer its interest in this Agreement without prior written consent of the other. II. ARTICLE CITY'S RESPONSIBILITIES CITY will: 1. Provide full information as to CITY's requirements for the Project; 2. Assist ENGINEER by placing at ENGINEER's disposal all information in CITY's control or knowledge which is pertinent to the Project, including executed right-of-way easements and final field survey data; 3. Examine all work presented by ENGINEER and respond within reasonable time and in writing to the material submitted by ENGINEER; 4. Pay all costs incident to advertising for obtaining bids or proposals from Contractors; 5. Give prompt written notice to ENGINEER whenever CITY observes or otherwise becomes aware of any defect in ENGINEER's work or in Contractor's work; 6. Designate in writing a person to act as its representative with respect to this Agreement, such person having complete authority to transmit instructions, receive information, and make or interpret the CITY's decisions; 7. Provide all information and criteria as to the CITY's requirements, objectivesI and expectations for the Project including all numerical criteria that are to be met and all standards of development, design, or construction. 8. Provide to the ENGINEER all previous studies, plans, or other documents pertaining to the Project and all new data reasonably necessary in the ENGINEER's opinion, such as site survey and engineering data, environmental impact assessments or statements, zoning or other land use regulations, etc., upon all of which the ENGINEER may rely; and 9. Arrange for access to the site and other private or public property as required for the ENGINEER to provide its services. 10. Provide any other information or assistance as outlined in Attachment A hereto. III. ARTICLE COMPENSATION FOR ENGINEERING SERVICES The CITY shall compensate ENGINEER for services rendered under this Agreement, in accordance with the following: For the completion of the work contemplated in Article I, the ENGINEER shall be paid on a lump sum basis in the amount of $253,000 for Basic Services and on an hourly basis plus expenses in an amount not to exceed $0.00 (as outlined in the attached proposal) with a total not to exceed cost ceiling of $253,000 as billed monthly by ENGINEER. IV. ARTICLE TIMES OF BILLING AND PAYMENT The ENGINEER shall bill CITY monthly for any services and expenses incurred in accordance with the work performed subject to the limits set out in Article III. Payment shall be due within thirty (30) days of receipt by CITY of a properly prepared and correct invoice from ENGINEER. ENGINEER's invoices shall be accompanied by such records or other written proof as CITY deems necessary to verify the billings. Invoices shall be made to City Finance Department's office at 1400 Main Street, Suite 440, Southlake, Texas 76092. If CITY fails to make payment due ENGINEER within thirty (30) days of the day when payment for services and expenses is due under the terms of this Agreement, ENGINEER shall be entitled to interest on such unpaid sums at the rate provided in Chapter 2251 of the Texas Government Code. V. ARTICLE ADDITIONAL ENGINEERING SERVICES In addition to performing the engineering services set out in Article I, hereof, ENGINEER agrees to perform additional services as requested by CITY from time to time and CITY agrees to compensate ENGINEER for such services in accordance with ENGINEER's standard hourly fee and expenses (see Attachment B) for actual time expended and actual out-of-pocket sums expended, such services to be one or more of the following: 1. Make or prepare detailed description of sites, maps, or drawings related thereto and outside the scope of the Project; 2. Appearances before courts or boards on matters of litigation or hearings related to the Project; 3. Preparation of environmental impact assessments or statements for any governmental agency; 4. Miscellaneous engineering work for CITY not related to the Project; 5. To provide resident project construction inspection, unless such inspection is not required, in writing, by the CITY; 6. Other services agreed to by the parties in writing and incorporated herein. VI. ARTICLE STANDARD OF CARE In performing its professional services, the ENGINEER will use that degree of ,are and skill ordinarily exercised, under similar circumstances, by reputable members of its profession in the same locality at the time the services are provided and in accordance with any applicable governmental laws, regulations and ordinances. VII. ARTICLE PERIOD OF SERVICE This Agreement shall be effective upon execution by CITY and ENGINEER, and shall remain in force until work is completed on the Project or until terminated under the provisions hereinafter provided in Article VIII. VIII. ARTICLE TERMINATION The CITY may terminate this Agreement at any time for convenience, with or without cause by giving written notice to the ENGINEER. Such termination may be made effective on such future date as agreed by the parties, but absent such agreement shall be immediate. Upon receipt of such notice the ENGINEER shall immediately discontinue all services and work and the placing of all orders or the entering into contracts for supplies, assistance, facilities, and materials in connection with the performance of this Agreement and shall proceed to cancel promptly all existing contracts insofar as they are chargeable to this Agreement. The ENGINEER, upon termination, shall be paid for all services rendered through the date of termination together with any additional reimbursable expense then due. IX. ARTICLE OWNERSHIP OF DOCUMENTS 1. All completed or partially completed reports prepared under this Agreement, including the original drawings in both paper and electronic formats, shall become the property of CITY if this Agreement is terminated. Upon completion and payment of the contract, the final design, drawings, specifications and documents in both paper and electronic formats shall be owned by CITY. 2. Reuse, change or alteration by CITY or others acting by or on behalf of CITY of such documents without the permission of ENGINEER shall be at CITY's sole risk. X. ARTICLE INSURANCE ENGINEER shall carry and maintain at all times relevant hereto, at ENGINEER's expense, insurance of the type and of minimum coverage limits as follows: 1. Workers Compensation -Statutory Employer's Liability -Limits as required by the State of Texas. 2. Comprehensive General Liability, Bodily Injury and Property Damage including contractual liability in a combined single limit - $500,000 per occurrence. 3. Comprehensive Automotive Liability, Bodily Injury and Property Damage in a combined single limit - $1,000,000 per accident. Certificates of insurance for the above coverage in a form acceptable to CITY, evidencing the coverage required above, shall be provided to CITY within ten (10) business days after execution of this Agreement and prior to issuing Notice to Proceed. Such certificates shall provide that the insurer will give CITY not less than ten (10) days notice of any material changes in or cancellation of coverage. In the event any subcontractor of ENGINEER, with or without CITY's consent, provides or renders services under this Agreement, ENGINEER shall ensure that the subcontractor's services are covered by the same insurance limits as set forth above. ENGINEER shall not commence work under this Agreement until it has obtained Professional Liability (Errors and Omissions) Insurance as required hereunder and such insurance coverage has been approved by CITY. Such insurance shall be in the minimum amount of $1,000,000 and shall include coverage of Contractually Assumed Liability. The insurance coverage prescribed herein shall be maintained until one (1) year after CITY's acceptance of the construction project and shall not be canceled Page 7 without prior written notice to CITY. In this connection, upon the signing and return of this Agreement by ENGINEER, a Certificate of Insurance shall be furnished to CITY as evidence that the insurance coverage required herein has been obtained by ENGINEER, and such certificate shall contain the provision that such insurance shall not be cancelled or modified without thirty (30) days prior written notice to CITY. ENGINEER shall notify CITY within ten (10) days of any modification or alteration in such Professional Liability (Errors and Omissions) Insurance. XI. ARTICLE AUTHORIZATION, PROGRESS AND COMPLETION CITY and ENGINEER agree that the Project is planned to be completed as expeditiously as possible. ENGINEER shall employ manpower and other resources, and use professional skill and diligence to meet the schedule; however, ENGINEER shall not be responsible for schedule delays resulting from conditions beyond its control. By mutual agreement, CITY and ENGINEER may modify the Project schedule during the course of the Project and if such modifications affect ENGINEER's compensation, it shall be modified accordingly, subject to CITY's approval. It is understood that this Agreement contemplates full and complete engineering services for this Project, including any and all Services necessary to complete the work. For additional Engineering Services, the authorization by CITY shall be in writing and shall include the definition of the services to be provided, the schedule for commencing and completing the services, and the basis for compensation as agreed upon by CITY and ENGINEER. XII. ARTICLE NOTICE Any notice required under this Agreement will be in writing and given either personally, by registered or cered mail, return receipt requested, or by a nationally recognized overnight courier service, addressed to the parties as follows: If to CITY: Alison Ortowski City Manager City of Southlake 1400 Main Street, Suite 460 Southlake, Texas 76092 Phone: 817-748-8400 Fax: 817-748-8010 If to ENGINEER: Katherine Utecht, PLA, LI Senior Project Manager Kimley-Horn and Associates, Inc. 801 Cherry Street, Suite 1300 Fort Worth, Texas 76102 Phone: 817-339-2280 Fax: N/A All notice shall be effective upon the date of receipt. XIII. ARTICLE SEVERABILITY In the event that any provision of this Agreement shall be found to be void or unenforceable, such finding shall not be construed to render any other provisions of this Agreement either void or unenforceable. All provisions, which are void or unenforceable, shall not substantially affect the rights or obligations granted to or undertaken by either party. XIV. ARTICLE VENUE -LAW Venue of any suit or cause of action under this Agreement shall lie exclusively in Tarrant County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. IN WITNESS WHEREOF the parties have caused this Agreement to be executed in two equal originals on the date and year first above mentioned. CITY OF SOUTHLAKE: By: Shawn McCaskill, Mayor ATTEST: By: City Secretary ENGINEER: Kimley-Horn and Associates, Inc. By. W// Bradley J. Hill!Regional Contract Specialist THE STATE OF TEXAS § COUNTY OF TARRANT § Before me on this day personally appeared Bradley J. Hill known to me [or proved to me on the oath of or through (description of identity card or other document)] to be the person whose name is subscribed to the foregoing instrument and that he/she is the duly authorized Regional Contract Lead of Kimley-Horn and Associates, Inc. , and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my A.D. 2024 (SEAL) �1'rd, and seal of office this 23rd day of May , Notary Public, State of Texas VICKY BREWER Notary Public, State of Texas Comm. Expires MmII64026 Notary10 129821969 s game Printed Page 10 ATTACHMENT A Kimley»>Horn May 23, 2024 Mamerto Estepa Public Works Project Manager, City of Southlake 1400 Main Street, Southlake, Texas 76092 817-748-8637 MEstepa@ci.southlake.tx.us Re: Letter Agreement for Professional Services for Southlake Sports Complex in Southlake, Texas Dear Mr. Estepa: Kimley-Horn and Associates, Inc. ("Professional" or "Consultant") is pleased to submit this letter agreement to City of Southlake ("Client") for providing a feasibility study package for the Southlake Sports Complex. Our project understanding, scope of services, schedule, and fee are below. Project Understanding This project consists of preparing a feasibility report, phasing plan, perspective renderings, preliminary cost estimates, and civil engineer due diligence for the Southlake Sports Complex and existing Public Works Operations site. Scope of Services The following task outlines in the Scope of Services area anticipated to be completed as part of this project. Task 1 Project Management and Design Coordination The Consultant will manage the contract, document project meetings, and monitor the deliverables. Consultant will provide timely invoicing and reporting of project progress to the Client. The effort included in this task relates to project meetings, design coordination, correspondence with Client and team, and preparing for and attending review meetings. If requested, a kick-off call between the Client and Consultant shall be conducted once we receive Notice to Proceed (NTP) to discuss any modifications or updates to the project. The call will occur within two (2) weeks of the Notice to Proceed (NTP). The preliminary agenda for the kick-off call will consist of: • Scope of Services and responsibilities • Project objectives • Information needs • Schedule milestones Note: Consultant will be responsible for meeting logistics such as in -person meetings, online hosting (MS Teams or Zoom), and will document calls with meeting notes. Notes will be submitted to the Client for review. Meetings: Kimley»>Horn • One (1) project kick-off meeting • Two (2) meetings to discuss feasibility report and phasing plan • One (1) meeting to discuss final deliverable package Deliverables: • One (1) project kick-off meeting notes (PDF) • Two (2) progress meeting notes (PDF) • One (1) final deliverable package meeting notes (PDF) Task 2 Environmental Site Assessment -Phase 1 Consultant will prepare one Phase I ESA report encompassing findings from the Subject Property and will be valid for a period of 180 days from the start of the investigation. The Phase I ESA will be performed in general accordance with the methods outlined in the United States Environmental Protection Agency (USEPA) Standards and Practices for All Appropriate Inquiries (AAI), 40 CFR Part 312 and guidelines established by the American Society for Testing and Materials (ASTM) in the Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process/Designation E 1527-21 (ASTM Standard Practice E 1527-21). The following tasks refer to only that information defined as reasonably ascertainable per ASTM E 1527-211 3.2.72. Consultant will conduct the efforts listed below: Records Review— review the following records and data: o User Provided Information —all information requested from the Client as detailed below o Record Search — environmental database search prepared in general accordance with the minimum search distances listed in ASTM E1527-21, 8.2.2 and state and local environmental agency files, where available, and if the Environmental Professional (EP) determines the files to be reasonably ascertainable and relevant to the Phase I ESA o IC/EC Registries —databases on institutional and engineering (IC/EC) controls and Activity Use Limitations (AULs). o Aerial Photograph Review — historical aerial photographs of the site and the surrounding vicinity to the earliest date that is reasonably obtainable. o Review of Local City Directories and Historical Maps — historical city directories, fire insurance maps, and historical topographic maps. Tier 1 Vapor Encroachment Screening (VES) — perform a Tier 1 VES in general accordance with the methods outlined in ASTM E2600-22 with the purpose of identifying if a Vapor Encroachment Condition (VEC) exists in association with the subject property. Site Reconnaissance of the Subject Property —to observe exterior site conditions, interior site conditions, evidence of current and past uses of the property, and evidence of current and past uses of the adjoining properties as viewed from the subject property and Kimley»>Horn public thoroughfares. All site reconnaissance will be non-invasive and limited to up to one person in the field for one day. Interviews With: o Current and t property past owners, operators and occupants of the subjec Current neighboring or nearby property owners in the case of abandoned properties where there is evidence of uncontrolled access or unauthorized uses One or more of the following state or local agencies: fire department, health agency, and/or environmental regulatory agency User Provided Information: We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. The Client shall provide all information requested by Consultant during the project. This information is necessary for the Client (or prospective purchaser) to meet the requirements of the Landowner Liability Protections (LLPs) (ASTM E 1527-211 1.1 and 3.2.47) and for Consultant to conduct the Phase I ESA consistent with ASTM E 1527-21. The following information is required prior to the site reconnaissance: Confirmation of the Subject Property limits, address, tax parcel ID and acreage Site access to all portions of the Subject Property and structures Completed User Questionnaire Existing survey or site plan depicting the existing condition, if available Task 3 Drainage Study Consultant will collect available data from the City in combination with Lidar and on -site survey (obtained in a separate task) to determine the existing drainage conons of the site location. In the proposed conditions, an evaluation will be performed to determine the post project flow at each design point. The proposed design may include swales and storm pipe to route the flow around the site. It is anticipated that a detention pond may be needed and would share the footprint of the retention pond. One pond will be designed and included as part of this project. It is anticipated that the rational method will be used for the design of the pond, storm and swales. This task includes preparation of a technical memo documenting the assumptions and design parameters for the project. The task includes permitting with the City. This task does not include any permitting with FEMA, TCEQ, USACE or other governmental authority. Deliverables: One (1) technical memo to include in feasibility report (PDF) Task 4 Feasibility Report and Phasing Plan One (1) site visit will be performed to review base map, inventory elements, site and adjacent property uses, transportation (roadway and greenway) connectivity, and area vicinity map. Consultant will rely on all material provided by the Client to be accurate and complete. Additional work due to Kimley»>Horn incomplete or inaccurate information provided by the Client may be revised or corrected for additional services upon authorization by Client. As a derivative of the planning process to -date, Consultant will prepare one (1) feasty plan package, highlighting the park improvements based upon site analysis and inventory and program definition. The feasibility report will consist of the following items: Acknowledgements • Project Process, Purpose, and Next Steps • Map development • Programmatic functional diagram • Opportunities and challenges • Comparable facilities • Concept Design package Architecture, electrical package Cost estimates • Phasing diagram • Closing Consultant will submit the package to the Client for review. The Client will provide one (1) set of comments for the Consultant to address. Consultant will facilitate two (2) meetings with the Client to review the conceptual design package. Based upon input from the Client documented during the review session, the Consultant will update materials into one (1) single, preferred final conceptual design package. The Consultant will prepare one (1) final phasing package with reference imagery and cost estimates. The package will consist of the following: • Three (3) illustrative phasing plans with reference imagery (20' scale min.) for the sports complex o Option A o Option B o Option C • Three (3) perspective renderings with modeling for each of the three (3) phasing plans — three (3) renderings only Three (3) Opinion of Probable Construction Cost (OPCC) for each concept plan Consultant will submit the package to the Client for review. The Client will provide one (1) set of comments for the Consultant to address. Consultant will facilitate two (2) meetings with the Client to review the feasibility report and phasing diagram package. Based upon input from the Client documented during the review session, the Consultant will update materials into one (1) final deliverable package including the three (3) phasing diagrams, three (3) OPCC, and three (3) perspective renderings. The OPCC will be submitted one (1) time for Client review and comment. Consultant will incorporate Client comments into a final Cost Estimate. Kimley»>Horn Because the Consultant does not control the cost of labor, materials, equipment or services furnished by others, methods of determining prices, or competitive bidding or market conditions, any options rendered as to costs, including but not limited to opinions as to the costs of construction and materials, shall be made on the basis of its experience and represent its judgement as an experienced and qualified professional, familiar with the industry. The Consultant cannot and does not guarantee that proposals, bids, or actual costs will not vary from its opinions of cost. Deliverables: • One (1) feasibility report (PDF) • Three (3) phasing diagrams with reference imagery (PDF) based on the final concept design (by others) • Three (3) opinion of probable construction costs (PDF) based on the phasing diagrams and final concept design (by others) Task 5 Civil Engineering Due Diligence and Narrative Consultant will work to obtain Record Drawings for existing water, sanitary sewer, storm drainage, and roadway improvements on or immediately adjacent to the site. Record Drawings and design guidelines will be utilized to write a civil engineering narrative describing the anticipated improvements and how the grading and utilities will be modified to meet the final concept (by others). The Consultant will perform the below tasks with written authorization from the Client. Task 6 Geotechnical Investigation Report The Consultant will utilize ageo-technical engineer to provide and perform ageo-technical investigation and report of the project area to determine subsurface conditions and make recommendations regarding subsurface design parameters. The Consultant will provide an exhibit showing the proposed boring locations. The geotechnical investigation will consist of subsurface exploration including seven (7) sample bores drilled to a depth of 20 feet in the area shown on a boring exhibit. A boring exhibit will be provided once the project is kicked off. Laboratory tests for classification purposes and strength characteristics. Recommendations addressing soil and groundwater conditions for proposed landscape and hardscape improvements. Prepare a geotechnical report that presents the results of the field and laboratory data as well as analysis and recommendations. Deliverables: • One (1) digital PDF map of the subsurface utilities The report will be made available to the Client upon time of completion for review and direction for design. The data contained in the geotechnical report will be made available to contractors during the Adding process for information purposes. Kimley>»Horn Task 7 Subsurface Utility Engineering Study The Consultant will utilize a subsurface utility engineer to provide and perform SUE information regarding the project area. The scope includes Quality Level (QL) "B" SUE. Utilities to be designated include gas, telecommunications, electric, traffic signals, storm, water, and sanitary sewer. Designated marks surveyed using project control points will be provided. Any necessary Right -of - Entry (ROE) permits will be provided prior to the start of field work. Deliverables: • One (1) digital PDF map of the subsurface utilities Task 8 Topographic Survey The Consultant will prepare a topographic survey for the subject project, as indicated on the attached "Exhibit A" for the purpose of preparing construction documents. The Consultant will survey existing limits along the areas designated in the attached exhibit, and will consist of guardrails, fencing, traffic poles, signs, and other observed above ground physical features. The Consultant will prepare an electronic map showing existing contour lines at 1' intervals based on a nominal 50' grid system, along with major grade breaks. Visible evidence of utilities, including water valves, storm inlets, sewer cleanouts, electrical lines, telephone lines and gas lines will be located. This task does not include subsurface utility locations. The Consultant will set on -site temporary benchmarks in close proximity to each median. Horizontal and vertical datum will be provided, or the Consultant will use Texas State Plane Coordinate system. Deliverables: • One (1) digital CAD file of topographic survey Additional Services Any services not specifically provided for in the above scope will be billed as additional services and performed at our then current hourly rates. Additional services we can provide include, but are not limited to, the following: • Drainage analysis or flood study • Construction documents • Bidding phase services • Construction contract services • Additional conceptual designs and renderings • Any permitting • Any services not listed in the Scope of Services Kimley>»Horn Information Provided By Client We shall be entitled to rely on the completeness and accuracy of all information provided by the Client or the Client's consultants or representatives. The Client shall provide all information requested by Professional during the project, including but not limited to the following: • GIS data of project area • Survey or CAD files of project area Existing utility data or information of project area • As -built drawings • Architecture design and specifications Schedule Consultant will provide these services within a mutually agreed upon schedule. Consultant anticipates receiving the Notice to Proceed in late June 2024. The Consultant will prepare the preliminary phasing plans and feasibility report from June 2024 to early August 2024. Consultant will prepare the final deliverable package end of August 2024. The Consultant will meet the anticipated final deadline for September 2024. Fee and Expenses Consultant will perform the services in Tasks 1 for the total lump sum fee below. Task 1 Project Management and Design Coordination Task 2 Environmental Site Assessment -Phase 1 Total Lump Sum Fee 15000 $ 253,000 Lump sum fees will be invoiced monthly based upon the overall percentage of services performed. Payment will be due within 25 days of your receipt of the invoice and should include the invoice number and Professional project number. Closure In addition to the matters set forth herein, our Agreement shall include and be subject to, and only to, the attached Standard Provisions, which are incorporated by reference. As used in the Standard Provisions, "Kimley-Horn" shall refer to Kimley-Horn and Associates, Inc., and "Client" shall refer to City of Southlake. Kimley>»Horn Professional, in an effort to expedite invoices and reduce paper waste, submits invoices via email in a PDF. We can also provide a paper copy via regular mail if requested. Please include the invoice number and Kimley-Horn project number with all payments. Please provide the following information: Please email all invoices to Please copy We appreciate the opportunity to provide these services. Please contact me if you have any questions. Sincerely, KIMLEY-HORN AND ASSOCIATES, INC. Katherine Utecht, PLA, LI Project Manager Bradley J. HiIC/ Regional Contract Lead ATTACHMENT B [� �iffli[l ey>>> Horn Kimley-Horn and Associates, Inc. Hourly Labor Rate Schedule Classification Rate Analyst 1 $135 - $175 Analyst II $180 - $225 Professional $220 - $255 Senior Professional 1 $265 - $325 Senior Professional II $350 - $415 Senior Technical Support $120 - $300 Technical Support $110 - $175 Support Staff $90 - $150 Effective through June 30, 2024 Subject to annual adjustment thereafter Internal Reimbursable Expenses will be charged at 5% of Labor Billings External Reimbursable Expenses will be charged at 15% mark-up, or per the Contract Sub -Consultants will be billed per the Contract kimley-horn.com 801 Cherry Street, Unit 11, Suite 1300, Fort Worth, TX 76102 817-335-6511 Item 5- Sales Tax Report SOUTHLAKE PARKS DEVELOPMENT CORPORATION 1/2% SALES TAX REPORT 2024 Collected Budget Balance Budget to Date Balance Percent $ 9,898,000 $ 5,444,096 ($4,453,904)-45.00% FISCAL FISCAL FISCAL YEAR % Inc YEAR % Inc YEAR % Inc MONTH 2O22 -Dec 2023 -Dec 2024 -Dec October $ 821,929 24.15% $ 924,613 12.49% $ 835,266 -9.66% November $ 841,928 52.37% $ 923,897 9.74% $ 866,767 -6.18% December $ 1,251,441 27.52% $ 1,277,303 2.07% $ 1,214,389 -4.93% January $ 816,278 27.56% $ 784,281 -3.92% $ 837,048 6.73% February $ 707,532 41.95% $ 731,863 3.44% $ 743,261 1.56% March $ 1,006,221 14.31% $ 935,411 -7.04% $ 947,364 1.28% April $ 873,307 16.55% $ 870,350 -0.34% $ - -100.00% May $ 879,169 36.64% $ 889,340 1.16% $ - -100.00% June $ 913,290 -30.68% $ 926,941 1.49% $ - -100.00% July $ 818,878 10.92% $ 825,615 0.82% $ - -100.00% August $ 845,223 16.22% $ 1,333,769 57.80% $ - -100.00% September $ 835,797 -2.78% $ 1,002,789 19.98% $ - -100.00% $ 10,610,994 $ 11,426,173 TOTAL $ 5,444,096 Three Year Revenue Comparison by Month $1,600,000 $1,400,000 $1,200,000 $1,000,000 $800,000 $600,000 $400,000 $200,000 $- - �aio'c PQ�\ �aJ �°ce �J�J P��Jyti �a��ec O`�ooet Je�,oet `e�,pei ,arJata wtJata ■ FISCAL YEAR 2022 FISCAL YEAR 2023 ■ FISCAL YEAR 2024 Actual Budget Actual Estimated (budget-est.) % 2023 2024 2024 2024 Difference Change MONTH October $ 924,613 $ 800,000 $ 835,266 $ 835,266 $ 35,266 5.43% November $ 923,897 $ 840,000 $ 866,767 $ 866,767 $ 26,767 4.91 % December $ 1,277,303 $ 1,100,000 $ 1,214,389 $ 1,214,389 $ 114,389 11.73% January $ 784,281 $ 710,000 $ 837,048 $ 837,048 $ 127,048 20.01 % February $ 731,863 $ 670,000 $ 743,261 $ 743,261 $ 73,261 14.89% March $ 935,411 $ 850,000 $ 947,364 $ 947,364 $ 97,364 11.45% April $ 870,350 $ 788,000 $ - $ 788,000 $ - 0.00% May $ 889,340 $ 800,000 $ - $ 800,000 $ - 0.00% June $ 926,941 $ 850,000 $ - $ 850,000 $ - 0.00% July $ 825,615 $ 750,000 $ - $ 750,000 $ - 0.00% August $ 1,333,769 $ 850,000 $ - $ 850,000 $ - 0.00% September $ 1,002,789 $ 890,000 $ - $ 890,000 $ - 0.00% $ 11,426,173 $ 9,898,000 $ 5,444,096 $ 10,372,096 $ 474,096 TOTAL 5.91%