Item 4FCITY OF
SOUTHLAKE
MEMORANDUM
February 13, 2013
TO: Shana Yelverton, City Manager
FROM: Chris Tribble, Director of Community Services
SUBJECT: Approve Miracle League Field Sponsorship
Texas Rangers Baseball Foundation and th
Item 4F-1
e
Action
Requested: City Council consideration of a three party agreement between the
City, the Texas Rangers Baseball Foundation and the Miracle
League of Southlake for naming rights of the Miracle League Field
in Bicentennial Park.
Background
Information: The addition of a Miracle League Field to Bicentennial Park was
originally included within the Bicentennial Park Schematic Design
adopted by the City Council in February 2007. Subsequently, the
Miracle Field was incorporated and approved as part of the
Bicentennial Park Master Plan and Site Plan approved September
18, 2012. The field is currently in design to be included within the
next phase of improvements with construction anticipated to begin
in June 2013.
Over the past six months, City staff has been working with Miracle
League of Southlake and Texas Rangers Baseball Foundation on a
potential agreement for naming rights of the field. The proposed
agreement is a 10-year, $100,000 naming rights agreement for the
field to be named "Texas Rangers Miracle League Field". The
agreement meets the provisions of the City Sponsorship Policy,
approved by City Council September 18, 2012, and has been
reviewed and approved by the City Attorney.
Approval of this agenda item will result in the City's first athletic field
naming rights agreement. The term of the agreement shall
commence on the grand opening of the field (which is anticipated in
September 2014) and shall expire ten (10) years thereafter (2024).
In exchange for granting naming rights of the field, the Texas
Rangers Baseball Foundation agrees to donate one lump -sum
payment of $100,000 to the Miracle League of Southlake within 30
City of Southlake Values:
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
Item 4F - 2
Shana Yelverton, City Manager
City Council Meeting Date — February 19, 2013
Page 2 of 2
days of the final approval of the agreement. The Miracle League of
Southlake agrees to pay the City one lump -sum payment of
$90,000 ($100,000 less 10% finder's fee as per the City
Sponsorship Policy) within 30 days of the final approval of the
agreement. The field name will be displayed prominently on one (1)
sign at the main entrance to the seating area of the field.
Additionally, two (2) Texas Rangers Baseball Foundation logo signs
will be displayed and located in each dugout, and three (3) Texas
Rangers banners will be displayed and located on the scoreboard
(see attachments for additional signage information).
A copy of the proposed agreement is included in your packet.
Financial
Considerations: The revenue received from this agreement will be used to offset the
capital cost of the Miracle League Field as part of the current
Bicentennial Park Improvement project.
Strategic Link: This item is linked to the City's Strategy Map related to the focus
area of Quality Development, Partnerships and Volunteerism and
Performance Management and Service Delivery and meets the
Corporate Objectives to Collaborate with Select Partners to
Implement Service Solutions and Invest to Provide and Maintain
High Quality Public Assets.
Citizen Input/
Board Review: City Council consideration February 19, 2013
Legal Review: City Attorney has reviewed and approved the agreement.
Alternatives: City Council action to approve the agreement as presented
City Council decision not to approve the agreement as presented
Supporting
Documents: Copy of proposed Texas Rangers Miracle League Field Naming
Rights and Sponsorship Agreement as per staff recommendation
Staff
Recommendation: Staff recommends the City Council approve the Miracle League
Field Sponsorship Agreement as presented.
City of Southlake Values.
Integrity ♦ Innovation ♦ Accountability ♦ Commitment to Excellence ♦ Teamwork
Item 4F - 3
TEXAS RANGERS MIRACLE LEAGUE FIELD
NAMING RIGHTS AND SPONSORSHIP AGREEMENT
THIS NAMING RIGHTS AND SPONSORSHIP AGREEMENT ("AGREEMENT") is made
between the Texas Rangers Baseball Foundation ("FOUNDATION"); the Miracle
League of Southlake ("MLS"), and the City of Southlake ("CITY"), a municipal
corporation.
Recitals:
A. The CITY plans to begin construction in mid-2013 on a CITY owned
Miracle League Field ("FIELD") at Bicentennial Park located in Southlake, Texas with a
planned opening in the Fall of 2014; and
B. MLS will utilize the Field in accordance with a Facilities Utilization
Agreement between MLS and City; and
C. The Parties desire that the FIELD be named and become known as the
"Texas Rangers Miracle League Field."
D. The parties hereto desire to set forth herein all their understanding and
AGREEMENTs regarding the naming of the Field.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promises of
the parties set forth herein, and of other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the CITY, the FOUNDATION, and
the MLS hereby agree as follows:
Definitions:
For purposes of this AGREEMENT, the following terms shall have the following
meanings:
"Affiliate" shall mean, in respect of a Person, any Person controlling, controlled
by or under common control with such Person.
"AGREEMENT" shall mean this AGREEMENT, as the same may be amended,
restated, modified or supplemented from time to time.
Item 4F - 4
Texas Rangers Miracle Field Agreement
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"Exclusive Rights" shall mean, in respect of any rights granted to the
FOUNDATION hereunder and designated as Exclusive Rights, rights granted to the
FOUNDATION exclusively and not to any other Person.
"Licensed Parties" shall have the meaning set forth in Section 1(c)(2) of this
AGREEMENT.
"Mediator" shall have the meaning set forth in Section 10(c)(2)(A) of this
AGREEMENT.
"Open Matter" shall have the meaning set forth in Section 10(c)(1) of this
AGREEMENT.
"Person" shall mean any natural person, corporation, partnership, limited
partnership, trust, unincorporated association or other form of business organization.
"Rangers Logos" shall mean the Rangers primary trademarks, slogans, or
copyrights, whether registered or unregistered.
FIELD name, Scheduling, Repair and Maintenance of the FIELD.
(a) The parties agree that, during the Term of this AGREEMENT, the
name of the FIELD will be the "Texas Rangers Miracle League Field". The CITY will
not, during the term of this AGREEMENT, change the name or add a name to the
FIELD, and the CITY and MLS will not refer to the FIELD by any name other than the
"Texas Rangers Miracle Field" in any materials, literature or merchandise disseminated
to the public or intended for the public use, or in any oral official announcements to the
public related to the FIELD.
(b) (1) The FOUNDATION hereby grants to the CITY and MLS and
their respective successors and assigns (collectively, the "Licensed Parties"), the
exclusive, royalty -free license to use the name and logo of the "Texas Rangers" and the
"TEXAS RANGERS BASEBALL FOUNDATION" in connection with the following: the
Licensed Parties' businesses and operations as currently conducted and proposed to
be conducted as of the date hereof (to the extent they involved the business and
operations of the FIELD), including, but not limited to, the ownership and operation of
the FIELD and the promotion, advertisement, marketing and presenting of the FIELD
and of programs and events therein; provided that each such use is subject to the
Foundation's prior approval and provided further that the City and MLS do not imply an
endorsement or sponsorship of any programs or events, except as expressly provided
in this Agreement..
(2) Effective upon the termination of this AGREEMENT, none of
the Licensed Parties will have any further right or obligation to use the name and/or the
logo of the "Texas Rangers": provided, however, that the Licensed Parties shall have a
period of ninety (90) days after such termination to utilize, sell or otherwise dispose of
Item 4F - 5
Texas Rangers Miracle Field Agreement
Page 3 of 10
existing supplies that contain the name and/or the logo of the "Texas Rangers" and the
"FOUNDATION".
(c) The CITY owns and has final authority over the use of the FIELD.
The CITY agrees to maintain and repair the FIELD in a manner consistent with other
comparable Miracle League fields in the United States hosting similar programs and
events, and to keep the FIELD in good, clean and safe condition. MLS may utilize the
Field in accordance with a Facilities Utilization Agreement to be executed between MLS
and City
2. FIELD Identifications: Press Announcements.
(a) The CITY and MLS shall not use any other name for the FIELD
except the name agreed upon in this AGREEMENT in (i) any promotions, advertising or
marketing for the FIELD and/or the programs and events to be presented therein, and
(ii) all forms of identity relating to the FIELD, including, but not limited to, Field
Stationary, business cards, security passes and other forms of identification.
Notwithstanding the above, the CITY and the MLS shall not be restricted from
recognizing or promoting additional supporters or sponsors as the CITY and MLS
deems appropriate; provided, however, the CITY shall not grant the naming rights to the
FIELD or greater collective signage rights to any other sponsor or supporter. The CITY
will have full authority over all other sponsorships related to the FIELD; provided that
any major sponsorships in the following categories are subject to the FOUNDATION'S
prior approval, which shall not be unreasonably withheld: soda, beer, water and airlines.
(b) The FIELD name will be displayed prominently on one (1) mutually
agreed upon sign located at the main entrance to the seating area of the FIELD.
Additionally, two (2) mutually agreed upon "FOUNDATION" logo signs will be displayed
and located in each dugout, and three (3) mutually agreed upon "Texas Rangers"
banners will be displayed and located on the scoreboard of the FIELD. The CITY
agrees, at its own cost, to fabricate, install, and maintain the condition of all such FIELD
displays or signs containing the FIELD name and/or "FOUNDATION" logo and "Texas
Rangers" banners referenced in this Section2(b) and to promptly repair any damage to
the same; provided that to the extent the Texas Rangers and/or FOUNDATION change
the Logo, all costs and expenses incurred in incorporating such change into such
displays or signs will be paid for solely by the FOUNDATION.
(c) The FOUNDATION will have the opportunity to distribute, free of
charge, promotional and/or advertising materials including, but not limited to, products,
coupons, and/or tickets to athletes and spectators at mutually agreed upon games.
(d) MLS shall recognize the FOUNDATION during the Spring and Fall
Opening Ceremonies.
(e) The FOUNDATION, MLS and the CITY will agree in advance on
any press announcements regarding the naming rights, and the timing of the release of
any such announcements. The FOUNDATION shall have the right to have an executive
Item 4F - 6
Texas Rangers Miracle Field Agreement
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of the FOUNDATION present as a featured speaker at all official naming ceremonies for
the FIELD.
3. Advertising. The name of the FIELD will be mentioned and/or referenced,
as appropriate, in all radio, television and print advertising of the FIELD conducted by
the CITY and MLS, including without limitation, all television broadcasts, press releases,
and FIELD public address announcements. The CITY will have full control and
responsibility over any directional signage containing the name of the FIELD to be
located in the CITY'S limits.
4. Promotions.
(a) The FOUNDATION will conduct one "Miracle League Night" at
Rangers Ballpark in Arlington during one (1) regular season game per year in each year
of the AGREEMENT. The FOUNDATION will determine the number of tickets offered
to MLS and it will be 300 tickets. The FOUNDATION will make an in -game
announcement and provide a video presentation on the scoreboard recognizing "Miracle
League Night". MLS will be allowed to throw out the pre -game "first pitch."
(b) The FOUNDATION will also provide one (1) current or alumni
player to appear at one (1) MLS event during each Spring and Fall Miracle League
seasons in each year of the AGREEMENT. The event will be mutually agreed upon by
the FOUNDATION and the MLS and it may include the Opening Ceremonies, a pre -
approved game, or a MLS function.
(c) The FOUNDATION also agrees to provide MLS with one (1),
twenty (20) person suite night per year for a mutually agreed regular season game.
(d) The Foundation shall provide MLS with a reasonable quantity of
discounted Rangers game tickets each season during the Term. Initially, this shall be
provided through a website link provided by the Rangers in which any persons selected
by MLS can use the link to purchase discounted tickets to select games (about 20
games) in a few different seating areas (including accessible seating) and price points.
A portion of the ticket prices ($5 per ticket) will be donated back to MLS, and the
Rangers will send MLS check for this amount each October during the Term. This
process may change throughout the Term, in accordance with the Rangers' then -
current practices.
5. Exclusive Rights
and 3 of this AGREEMENT
Bicentennial Park, Southlake,
6. Term.
The rights granted the FOUNDATION in Sections 1, 2
are Exclusive Rights attached to the FIELD located in
Texas.
Item 4F - 7
Texas Rangers Miracle Field Agreement
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(a) The term of this AGREEMENT shall commence on the grand
opening of the Field (which is expected to be approximately September 1, 2014) and
shall expire ten (10) years thereafter.
(b) Upon the expiration of this AGREEMENT, all rights and obligations
of the parties hereto shall terminate, except for liabilities of the parties accruing prior to
such expiration date.
7. FOUNDATION Cash Payment.
(a) In consideration of the naming rights, and advertising, promotional
and other rights and benefits provided to the FOUNDATION under this AGREEMENT,
the FOUNDATION agrees to donate to MLS one lump -sum payment of One Hundred
Thousand Dollars ($100,000.00) within 30 days of the final approval of the
AGREEMENT.
8. MLS Cash Payment.
(a) MLS agrees to pay the CITY one lump -sum payment of Ninety
Thousand Dollars ($90,000.00) within 30 days of the final approval of the
AGREEMENT.
9. FOUNDATION Warranties
(a) FOUNDATION warrants and represents that it has full ownership
of, or otherwise has authority to license, the names and/or logos of the FOUNDATION
and the Texas Rangers Baseball club licensed in Section 1(b).
(b) FOUNDATION warrants and represents that it has full ownership
of, or otherwise has authority to authorize use of, the names and/or logos of the
FOUNDATION and the Texas Rangers Baseball club for which use is authorized in
Section 2(b) above.
(c) FOUNDATION warrants and represents that it has full access to
and can provide all promotions outlined in Section 4 above.
10. Default.
(a) The FOUNDATION shall be in default hereunder if the
FOUNDATION (i) fails to make any payment to MLS as required by the provisions
hereof, which failure is not cured within forty five (45) days after notice thereof to the
FOUNDATION or (ii) fails to perform in any material respects any obligation on its part
to be performed under the provisions of this AGREEMENT, which breach is not cured
within thirty (30) days after notice thereof to the FOUNDATION. Upon the occurrence of
any uncured default by the FOUNDATIAON, as described in this Section 10(a), the
CITY and MLS shall have any and all rights and remedies against the FOUNDATION as
Item 4F - 8
Texas Rangers Miracle Field Agreement
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may be provided at law or in equity, including the right to terminate this AGREEMENT
without further liability to the CITY or MLS.
(b) The CITY shall be in default hereunder if the CITY fails to materially
perform any obligation on its part to be performed under the provisions of this
AGREEMENT, which breach shall not be cured with thirty (30) days after notice thereof
to CITY. A material breach of this AGREEMENT shall include the FIELD not being
ready for use by MLS for Miracle League program play by January 1, 2015. In the
event the FIELD is not ready for use by such date, CITY shall return all payments made
by MLS per the terms of this AGREEMENT and this AGREEMENT shall terminate.
Upon the occurrence of any uncured default by CITY as described in this Section 10(b),
the FOUNDATION shall have any and all rights and remedies against CITY as may be
provided at law or in equity, including the right to terminate this AGREEMENT without
further liability to the FOUNDATION.
(c) MLS shall be in default hereunder if MLS fails to materially perform
any obligation on its part to be performed under the provisions of this AGREEMENT,
which breach shall not be cured with thirty (30) days after notice thereof to MLS. In the
event the FIELD is not ready for use by January 1, 2015, MLS shall return all payments
made by the FOUNDATION per the terms of this AGREEMENT and this AGREEMENT
shall terminate. Upon the occurrence of any uncured default by MLS as described in
this Section 10(c), the FOUNDATION and City shall have any and all rights and
remedies against MLS as may be provided at law or in equity, including the right to
terminate this AGREEMENT without further liability to the FOUNDATION or CITY.
(d) (1) When any provision of this AGREEMENT provides that the
FOUNDATION and MLS will mutually agree on a particular matter ("Open Matter"), the
failure of the parties to reach such mutual agreement on such Open Matter shall not be
deemed a default by either party hereunder, and neither party shall have the right to
terminate this AGREEMENT by reason of the failure of the parties to reach such mutual
agreement.
(2) (A) If the parties hereto, after using their best efforts, are
unable to agree on an Open Matter, such Open Matter shall be submitted to a mutually
agreed on person, entity or body from whom a person can be selected to serve as
mediator ("Mediator") for the purposes of resolving such dispute in accordance with the
procedures set forth herein. A first and second alternative shall also be selected to
serve as a replacement should the Mediator be unwilling or unable to serve. Any
individual or entity selected shall not have any financial or personal interest in the Open
Matter subject to resolution. Each of the parties to the dispute shall submit a written
account of the dispute regarding the Open Matter to the Mediator. Each party's written
account to the Mediator shall be submitted with sufficient supporting data to enable the
Mediator to understand the issues involved. Each party may be represented by persons
of their choice. The names and addresses of such persons shall be promptly
communicated in writing to all parties to the dispute and the Mediator.
(B) If, the Mediator will fix a time and date that is
agreeable to all parties to hold a mediation session to be held in the Dallas/Fort Worth
Item 4F - 9
Texas Rangers Miracle Field Agreement
Page 7 of 10
metropolitan area for the parties to the dispute, their respective representatives and the
Mediator. To the extent the Mediator deems it necessary or desirable, he or she may
obtain expert advice concerning technical issues raised in the dispute, provided the
parties agree on and assume the expenses of obtaining such advice. All confidential
information submitted in writing, or communicated orally, to the Mediator shall be kept
strictly confidential by the Mediator.
(C) The parties to this AGREEMENT expressly agree to
submit the dispute to non -binding mediation and to mediate the dispute in good faith.
(D) Each party to such mediation shall bear its own costs
and expenses arising out of such mediation and shall share equally the costs, expenses
and fee of the Mediator.
11. Liability Insurance. MLS or its Managers agrees to maintain liability
insurance in the amount of not less than One Million Dollars ($1,000,000.00) combined
single limit per occurrence and Two Million Dollars ($2,000,000.00) aggregate covering
activities in and around the Field, and to cause Texas Rangers Baseball Foundation,
Rangers Baseball LLC, the CITY and their present and future subsidiaries, affiliates,
partners, officers, directors, employees, stakeholders, shareholders, agents, other
representatives, successors and assigns and their respective subsidiaries,
representatives, successors and assigns to be named as additional insured under such
liability insurance policy. MLS or its Managers shall furnish the FOUNDATION annually
with a certificate of insurance evidencing that such liability insurance is in existence and
continues in full force and effect.
12. Indemnification.
(a) MLS agrees to defend, indemnify, and hold harmless Texas
Rangers Baseball Foundation, Rangers Baseball LLC, the CITY and their present and
future subsidiaries, affiliates, partners, officers, directors, employees, stakeholders,
shareholders, agents, other representatives, successors and assigns and their
respective subsidiaries, affiliates, partners, officers, directors, employees, stakeholders,
shareholders, agents, other representatives, successors and assigns [collectively the
"Indemnified Parties"], from and against any and all losses, liabilities, damages, claims,
demands, suits and judgments (collectively, "Claims") including, without limitation,
attorneys' fees and the costs of any legal action, arising out of: (i) any breach of this
AGREEMENT by MLS and all costs incurred by the FOUNDATION or any of the
Indemnified Parties (including but not limited to attorney's fees) as a result of any
breach of this AGREEMENT or the enforcement of this AGREEMENT against MLS and
(ii) the operation of the Field or the playing of any games or events on the Field. MLS
and the Foundation agree that the CITY is solely responsible for the construction and
maintenance of the FIELD, MLS is solely responsible for operation of the Miracle
League program in Southlake. and, as between MLS and the Rangers, MLS shall be
solely liable for any claims or damages relating to Operation of the Miracle League
program and as between CITY and Rangers, City shall be solely liable for any claims or
damages relating to the construction and maintenance of the FIELD.
Item 4F - 10
Texas Rangers Miracle Field Agreement
Page 8 of 10
(b) The FOUNDATION agrees to defend, indemnify, and hold harmless
MLS and CITY and their present and future subsidiaries, affiliates, partners, officers,
directors, employees, stakeholders, shareholders, agents, other representatives,
successors and assigns and their respective subsidiaries, affiliates, partners, officers,
directors, employees, stakeholders, shareholders, agents, other representatives,
successors and assigns [collectively the "Indemnified Parties"], from and against any
and all losses, liabilities, damages, claims, demands, suits and judgments (collectively,
"Claims") including, without limitation, attorneys' fees and the costs of any legal action,
arising out of any breach of this AGREEMENT by the FOUNDATION and all costs
incurred by MLS, CITY, or any of the Indemnified Parties (including but not limited to
attorney's fees) as a result of any breach of this AGREEMENT or the enforcement of
this AGREEMENT against the FOUNDATION.
13. Notices. Each notice, request, demand, consent, approval or other
communication required or permitted under this AGREEMENT (collectively, "notices")
shall be in writing and shall be deemed to be given if hand delivered with receipt
therefore, sent by Federal Express or other overnight courier service, or sent by
facsimile machine (with confirmation of receipt). Any such notices shall be deemed
given when received or when delivery is refused. All notices addressed to MLS shall be
sent to Miracle League of Southlake, P.O. Box 92173, Southlake, Texas 76092,
Attention: Phillip Meyer. All notices addressed to the FOUNDATION shall be sent to
Texas Rangers Baseball Foundation, 1000 Ballpark Way, Suite 400, Arlington, Texas,
76011, Attention: Foundation President, with a copy to Legal Counsel. All notices
addressed to the CITY shall be sent to City of Southlake, Attention: Chris Tribble,
Director of Community Services, 1400 Main Street, Suite 210, Southlake, Texas 76092.
14. Bind and Inure. This AGREEMENT shall be binding on, and shall
inure to the benefit of, the parties hereto and their successors and permitted assigns.
15. Entire AGREEMENT. This AGREEMENT sets forth the entire
AGREEMENT between the parties with respect to the subject matter hereof, and there
are no AGREEMENTs between them, written or oral, relating to the subject matter
hereof, other than as set forth in this AGREEMENT.
16. Governing Law & Exclusive Venue. This AGREEMENT shall be
governed by the laws of the State of Texas and, if any proceeding whatsoever, in law or
in equity, should arise out of this AGREEMENT, the venue for such proceedings must
be in Tarrant County in the State of Texas.
17. Severability. If any term or provisions of this AGREEMENT or the
application thereof to any persons or circumstances shall, to any extent, be invalid or
unenforceable, the remainder of this AGREEMENT or the application of such term or
provision to persons or circumstances other than those as to which it is held invalid or
unenforceable shall not be affected thereby, and each term and provision of this
AGREEMENT shall be valid and enforceable to the fullest extent permitted by law.
18. Waivers. No change or modification of this AGREEMENT shall be
valid unless the same is in writing and signed by MLS, CITY and the FOUNDATION, or
Item 4F - 11
Texas Rangers Miracle Field Agreement
Page 9 of 10
their respective successors or assigns. No waiver of any of the provision of this
AGREEMENT, or any other AGREEMENT referred to herein, shall be valid unless in
writing and signed by the party against whom it is sought to be enforced.
19. Representations and Warranties. Each of MLS, CITY and the
FOUNDATION represents and warrants to the others as follows: (i) it is duly organized,
validly existing and in good standing under the laws of the jurisdiction of its organization;
(ii) it has the requisite power to execute and deliver this AGREEMENT; (iii) its execution
and delivery of this AGREEMENT has been duly authorized by all necessary governing
body actions; and (iv) it has obtained any consent or approval necessary for it to
execute and deliver this AGREEMENT.
20. Assignment. It is understood and agreed that the FOUNDATION will not
have the right to assign its rights or delegate its duties hereunder except to an Affiliate
or successor in interest of the FOUNDATION. It is further understood and agreed that
MLS shall not have the right to assign its rights or delegate its duties hereunder except
to an Affiliate or successor in interest of MLS; provided, however, MLS shall have the
right to collaterally assign its rights under this AGREEMENT and/or grant a security
interest in this AGREEMENT to any third -party lenders that provide a loan to MLS
and/or its Affiliates, with the consent of the FOUNDATION, which loan may be secured
by this AGREEMENT and MLS's rights hereunder.
IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the
day and year first above written.
Texas Rangers Baseball Foundation
Name -Jim Sundberg
Title: President
Item 4F - 12
Texas Rangers Miracle Field Agreement
Page 10 of 10
Miracle League of Southlake
Name -Phillip Meyer
Title: President
City of Southlake, Texas
Name -John Terrell
Title: Mayor
Attest:
Alicia Richardson, TRMC, City Secretary
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