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June 8, 2010 Agenda
AGENDA CITY OF DENTON CITY COUNCIL June 8, 2010 After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in 2nd Tuesday Session on Tuesday, June 8, 2010 at 4:00 p.m. in the City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: NOTE: A 2nd Tuesday Session is used to explore matters of interest to one or more City Council Members or the City Manager for the purpose of giving staff direction into whether or not such matters should be placed on a future regular or special meeting of the Council for citizen input, City Council deliberation and formal City action. At a 2nd Tuesday Session, the City Council generally receives informal and preliminary reports and information from City staff, officials, members of City committees, and the individual or organization proposing council action, if invited by City Council or City Manager to participate in the session. Participation by individuals and members of organizations invited to speak ceases when the Mayor announces the session is being closed to public input. Although 2nd Tuesday Sessions are public meetings, and citizens have a legal right to attend, they are not public hearhi gs, so citizens are not allowed to participate in the session unless invited to do so by the Mayor. Any citizen may supply to the City Council, prior to the beginning of the session, a written report regarding the citizen's opinion on the matter being explored. Should the Council direct the matter be placed on a. regular meeting agenda, the staff will generally prepare a final report defining the proposed action, which will be made available to all citizens prior to the regular meeting at which citizen input is sought. The purpose of this procedure is to allow citizens attending the regular meeting the opportunity to hear the views of their fellow citizens without having to attend two meetings. 1. Receive a report, hold a discussion, and give staff direction regarding amendments to the Rayzor Ranch Overlay District (RROD) Section 35.7.15 of the Denton Development Code (DDC) (Z10-0010, Rayzor Ranch South Town Center). Specifically, the applicant's proposal includes: a. Modifying certain previously approved development standards, b. Proposing an increase to Multi-family density on the Southern Tract, C. Replacing the previously approved Master Site Plan with a. Conceptual/Schematic Plan on the Southern Tract, d. Amending and adding definitions to land uses e. Amending and defining landscape guidelines, f. Amending and defining architectural guidelines, and g. Amending and defining signage guidelines. 2. Receive a report, hold a discussion, and give staff direction regarding nominations/appointments to the City Council committees and the City's boards and commissions. Following the completion of the 2nd Tuesday Session, the Council will convene in a. Closed Session to consider the specific items listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a. Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, including without limitation, Sections 551.071-551.086 of the Texas Open Meetings Act. 1. Closed Meeting: City of Denton City Council Agenda. June 8, 2010 Page 2 A. Deliberations regarding Consultation with the City Attorney - Under Texas Government Code Section 551.071, Deliberations regarding Economic Development Negotiations - Under Texas Government Code Section 551.087. 1. Receive a report and hold a discussion regarding legal issues on matters in which the duty of the attorney to the governmental body under the Texas Disciplinary Rules of Professional conduct of the State Bar of Texas clearly conflicts with the provisions of the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Also hold a discussion regarding granting economic development incentives to Allegiance Hillview, LP with respect to development at Rayzor Ranch. This discussion shall include commercial or financial information the City Council has received from Allegiance Development which the City Council seeks to have locate, stay, or expand in or near the territory of the city, and with which the city council is conducting economic development negotiations; including the offer of financial or other incentives. B. Consultation with Attorney - Under Texas Government Code, Section 551.071; Certain Public Power Utilities: Competitive Matters - Under Texas Government Code, Section 551.086. 1. Discuss, deliberate and receive information from staff regarding public power competitive and financial issues involved with the proposed "Further Agreement"; the proposed "Agreement Related to Adoption of Amendment to Power Sales Contract Between Texas Municipal Power Agency, City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, and City of Greenville, Texas"; and the proposed "Amended Power Sales Contract Between Texas Municipal Power Agency and City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas and City of Greenville, Texas." Consultation with the city's attorneys regarding legal issues associated with the three above-stated proposed agreements respecting Texas Municipal Power Agency matters, where such discussion and deliberation in an open meeting would have a detrimental effect on the position of the City Council and would clearly conflict with the duty of the City's attorneys to the City of Denton, Texas and to the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. C. Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. 1. Deliberate and discuss the appointment and duties of public officers to boards or commissions exercising discretionary or rule making power as opposed to purely advisory powers, which includes without limitation the Health and Building Standards Commission, the Historic Landmark Commission, the Planning and Zoning Commission, and the Zoning Board of Adjustment. City of Denton City Council Agenda. June 8, 2010 Page 3 Following the completion of the Closed Session, the Council will meet in Open Session to consider the following: 1. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the "Further Agreement" regarding Texas Municipal Power Agency, a. Texas Joint Powers Agency ("TMPA"), and its four Member Cities, the Cities of Bryan, Denton, Garland and Greenville, Texas; authorizing the City Manager to act on the City's behalf in executing the "Further Agreement" together with any and all necessary supporting documents; and to take such other and further actions as are necessary in order to effectuate and finalize the "Further Agreement"; authorizing the delivery of said "Further Agreement" to TMPA and its three other Member Cities; authorizing the expenditure of any funds therefor; and declaring an effective date. 2. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the "Agreement Related to Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency ("TMPA"), City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, and City of Greenville, Texas ("Member Cities"); authorizing the City Manager to act on the City's behalf in executing the "Agreement Related to Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas" together with any and all necessary supporting documents; to take such other and further actions as are necessary in order to effectuate and finalize the aforesaid Agreement; conditioning the approval of this ordinance upon the acceptance and approval by each of the governing bodies of Texas Municipal Power Agency, and the Cities of Bryan, Garland and Greenville, Texas; and to take such other and further actions as are necessary in order to effectuate and finalize the aforesaid Agreement; authorizing the delivery of the aforesaid Agreement to TMPA and its Member Cities; authorizing the expenditure of any funds therefore; and declaring an effective date. 3. Consider adoption of an ordinance of the City of Denton, Texas approving and authorizing the "Amendment to Power Sales Contract between Texas Municipal Power Agency and City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas"; authorizing the City Manager to act on the City's behalf in executing the "Amendment to Power Sales Contract between Texas Municipal Power Agency, and City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas" together with any and all necessary supporting documents; and to take such other and further actions as are necessary to effectuate and finalize the aforesaid Amendment to Power Sales Contract; conditioning the approval of this ordinance upon the acceptance and approval by the governing bodies of Texas Municipal Power Agency, and the Cities of Bryan, Garland and Greenville, Texas; authorizing the delivery of the aforesaid Amendment to Power Sales Contract to TMPA and its three other Member Cities; authorizing the expenditure of any funds therefor; and declaring an effective date. City of Denton City Council Agenda. June 8, 2010 Page 4 CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of 2010 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM IS ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800- RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. AGENDA INFORMATION SHEET AGENDA DATE: June 8, 2010 DIVISION: Planning and Development ACM: Fred Greene SUBJECT Receive a report, hold a discussion, and give staff direction regarding amendments to the Rayzor Ranch Overlay District (RROD) Section 35.7.15 of the Denton Development Code (DDC) (Z10- 0010, Rayzor Ranch South Town Center, Erica. Marohnic and Chuck Russell). Specifically, the applicant's proposal includes: a. Modifying certain previously approved development standards, b. Proposing an increase to Multi-family density on the Southern Tract, c. Replacing the previously approved Master Site Plan with a. Conceptual/Schematic Plan on the Southern Tract, d. Amending and adding definitions to land uses e. Amending and defining landscape guidelines, f Amending and defining architectural guidelines, and g. Amending and defining signage guidelines. BACKGROUND Allegiance Hillview, L.P. and Red Development are proposing to amend the Rayzor Ranch Overlay District and provide for design standards related to signage, landscaping and architecture for the area known as the Town Center and residential areas within Rayzor Ranch South. On March 27, 2007, the City Council approved the creation of the Rayzor Ranch Overlay District. Section 35.7.13.1 of the Overlay District ordinance states: "The purpose of establishing the Rayzor Ranch Overlay District is to: Ensure compatibility of new construction with the existing scale and characteristics of surrounding properties; and Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and Provide within the Rayzor Ranch area a combination of land uses arranged and designed in accordance with sound site planning principles and development techniques; and in such a. manner as to be properly related to each other, the immediate surrounding area, the planned mobility system, and other public facilities such as water and sewer systems, parks, schools and utilities; and 1 Encourage a more creative approach in the utilization of land in order to accomplish an efficient, aesthetic, and desirable development which may be characterized by special features of the geography, topography, size or shape of a particular property and to accomplish a more economical and efficient use of land. Within the last year, changing circumstances, including the introduction of a new development team, have caused the applicant to re-evaluate the original site plan, location and type of land uses, landscaping and overall design that were previously approved by the City Council on the Southern Tract. As requests for amendments are brought forward for consideration, staff continues to refer to the above purpose statement as a guide in making recommendations. Generally speaking, the following information is still accurate but is subject to change and possible future requests for amendments, particularly on the Southern Tract. Northern Tract: The applicant is in the process of developing approximately 892,000 total square feet of commercial uses on the Northern tract which consists of 454,000 square feet in three "big box" retail centers, 287,000 square feet of smaller "junior box" retail uses, 100,000 square feet of stand-alone retail, office and restaurant uses in addition to single family detached and attached units (townhomes). The retail portion of the Northern Tract comprises of approximately 107 acres with the remaining 46 acres containing the residential area. The Northern Tract includes open space that is being set aside to serve primarily as a drainage and water quality feature. The applicant worked with staff to utilize the latest guidelines from the North Central Texas Council of Governments regarding control of the materials that typically flow off of commercial property during storms. The drainage feature is the first of its kind in Denton and helps to prevent materials from entering North Lakes pond across Bonnie Brae Street from the site. The approved commercial zoning for the Northern Tract is based on the Regional Center Commercial Downtown (RCC-D) zoning district as modified by the Overlay District. The permitted uses were modeled on the attached site plan in Exhibit 3 and continue to be consistent with the latest development plans of the applicant. The request to change the base zoning for the proposed single family residential subarea will be brought forward for public hearing at a later date. Southern Tract: Through this overlay amendment, the applicant is dividing and referring to the Southern Tract as three sub districts: Town Center (RR-1), South RR-2 and the South Mixed Use area. The request includes land use regulations, architectural, landscape and signage guidelines for the Town Center (RR-1) and South RR-2 area. The regulations and guidelines for the South Mixed Use area will be requested at a later date. The applicant's intent to develop approximately 1,000,000 square feet of commercial uses on the Southern Tract which would include the Town Center (RR-1), standalone retail, restaurants and 2 grocery store uses within the South RR-2 area. The area designated at Town Center seeks to deviate from the approved Master Site Plan in that the actual layout with specifically identified buildings, parking lots and open spaces will be replaced with a more conceptual plan. The intent of this departure from the Master Site Plan is to allow the developer flexibility in design and the ability to accommodate future tenants needs while still delivering a viable high quality outdoor shopping center. A significant portion of the area that was originally designated for approximately 360,000 square feet of office space is designated to be replaced with a proposed children's hospital (Phase I contains approximately 75,000 square feet). The applicant is currently entitled to develop approximately 185 single family detached units, 496 single family attached units (townhomes) and up to 750 multifamily units on the Southern Tract. Through this proposal an additional 1,050 multifamily units is proposed within a "Density Zone" boundary. One gas well pad near the intersection of Scripture Street and Bonnie Brae was approved through Specific Use Approval (509-0006, Ord. No. 2009-257) and has since commenced drilling activities. The Southern Tract will also include approximately 18.21 acres of park land which includes a 15-acre central park that is planned to contain an outdoor entertainment facility and one or two museums. On March 27, 2007, the City Council approved a. Comprehensive Plan amendment for the Northern Tract from "Neighborhood Centers", "Existing Land Use" and "Community Mixed Use Centers" land use designations to "Regional Mixed Use Centers" and "Neighborhood Centers" land use designations. The Council also approved the first phase of the Rayzor Ranch Overlay District for the entire 410 acre Rayzor Ranch site and a rezoning of 53.65 acres of the Northern Tract from Neighborhood Residential Mixed Use 12 (NRMU-12), Neighborhood Residential Mixed Use (NRMU) and Community Mixed Use General (CM-G) zoning districts to a base zoning district of Regional Center Commercial Downtown (RCC-D) as modified by the Overlay District. On May 15, 2007, the City Council approved a. Comprehensive Plan amendment for the Southern Tract from "Neighborhood Centers" to "Regional Mixed Use Centers" and "Neighborhood Centers" land use designations. The Council also approved the second phase of the Rayzor Ranch Overlay District which amended the standards of the District and provided for a zoning change on approximately 223 of the total 410 acres of land from Neighborhood Residential 6 (NR-6), Neighborhood Residential Mixed Use 12 (NRMU-12), Neighborhood Residential Mixed Use (NRMU) and Community Mixed Use General (CM-G) zoning districts to a base zoning district of Regional Center Commercial Downtown (RCC-D). The zoning change request included approximately 53 acres within the Northern Tract and 170 acres within the Southern tract. On January 8, 2008, the City Council approved the third phase of the Rayzor Ranch Overlay District which amended the standards of the District and provided for a zoning change on approximately 87 of the total 410 acres of land within the District from Neighborhood Residential 6 (NR-6) and Neighborhood Residential Mixed Use (NRMU) districts to base zoning 3 districts of Regional Center Commercial Downtown (RCC-D) and Neighborhood Residential Mixed Use (NRMU). The amended standards were as follows: 1. Permitted single family detached (up to 185 units), single family attached (up to 496 units), multifamily (up to 750 units) and office uses in the Southern Tract subject to conditions that would require phasing of multifamily to ensure a mixed use project was developed. 2. Corrected the zoning boundary description to match subsequent plats. 3. Replaced the Master Site plan with the most updated version to reflect the latest development layout. 4. Added language that clearly defined maintenance of private areas by a. Homeowners Association or a. Property Owners Association. 5. Ensured all ordinance exhibits are correct. 6. Corrected conflicting language between wood fence and masonry wall requirements as they are located behind the large retail boxes. 7. Delayed requirement to install buffer landscaping on Bonnie Brae until after DME substation and a proposed 36" waterline have been completed. 8. Allowed residential phases to move forward conceptually, required detailed site plan at a later time. 9. Required Specific Use Permits for all gas well development. On April 9, 2008, the Planning and Zoning Commission was asked to consider an amendment to the development standards of the Overlay District. The applicant requested to amend the architectural standards to permit construction of a proposed Best Buy retail store that would be designed with architectural elements that were not in compliance with the District. During the entitlement phase of this development staff had noted on several occasions that this project would be designed with a central architectural theme and vernacular that would unify the Town Center and Marketplace and provide a color palette that would limit the permissible colors. Staff felt that it was imperative to maintain the integrity of the established guidelines. The Planning and Zoning Commission recommended denial of the request and the item was not appealed to City Council. On November 4, 2008, the City Council approved the fourth phase of Rayzor Ranch which amended the development standards and exhibits of the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. The amended standards are summarized as follows: 4 1. All references to required drainage improvements within North Lakes Park were removed, including payment of a $250,000 park improvement fee. 2. The tree mitigation requirements were modified such that the overall tree mitigation and landscaping percentages were not impacted. 3. Architectural standards were modified to reflect a recent push to develop more hospital and medical related uses on the Southern Tract south of the proposed Panhandle Drive and north of Scripture Street. 4. Allowed architectural accent and accent colors on buildings that are consistent with a. "Signature Trade Dress" for a specific user as long as the element is part of the user's National Trade Dress and the overall building architecture still meets the Rayzor Ranch standards. 5. Updated the transportation requirements to reflect current construction planning. 6. Updated the Rayzor Ranch Special Sign District to permit four detached pylon signs within the Northern Tract along I-35, U.S. 380 and Bonnie Brae. On May 5, 2009 the City Council approved an amendment to Section 35.7.13.9 of the Rayzor Ranch Overlay District that authorizes limited administrative authority by the City Manager to consider staff recommended architectural changes that are deemed to be essential to the viability of the project without jeopardizing the overall architectural theme and compatibility of Rayzor Ranch. Proposed architectural deviations will not be allowed to promote a design that is fundamentally inconsistent with the overall site design aesthetic or unique attributes of Rayzor Ranch. Staff will be requesting that proposed deviations be mitigated or offset with complementary public space enhancements, much like the concept of an Alternative Development Plan. On May 20, 2009, the Planning and Zoning Commission recommended approval of the following: 1. Additional language for the Architectural Guidelines section of the Overlay District. These provisions will focus on the commercial development outside of the three "big boxes" (Sam's, Wal-Mart and Lowes) north of U.S. 380. 2. Additional language regarding landscaping and a detailed landscape plan for the area. north of U. S. 3 80. 3. Additional language and exhibits for the Rayzor Ranch Special Sign District. The Commission tabled the following items for future consideration: 5 4. Replacing the Master Site Plan and Concept Plan with a conceptual plan that allows shifting of buildings and minor modifications without going through a full amendment procedure. 5. Proposed uses along the I-35 corridor south of U.S. 380 and corresponding changes to the Overlay District subarea map as well as a new definition for the use "Townhouse". On July 21, 2009, the City Council approved an amendment to the Rayzor Ranch Overlay District, providing additional language for the Architectural Guidelines section with focus on the commercial development outside of the three "big boxes" (Sam's, Wal-Mart and Lowes) north of U.S. 380. Additional language regarding landscaping and a detailed landscape plan for the area. north of U.S. 380. Additional language and exhibits for the Rayzor Ranch Special Sign District. The Commission tabled the following items for future consideration. On October 6, 2009, the City Council approved an SUP to allow for gas well drilling and production on approximately 3 acres at the southeast corner of Bonnie Brae Road and Scripture Street. A more detailed description and analysis of the proposed amendments to the landscaping, architectural and sign provisions are provided below in Exhibit 1. PRIOR ACTION/REVIEW 1. December 6, 2006 Planning and Zoning Commission Work Session Regarding Proposed Mobility Plan Amendment for Rayzor Ranch 2. January 10, 2007 Planning and Zoning Commission Public Hearing Regarding Proposed Mobility Plan Amendment for Rayzor Ranch (The Commission recommended approval 7-0) 3. February 20, 2007 City Council Public Hearing Regarding Proposed Mobility Plan amendment for Rayzor Ranch (The Council approved 7-0) 4. February 21, 2007 Planning and Zoning Commission Work Session Regarding Northern Tract Comprehensive Plan Amendment 5. February 28, 2007 Planning and Zoning Commission Work Session Regarding Proposed Rayzor Ranch Overlay District 6. March 7, 2007 Planning and Zoning Commission Work Session Regarding Proposed Rayzor Ranch Overlay District 7. March 14, 2007 Planning and Zoning Commission Work Session and Public Hearing Regarding Northern Tract Comprehensive Plan Amendment and First Phase of Rayzor Ranch Overlay District (The Planning and Zoning Commission recommended approval 7-0) 8. March 27, 2007 City Council Public Hearing Regarding Northern Tract Comprehensive Plan Amendment and First Phase of Rayzor Ranch Overlay District (The City Council Approved 7-0) 9. April 2, 2007 City Council Work Session Regarding Southern Tract Comprehensive Plan Amendment and Remaining Phases of Rayzor Ranch Overlay District 10. April 18, 2007 Planning and Zoning Commission Regarding Work Session Regarding Southern Tract Comprehensive Plan Amendment and Remaining Phases of Rayzor 6 Ranch Overlay District 11. May 9, 2007 Planning and Zoning Commission Work Session and Public Hearing Regarding Southern Tract Comprehensive Plan Amendment and Second Phase of Rayzor Ranch Overlay District and Rezoning. (The Commission recommended approval 7-0) 12. May 15, 2007 City Council Public Hearing Regarding Completion of the Comprehensive Plan Amendment and Second Phase of Rayzor Ranch Overlay District (City Council Approved 7-0) 13. November 28, 2007 Planning and Zoning Commission Work Session and Public Hearing Regarding Third Phase of Rayzor Ranch Overlay District and Rezoning. (The Commission recommended approval 6-0) 14. January 8, 2008 City Council Public Hearing Regarding Third Phase of Rayzor Ranch Overlay District and Rezoning (City Council Approved 7-0) 15. March 26, 2008 Planning and Zoning Commission Public Hearing Regarding Amendment to Design Standards of the Rayzor Ranch Overlay District for Proposed Best Buy Elevation. (The Commission tabled the item) 16. April 9, 2008 Planning and Zoning Commission Public Hearing Regarding Amendment to Design Standards of the Rayzor Ranch Overlay District for Proposed Best Buy Elevation. (The Commission recommended denial, 3-2, item was not appealed to City Council) 17. April 23, 2008 Planning and Zoning Commission approved a variance to Subchapter 35.20.4.G of the Denton Development Code regarding separation of driveways. (The Commission approved 7-0) 18. June 11, 2008 Planning and Zoning Commission Work Session and Public Hearing regarding establishment of a. Special Sign District. (The Commission approved 6-0) 19. June 17, 2008 City Council Work Session Regarding Multiple Rayzor Ranch Issues and Public Hearing Regarding Establishment of a. Special Sign District. (The Council approved) 20. September 24, 2008 Planning and Zoning Commission Work Session Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 21. October 7, 2008 City Council Work Session Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 22. October 8, 2008 Planning and Zoning Commission Work Session Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 23. October 22, 2008 Planning and Zoning Commission Public Hearing Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 24. November 4, 2008 City Council Public Hearing Regarding Proposed Amendments to the Rayzor Ranch Overlay District. 25. December 9, 2008 City Council Work Session Regarding Trade Dress. 26. December 9, 2008 City Council Public Hearing Regarding Rayzor Ranch Sign District amendments to permit four detached pylon signs within the Northern Tract. 27. February 3, 2009 City Council Work Session Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 7 28. April 22, 2009 Planning and Zoning Commission Work Session and Public Hearing Regarding Amendment authorizing limited administrative authority by the City Manager. 29. May 5, 2009 City Council Public Hearing Regarding Amendment authorizing limited administrative authority by the City Manager. 30. May 6, 2009 Planning and Zoning Commission Work Session and Public Hearing Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 31. May 20, 2009 Planning and Zoning Commission Work Session and Public Hearing Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 32. June 16, 2009 City Council Work Session Regarding Proposed Amendments to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 33. July 21, 2009, the City Council approved an amendment to the Rayzor Ranch Overlay District and the Rayzor Ranch Special Sign District. 34. October 6, 2009 City Council approved an SUP to allow for gas well drilling and production on approximately 3 acres at the southeast corner of Bonnie Brae Road and Scripture Street. 35. April 6, 2010 City Council Work Session regarding proposed amendments to the Rayzor Ranch Overlay District, specifically the south side. 36. April 14, 2010 Planning Zoning Commission Work Session regarding proposed amendments to the Rayzor Overlay District, specifically the south side. EXHIBITS 1. Staff Report 2. Aerial of Subject Property 3. Existing Master Site Plan 4. Concept/Schematic Plan 5. Bubble Plan 6. Density Zone 7. South Side Sign Districts 8. Synopsis Matrix Prepared by: Aga e-wo-&~ Erica. Marohnic, AICP Senior Planner Respectfully submitted by: for Mark Cunningham, AICP, CPM Director, Planning and Development 8 CITY OF DENTON DEVELOPMENT REVIEW COMMITTEE STAFF REPORT P&Z Date: May 26, 2010 TYPE: Overlay Amendment CC Date: June 15, 2010 PROJECT Z10-0010 Project Number: Z10-0010 Request: Amendment to the Rayzor Ranch Overlay District, Section 35.7.15 of the Denton Development Code (DDC) superseding the previously approved standards, architectural, landscape and signage requirements associated with the Rayzor Ranch Overlay District pertaining to the Town Center and Residential development on the south side. The subject site is located within a. Regional Center Commercial Downtown (RCC-D) and a. Neighborhood Residential Mixed Use (NRMU) zoning and use district on approximately 239.05 acres. The property is located south of U.S. 380, north of Scripture Street, west of Bonnie Brae Road and east of Interstate Highway 35 (I-35). Applicant: Allegiance Hillview, LP 5221 N. O'Conner Blvd., Ste. Suite 700 Irving, TX 75039 Red Development, LLC 6263 N. Scottsdale Rd., Suite 330 Scottsdale, AZ 85250 Property Owner: Allegiance Hillview, LP 5221 N. O'Conner Blvd., Ste. Suite 700 Irving, TX 75039 Location: 239.05 acres located at the southeast corner of U.S. 380 (University Drive) and Interstate 35 (I-35) within the B.B.B. & C.R.R Survey Abstract No. 192. Size: 239.05 acres Zoning Designation: Regional Center Commercial Downtown (RCC-D) and Neighborhood Residential Mixed Use (NRMU) Future Land Use: Regional Mixed Use Centers and Neighborhood Centers Case Planner: Chuck Russell, AICP Erica. Marohnic, AICP DRC Findings/Recommendation Page 1 of 5 6 3 2010 839 F _1.M Case#: Z10-0010 Summary of Analysis: Allegiance Hillview, L.P. and Red Development are proposing to amend the Rayzor Ranch Overlay District for approximately 239.05 acres located on the south side of U.S. 380 and west of Bonnie Brae Road; provide for design standards related to signage, landscaping and architecture for the area known as the Town Center (RR-1) and RR-2 mixed use areas within Rayzor Ranch South. The applicant also proposes to increase density or create a "density ring" around the 15+ acre park area currently identified on the Master Site Plan (See Exhibit 3) and to replace Master Site Plan for the Southern Tract only, a more flexible Concept/Schematic Plan (See Exhibit 4) featuring a "Bubble Plan" (See Exhibit 5) component to the Town Center (RR-1) area that allows development to occur without a full amendment procedure being considered by the Planning and Zoning Commission and approved by the City Council. Community Input: A neighborhood meeting was held on April 27, 2010 at 6:30 PM-9:00 PM at the North Lakes Recreational Facility. Approximately 40 people were in attendance, excluding City staff and the Applicant's staff. Residents and property owners within 500 feet of the subject site where invited to attend and learn about the rezone proposal. After introductions by Rex Paine, Charles Hodges (Hodges & Associates) and Steve Backman (Red Development) presented the proposed amendments to the Razor Ranch Overlay District. The following statements indicated as neighborhood concerns: 1. Gas well environmental protection measures and assurance. 2. Document detailing the original plan versus the proposed changes. Also, change in square footage. 3. Price of homes and rentals. 4. The number of rooms per rental unit. 5. Existing zoning and density. 6. Types of single family such as cottages. 7. Zoning and change of uses along Bonnie Brae. 8. Traffic flow in and out of the site. 9. Panhandle current hazards and proposed improvements. 10. Speculative zoning regarding the multifamily residential portion. 11. Not interested in the commercial Town Center as much as the increase multifamily density. 12. Stopping the transition of commercial uses along Bonnie Brae. 13. Height of proposed multifamily. 14. Is there already a developer for the multifamily portion? 15. Request to work with the City and neighborhoods in the future to move forward in a. positive/constructive manner. 16. Don't fight with each other but work with each other, write to the Texas Railroad Commission. 17. Appreciate low density housing along Bonnie Brae within Rayzor Ranch. 18. Traffic permeating into surrounding neighborhoods. 19. "I'm going to fight this density." 20. Give us more concrete info on the multifamily housing once a developer is secured and come back to use later. 21. More neighborhood meetings in the future. DRC Findings/Recommendation Page 2 of 5 6 3 2010 839 F _1.M Case#: Z10-0010 Summary of Surrounding Zoning Designations and Current Land Use Activity: Adjacent zoning districts include Regional Center Commercial Downtown (RCC-D) and Community Mixed Use General (CM-G) to the north, Downtown Residential 3 (DR-3) to the east, Industrial Center Employment (IC-E) to the west and Downtown Commercial General (DC- G) to the south. The majority of the subject site is undeveloped except for an active gas well near the corner of Scripture Street and Bonnie Brae Road and an adjacent rehabilitation center, Select Medical. Adjacent uses existing and developing commercial retail uses to the north, single-family development and smaller commercial office uses to the east, I-35 and some commercial development to the west and commercial medical uses to the south across Scripture Street. All immediately surrounding uses are developed or are under development. Analysis of Applicant's Proposed Amendments: A. Concept/Schematic and Bubble Plans The proposed amendment seeks to replace the existing Master Site Plan on the Southern Tract with a more loosely formed Concept/Schematic Plan with a "bubble plan" within the Town Center area (RR-1) and South RR-2 areas so that maximum site planning potential may be afforded. These two plan components are designed to work together to show the general location of internal and external streets, other means of access, open spaces, natural resources, uses, density, intensities and height. Additionally the bubble plan will show the conceptual configuration of the development areas within the Town Center (RR-1) and South RR-2 prior to final site plan approval. This amendment is key to allowing development to occur without a full amendment procedure being considered by the Planning and Zoning Commission and approved by the City Council which is required now to amend the Master Site Plan. It is staff's continued position that any new standards, increased density and concept plan flexibility proposed will need to be established without compromise to the integrity of the overall development. Therefore the applicant has proposed full development standards regarding landscaping, architecture and signage. B. Landscaping The applicant has prepared a detailed for the area south of U.S. 380. The plan includes some deviations from the Denton Development Code; however, it exceeds current Code requirements in several aspects. The applicant is proposing Code minimum requirements for pervious and impervious surface areas within the RCC-D and NRMU zoned areas. However, their overall landscaped area (all 239.05 acres) is proposed to exceed these minimum zoning district standards. Additionally, the proposal seeks to include active hardscape (i.e. plazas, walkways, sidewalks) to be counted towards open space calculations, however, they would not count towards overall lot coverage calculation (impervious surface area). The proposed standards will include parking lot landscaping and screening, open space percentage requirements, buffer details, pedestrian connectivity, public space (hardscape) standards, drive-through design, lighting control and acceptable tree species. The changes from the previous approved guidelines include adding language that allows for some minor changes to the plan to be approved administratively, such as minimal; tree DRC Findings/Recommendation Page 3 of 5 6 3 2010 839 F _1.M Case#: Z10-0010 relocations to avoid utility conflicts. The buffer areas along U.S. 380 frontage are more clearly defined to create a gateway into the City of Denton and to continue the high-quality appearance found on the north side of U. S. 380. C. Architecture The proposed architectural standards for the South (RR-2) area with frontage along the south side of U.S. 380 and along the I-35 frontage road seek to re-create the look and feel of the Marketplace north of U.S. 380. The development along I-35 frontage road will be individual pad sites. The interior Town Center (RR-1) will have highly animated entertainment district look. The applicant has inserted the standards found in Section 35.13.13.2, Multiple Unit Resia'ential Ihvellings and Multi Family Developments, of the DDC as a placeholder for the South Mixed- Use area at this time. Full development standards for the South Mixed Use area will be proposed at a future date. The architectural standards include building orientation, materials, colors, facade articulation, building features (e.g. arcades, roofs, alcoves, porticoes, canopies and awnings), screening of trash areas and loading docks. Drive-through standards have been added that are based on the standards in the DDC. D. Signage The purpose of a special sign district designation is to allow properties to deviate from the sign regulations found in Subchapter 15, Signs and Advertising Devices, if a qualifying property has an alternative comprehensive plan that is clearly superior to what could be accomplished under standard regulations. The Council agreed with staff's assessment that the uniqueness of the Rayzor Ranch development merited the creation of an SSD and that appropriate guidelines that are compatible with the criteria of Denton Development Code can be achieved. The applicant is now requesting to complete the standards, locations and design of the signage for the Town Center (RR-1) and South (RR-2) areas of the Southern Tract. These include monument, awning, canopy, blade, announcement, and other types of detached and attached signs. The applicant is proposing to add or amend sign definitions in Subchapter 15 of the DDC to tailor them for Rayzor Ranch. Other language in the SSD focuses on area, height, location and number of allowable signs. E. Density Increase and Density Ring The applicant is currently entitled to construct 185 single-family detached units, 496 single- family attached units and 750 multifamily dwelling units were previously approved for the Southern Tract. The applicant seeks to add an additional 1,050 multifamily dwelling units above the already approved 750 for a total of 1,800 multifamily units within 239.05 acres. The additional 1,050 units are proposed to be constructed only within the "Density Zone" identified in Exhibit 6. This yields a gross density of 10.37 dwelling units per acre across the entire site. The density zone seeks to contain the additional units and create a central park type development where residents are able to utilize the 15+ acre park and walk to nearby commercial uses within Rayzor Ranch South. The density zone is placed in such as way as to create a buffer between the proposed multifamily within Rayzor Ranch South and step down in density traveling eastward towards Bonnie Brae Road. The types of residential uses anticipated along Bonnie Brae Road include single-family products. DRC Findings/Recommendation Page 4 of 5 6 3 2010 839 F _1.M Case#: Z10-0010 The applicant, besides limiting the 1,050 units to the density zone proposes to restrict through the overlay that multi-family dwelling units cannot contain more than three (3) bedrooms. This concession was done to alleviate concerns posed by neighbors at the neighborhood meeting. DRC Findings/Recommendation Page 5 of 5 6 3 2010 839 F _1.M Case#: Z10-0010 .t r yl w IL, 4 ~_Lt Lr, , yj1--l-•,-III I~'~ ' ~rJ`~~~ ~ ~ - CJ N . n I 1 ~ 11 ~ I , Y t _ I 41, LL ' F'~^^1^ III r- ^ 1 -7 •`ti ' } '4~ a 'k `T'T_" ; f Y II ! 1 F1 V.. t } l if + C J Legend Aerial of Subject Property Rayzor Ranch Northern Tract Z10-0010 Rayzor Ranch Southern Tract Centerline 0 600 1.000 2,000 3,000 4,000 Feet parcels EXHIBIT 4 Master Site Plan EXHIBIT B-I PROJECT LAND USE "AR", LT FLACL DISTF.ICI I RLSIDLN-In,L DIS7RI~,T 2~ CO'~ME,iCIAL H. XFD JSE 8 SOUTH CAMPILS Rayzor Ranch Concept / Schematic Plan ?l.IHI;M ;,HITS F..41i. 6T 1~.<!yFRP.RAi,E IUILG.NG 1FI6 HT - - I 6D % 45' 3 ] 40 I in ~IYN TEN r RR I' & .,UJ-H RR 2 DISTRICTS % z~)J i M XLD I.4f_ IJI HIL. - h.SIDLNrIAL ED ~6 r ~F DET4rH 11P rn 18.ri L. Si- AT' iw OPTCw96 6J' MUL`I YAelr I WIS t EN~I rY LCYk IjP 1:: 150 I^, J' Tn,A MUL'.i PAM Y UP TG IAOD DD' 1 'R SCO-H M'(FD _I^E DISTRICT - NON RmncNTIAL - 4.D 9U I C. G0 1F1I,E l~ LU I' LLl m 1j L ~r ~q a 1 & dFSY%J RA WA - APN('T N Af -~-rl ln~r R1 AV CIC R C T I BAC RE-3 I ,l l r CV, C T 2 k 9 .C RE h°nvzn-r ha I sol_ r H c~Mr u., CI T i RC.; LIS~q CT I~ A: h TF ADJU T*1 l IN D!y 5 fN I IN ( U SHC 4 Fl ,',Y G' M4P[ 1 .I.IGN WI I4 H"AUI'IAY PI 4 IN, 0H P T-INC E4 Rll'I J' FRO:'..T LIES M -PIN i.ITt' L MI1.. PP C,ETI"GN 5-24-10 R- R-2 i I R'RA c . MI r - ~RF _ENT ST. l v kk ' fx ~u Adbco )UI H R -2 _ L1 / m SF M 1 4 ~ M ~ X ' 11c}T£L ro "(YI`F:T t n 0/ S Q ~TfY I R.a~ 1 :HF f RR •''PA I f I1011:L:' N [1 R t A ~ rl Mr ~ t 1 kir'ror°~~ - a . - SCRIPTURF T.._~ RAYZ0R RAI IG I CCNICERT ( SCHEMATIC PLAN) -IM rv=M,11I T VVVE / u.;i 38(3 EXHIBIT B-2 Bubble Plan EXHIBIT B-3 Density Zone Plan 5/20/10 APPENDIX 1 April 12, 2010 Page 1 APPENDIX 2 South RR-2 and Town Center Conceptual Sign Plan Sign locations indicated are for illustrative purposes only and to further define use and proximity to project site features for various sign types. Final locations and use of signs will be identifid in the approved site plan. April 12, 2010 Page 2 April 1 D ~ -01 APPENDIX 3 South RR-2 and Town Center Sign Examples All signage examples in Appendix 3 are for illustrative purposes only and to further define size calculations required for various sign types. Examples are not indicative of the final graphics for the RRTC Sign District. April 12, 2010 Page 4 A B C Awning sign Banner Blade • ~w~~~nC~ri'YtMtiFi~3`~A h ; t4k ` i t 1 I P ~tt,w„ ~h s yRt,~„ ~ S 1 ftlt/~ ' P y ii MOM.- ~namr~ ttn; ' _77 i xc q~ 09111 l F i'kpm D Canopy Sign I~ R a ,4,5'i9 Ae e~Fp u b lqj)4 April 12, 2010 Page 5 E F IF !C`\ ,riff l Changeable ~h R Message R (xA d~ p i u i>A, Sign F y~{+~.y~ } ~ IFS }\ry 5 I , I, COnstrUCtlon Sign k w p l vR I 3 4 1 T{ ~x)y fir. 'c~M * ~4 ~j \t ~r I i A I k. h G D1rectiOnal f ~ {Way Finding} ~aa Sign L , , ; 1`i~l^~ZI~~ - ^ ~~i.,pi 7 fj. r } +b Y ` IC x~s~ Yu~ I } Directories I y}fr +I I April 12, 2010 Page 6 Effective Sign Area in a .t~ K Illuminated ~t Sign R If~~~ ~ it Y,\, It7 ;~1 Zt. p. al r ~ ~;S L Kiosk Sign ~ r r 9 n ~ ils 0 iv;J e ti April 12, 2010 Page 7 P Motion Picture Sign r April 12, 2010 Page 8 0 Mural A- Q R Outdoor 2 Advertising ' ? y~,.v as • ~ ~ w i ~ d i ~ S Project nnounce- A ment Sign Ir kl I' t 1 T Project j.x. Banner . .y Sign a 61, April 12, 2010 Page 9 u Projecting Sign Project Landmark s , t y L ' ! F kk F J y5 VV Pylon sign w~ i k ~ x Roof Sign 4.i: i a~ April 12, 2010 Page 10 Sandwich Board ;i 4 K Z S to i~.~ Secondary Sign 2 Yb Y AA Tenant Sign ,r Building Sign ,q Facade Sign .r44 BE3 3® - Graphics `Key is r, 1 S April 12, 2010 Page 11 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types All conceptual sign types shown in Appendix 4 are for illustrative purposes only and to further define size requirements for various sign types. Final design and construction drawings will vary. H1- PRIMARY HIGHWAY s, a:rt` ~a i F~ht o: n; April 12, 2010 Page 12 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types H2 - SECONDARY HIGHWAY n~ n. ;t April 12, 2010 Page 13 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types P1- PRIMARY PYLON April 12, 2010 Page 14 k:? r April 12, 2010 Page 15 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types P2 - SECONDARY PYLON ~v April 12, 2010 Page 16 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types M 1- SINGLE TENANT MONUMENT M 2 - DOUBLE TENANT MONUMENT April 12, 2010 Page 17 APPENDIX 4 South RR-2 and Town Center Conceptual Sign Types M 3 - MULTI TENANT MONUMENT TENANT TENANT j TENANT TENANT j TENANT TENANT MULTI-TENANT MONUMENT SIGN M 4 - ENTRY MONUMENT PROACT IDENTITY MIONLH',RENT SIGN April 12, 2010 Page 18 0 0 N m ci Ln N o 41 • t 1 0 tLo tio 00 r_ M t~- C -0 cu 3 00 O 0 u r_ p fl c u s... -0 f6 C O L L -C O C) >1 E to o C 6 to C 0 o u ro N ;F+ a) C (0 41 C C ao L O co N E 4-- m. o CL ay as n u y m a) o u p p 0 o o 1 0 0 0_ o o +n 70 O CO - cn m a U u S f] R 0 In _ L J a 0 ~ M V > C O ~ ~ M c u ~ 0- C CL Q ~ v i O v' 4 oc m o ' _ mVI C L v Com m :3 L 41) F OJ 4 - -0 a in 0 O C O fl c t O a O Q- N a 41 ~ ° v m ~e- o C 3 ay nn a- 3 CL a) 0 L 4, ) CL a' w w O y D' to U 0!i U -0 - 0 C t4 ti.. 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V t p tf t w Q Q Q Q Q Q Q E G] Ll d t ti k%t to tia ut ~ p = x x x x x x x x x x a Z w w w w w w w w w w 0 0 m Ln ~lj ~ o E t4 L s_ FU 4- U -0 c} 0 0 Q s co N C N : N 3 C O L H { W X w 117 D 0 Q, , m 4-1 O v O a bk u T OC CD O Ln v~ N N v u r O F- 0 41 1 v 0 O [7 S - A% Z l~ 1 f Lil W AGENDA INFORMATION SHEET AGENDA DATE: June 8, 2010 DEPARTMENT: City Manager's Office CM: George Campbell SUBJECT Receive a report, hold a discussion and give staff direction regarding nominations/appointments to the City Council committees and the city's boards and commissions. BACKGROUND - Council Committees Members of the City Council serve on designated standing committees to afford policy guidance and direction to the staff. The committee assigmnents are reviewed annually by the City Council to allow the opportunity to make adjustments if necessary. The attached information provides a brief description of each Council conunittee plus a listing of current assignments. As a reminder, Council wanted to include in this discussion the makeup of the City's representatives, including alternates, on the Denton County Transportation Authority. BACKGROUND - Boards and Commissions At the annual City Council Planning Session, Council expressed a desire to hold a work session to discuss nominations before the actual process began. Several points of discussion suggested at the Planning Session included using the appointments more intentionally as a way to engage future leaders and to reflect agreement with Council direction and diversity. There are sixteen standing boards and conunissions. With the exception of the Civil Service Commission whose members are appointed by the City Manager and the Denton Housing Authority whose members are appointed by the Mayor, the Council is responsible for making nominations and approving appointments to these boards and commissions. Section 83 (3) of the Council Rules of Procedure details the Council philosophy for board and connnission nominations: • Individual Council Members making nominations for members to citizen boards and commissions will consider interested persons on a citywide basis. • The City Council will make an effort to be inclusive of all segments of the community in the board and commission appointment process, City Council Members will consider etlviicity, gender, socio-economic levels, and other factors to ensure a diverse representation of Denton citizens. • The City Council will take into consideration an individual's qualifications, willingness to serve, and application information in selecting nominations for membership to each board and commission. • hr an effort to ensure maximum citizen participation, City Council Members will continue the general practice of nominating new citizens to replace board members who have served three consecutive, fill terms on the same board per the provisions of Denton Code of Ordinances, Section 2-65. Each City Council Member is responsible for making nominations for board and commission places assigned to him or her, which shall correspond to the City Council Member's place. Individual City Council Members will make nominations to the full City Council for the governing body's approval or disapproval. To aid in the discussion, a preliminary list of those individuals whose terms are expiring on each board per Council Member nomination is included. A listing of "specialty boards" requiring specific categories of members is also included. As noted on the attached proposed timeline, notebooks will be distributed at the June 15`h meeting to begin the nomination process. Respectfully submitted: Jennifer Walters City Secretary Attachments: Council Committee Assignments Description of City Council Committees Description of Local and Regional Committees Preliminary List of Expiring Terns Specialty Boards Proposed Timeline COUNCIL COMMITTEE ASSIGNMENTS COMMITTEE MEMBERS Agenda Burroughs Kamp Audit/Finance Mulroy Watts Burroughs Council Appointee Performance Review Engelbrecht Heggins Mulroy Mobility Kamp Burroughs Gregory Environment Mulroy Kamp Gregory Ethics Engelbrecht Heggins Gregory Hotel Occupancy Tax Gregory Watts Kam p EXTE RNAL Community Justice Heggins Convention and Visitors Bureau Kamp Heggins Watts Dallas Regional Mobility Coalition Kamp Lake Ray Roberts P&Z Engelbrecht Regional Transportation Council Kamp Texas Municipal Power Agency Watts AD HOC Development Code Review Mulroy Burroughs En elbrecht Property Maintenance Code Committee Heggins Watts Mulro Adopted 07/21/2009 CITY COUNCIL COMMITTEES The Denton City Council has seven internal advisory committees, as well as representation on eight local and regional committees. Assignments to the committees are made following the May city council election. Council members submit requests for committee assignments, with committee membership designated following a Council discussion of the requests. Agenda Committee Established by Ordinance No. 2009-174. * Membership Mayor, Mayor Pro•-Team, City Manager. • Purpose Reviews the City Manager's proposed City Council agendas as to form and agenda content. Audi finance Committee • Established by Resolution No, 82009-015, • Membership Three City Council members. Ex-officio - City Manager, or his designee. • Purpose The duties and purpose of the Committee shall be to assist the City Council in fulfilling its organizational oversight re4ponsibilities relating to the audit function, the investment function and other financial related activities as delegated by the City Council. Council A ointee Performance Review Committee • Established by Resolution No. 82009-015. • Members Three City Council members. Ex-officio - Director of Human Resources. • Purpose The duties and purpose of the Committee shall be to assist the City Council in performance review of the Council appointees and to insure that the appointees' job descriptions are accurate and properly reflect current job duties in order to make recommendations to the City Council to assist the Council in evaluating the job performance of the Council appointees. Additionally, the Committee will make recommendations regarding employment agreements, including renewals, of Council appointee positions. Committee on the Environment • Established by Resolution No. 82009-015. • Membership Three City Council members. Ex-officio - City Manager, or designee. • Purpose The duties of the Committee shall be to review, discuss, deliberate, and consider environmental issues and resources and make recommendations to the City Council. The Committee will also deliberate and make recommendations regarding any other matter delegated to the Committee by the City Council. Council Ethics Committee • Established by Resolution No. R2009-015. • Membership Three City Council members. Ex-officio - City Manager, or designee, and City Attorney, or designee. • Purpose The duties and purpose of the Committee shall be to advise the ,City Council on the Ethics Policy, gather information from citizens regarding the Ethics Policy, and conduct hearing and inquiries as set forth in the enabling resolution. Hotel Occupancy Tax Committee • Established by Resolution No. 82009-015. Membership Three City Council members. Ex-officio City Manager, or designee. • Purpose The duties and purpose of the Committee shall be to monitor allocation and use of hotel occupancy tax funds, ensuring funds are being used to directly enhance and promote tourism and hotel/ convention industry and to recommend organizations to receive funding to City Council. Council Mobilify Committee • Established by Resolution No, R2009-015. • Membership Three City Council members, Chair of the committee serves as representative to Dallas Regional Mobility Committee and Regional Transportation Council, Ex-officio - City Manager, or his designee. • Purpose The duties and purpose of the Committee shall be to review, consider and make recommendations to the City Council regarding any changes to the Mobility Plan, local transportation policy, and any items concerning regional transportation policies and activities. LOCAL AND REGIONAL COMMITTEES Community Justice Council • Established by §76.003 of the Texas Government Code. • City Membership One City Council member of the most populous municipality in the county that the facility will serve. • Purpose Provides policy guidance and direction for the development of criminal justice plans and community correction facilities and programs. Convention and Visitors Bureau • Established by an agreement between Denton Chamber of Commerce and City of Denton; creates an Advisory Board established by the Denton Chamber of Commerce. + City Membership Non-specified number of City Council representatives, Purpose Makes recommendations to the Chamber of Commerce Board of Directors to assist in the promotion of events and attractions to ensure a positive experience to Denton visitors. Dallas Reg!onal Mobility Coalition • Established by 1997 Interlocal Agreement. • City Membership Representative of the City Council. • Purpose Examines all issues related to transportation and recommends transportation improvements and other related actions for the portion of the Dallas Metropolitan Area served by District 18 of the Texas Department of Transportation (Eastern Subregion). Denton Committee on People with Disabilities • Established by a group of Denton citizens, and officially recognized by the City of Denton in Resolution No. R2007-030. • Membership Members are not appointed by the City Council. City Manager is authorized to provide a City staff person or persons to attend Committee meetings and to assist in Committee activities. • Purpose To promote aid to disabled persons, which includes the promotion of better public and employer understanding concerning needs and contributions of persons with disabilities; increased employment, retention, and advancement of disabled workers; encouragement for use of the available services for disabled persons; encouragement of the removal of architectural barriers; and promotion of participation in community life by persons with disabilities. Lake Ra Roberts Plannnin and Zoning Commission ► Established by 1994 Lake Ray Roberts Land Use Ordinance approved by voters in Denton County and adopted by Denton County Commissioners Court: ► City Membership One city council representative from each city included in the Lake Ray Roberts area. • Purpose Reviews and approves land use and development proposals for -unincorporated county land in the Lake Ray Roberts area. Re 'onal Trans ortation Council • Established - Independent transportation policy body of the Metropolitan Planning Organization. + City Membership Representative of the City Council. • Purpose Oversees the metropolitan transportation planning process, including guidance regarding the development of multimodal transportation plans and programs and programming federal and state funds for the implementation of transportation improvements. Tarrant Regional Transportation Coalition + Established - Denton joined October 1, 2008. + City Membership Representative of the City Council. • Purpose A broad-based, non-profit group committed to finding solutions to the mobility challenges facing the western half of the DFW Metroplex. Texas Municipal Power Agency Board of Directors • Established by 1976 Power Sales Agreement providing for a board with eight members, two appointed by the Denton City Council. • City Membership Two representatives approved by the city council who may, but need not necessarily be, members of the city council and/or the Public Utilities Board • Purpose Assists in establishing policies, setting regulations, and overseeing the administration and management of the agency as well as approving and auditing the budget. c a1 E 'o Q Q- m m L L 0 al O Z c O N tA c a ~L m 2 Y Y E E 0 U O L a7 a) L N m E c as E 41 c 'o ra. 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L Q Q Q g M O m m m O m m m m ` y- a) c c c 4- L] L7 L3 O O O S2 L O L O L O • L D L O L O L O v .ti4 ~ as ~ as ~ a) n 0 ~ ° LW a3 a3 a) a) a) S_! -0 -0 LLO O Cz0 bJ3 CLd (D 0 Ga a a hp Lu Z w w > w z Z Z w LU LU €ii N N O 5 41 D C L m U a3 L L c CA o O O L pp N L2 CL i sG m m L c f6 N C~ 41 N CO _O c c m ' C L4 a } fu u u to u U c 0 2 2 Of cc cs > > a w u a7 of ~ C O E 0 u o > Q O E Q O C~ G O ca Q. tA L m N E CL O > •E O c o vNi E 0 t V) to c z_3 --3 41 z O +ii E 0 u Y m u L O n w E E U O > ~n U O E 0 a~ aa~n 4- m U w H Specialty Boards and Connnissions To the extent that persons are available, the following boards and commissions have specialty positions listed for membership: Animal Shelter Advisory Committee (Current board rnnenrber M listed categol)~ One licensed veterinarian who has a principal place of business or a residence in Denton (Wright) One city official (Bryan) One person who is employed by the City of Denton Animal Shelter (Wilson) One representative of an animal welfare organization (Sisson) Three individuals not involved by occupation or membership in any of the above categories (Oliver, McConnell, Veeden) Economic Development Partnership Board (Currennt board rnnennnber in listed categolx) Two members of the Denton City Council serving at time of appointment (Gregory, Burroughs) Two members of the Denton Chamber of Commerce serving at time of appointment (Strange, Rivers) Two members associated with a top twenty City of Denton ad valorem or sale tax payer (O'Rear, Aldridge) President of UNT or a designated UNT faculty or staff member (Vacatnt) Health and Building Standards Conunission Cnrrrernt bortrd rnetnber in listed cote or One general contractor (Wmvro, Strange, Conner) One architect or engineer (Nelson, Weinstein) One person from the plumbing industry One person from the electrical industry Two individuals who are associated with the construction, development or real estate industry (Isaguirre) One additional member (Roby) Two alternates from any of the above (New vacant positions) Historic Landmark Commission (Currennt board nnnennber in listed categorv One County Historical Commission representative One County Bar Association representative One Architect One certified public accountant One owner of real property in the city (All current nnennbers fit in this category) Four additional individuals provided that no one business or professional interest constitutes a majority membership of the commission PROPOSED TIMELINE BOARDS AND COMMISSIONS NOMINATIONS/APPOINTMENTS DATE Week of June 2 June 8 - Tuesday June 15 Tuesday July 20 - Tuesday August 3 Tuesday ACTION Letter from City Secretary to current members with expiring terms asking if desire to be re- nominated, if applicable; letter from Mayor to members with term limits Work Session discussion on nomination process Work Session discussion on nomination process and notebooks distributed Council discuss nominations in Work Session Council vote on nominations in Regular Session Council discuss nominations in Work Session Council vote on nominations in Regular Session August 4 - Wednesday letters sent to new appointments, reappointments of board/commission members plus reception information August 17 - Tuesday Reception - Work Session Room 5:30 - 6:00; swearing in 6:00 - Council Chambers (televised) S:\City Secretary\Boards & Conun\Proposed timeline-council 2010.docx This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 8, 2010 DEPARTMENT: Legal Department CM/DCM/ACM: Anita Burgess, City Attorney SUBJECT: Consider an ordinance of the City of Denton, Texas approving and authorizing the "Further Agreement" regarding Texas Municipal Power Agency, a Texas Joint Powers Agency ("TMPA"), and its four Member Cities, the Cities of Bryan, Denton, Garland and Greenville, Texas; authorizing the City Manager to act on the City's behalf in executing the "Further Agreement" together with any and all necessary supporting documents; and to take such other and further actions as are necessary in order to effectuate and finalize the "Further Agreement"; authorizing the delivery of said "Further Agreement" to TMPA and its three other Member Cities; authorizing the expenditure of any funds therefore; and declaring an effective date. BACKGROUND: In December 2009, the City Council of Denton, as well as, TMPA and all four of its member cities agreed to and approved the "Global Compromise Settlement Agreement" (the "Agreement"). This Agreement has an Attachment "A" which details how the twenty related litigation matters and Public Utilities Commission ("PUCT") proceedings would be settled. As some of the PUCT proceedings have been pending for twelve years, it has been so long since there was activity on them, that some of them were dismissed by the PUCT for want of prosecution. The concern by the attorneys for TMPA and the four Member Cities has been that these matters were dismissed in a different manner than was contemplated by the settlement agreement and that some of the language in the rulings could have been harmful to one side or the other. The attorneys have worked around these issues by agreeing to the attached "Further Agreement." OPTIONS: If action is being taken on this item in the open meeting, then approve or deny the proposed ordinance. RECOMMENDATION: Staff recommends approval of this Further Agreement. This item will also be discussed in the Council's Closed Meeting of June 8, 2010. Respectfully submitted, Anita Burgess, City Attorney ~UN4V Mike Copeland, Utility Attorney ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND AUTHORIZING THE "FURTHER AGREEMENT" REGARDING TEXAS MUNICIPAL POWER AGENCY, A TEXAS JOINT POWERS AGENCY ("TMPA"), AND ITS FOUR MEMBER CITIES, THE CITIES OF BRYAN, DENTON, GARLAND AND GREENVILLE, TEXAS; AUTHORIZING THE CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING THE "FURTHER AGREEMENT" TOGETHER WITH ANY AND ALL NECESSARY SUPPORTING DOCUMENTS, AND TO TAKE SUCH OTHER AND FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND FINALIZE THE "FURTHER AGREEMENT; AUTHORIZING THE DELIVERY OF SAID "FURTHER AMENDMENT" TO TMPA AND ITS THREE OTHER MEMBER CITIES; AUTHORIZING THE EXPENDITURE OF ANY FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is a. Member City of Texas Municipal Power Agency ("TMPA"), a. Joint Powers Agency; and WHEREAS, disputes have arisen over various issues regarding the operations of TMPA; and in December 2009, TMPA and its four Member Cities, Bryan, Denton, Garland and Greenville, Texas reached a global settlement regarding the disputes, and have each approved and entered into a "Global Compromise Settlement Agreement;" and WHEREAS, in order to clarify the positions of TMPA and the four TMPA Member Cities, a "Further Agreement" was prepared for TMPA and the four Member Cities to properly reflect the status of the litigation and proceedings; and NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals in the preamble are true and correct. SECTION 2. The City Manager is hereby authorized to execute and deliver the "Further Agreement" that is attached hereto as Exhibit "A", and is incorporated herewith by reference. SECTION 3. The City Manager is hereby authorized to execute and deliver any documents related to the said "Further Agreement" as are necessary to effectuate, finalize and deliver said "Further Agreement." SECTION 4. This ordinance shall be and become effective immediately upon and after its adoption and approval. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: FURTHER AGREEMENT The terns below set forth the following mutual agreement of TMPA, the City of Denton, the City of Garland, the City of Greenville, the Greenville Electric Utility System, and the City of Bryan: 1) The City of Bryan filed a complaint against Texas Municipal Power Agency in Docket 19585, before the Public Utility Commission of Texas ("Commission"), and the Commission entered its final order in this docket on July 8, 1999; 2) An appeal of the PUC's final order in Docket 19585 was filed in the District Court of Travis County, Texas in Cause No. 99-11127, and on September 6, 2002, the district court entered its judgment in this cause; 3) An appeal of the district court's judgment was filed in the Court of Appeals for the Third Judicial District of Texas, in Cause No. 03-02-00644-CV, the Court of Appeals issued an opinion, and on May 20, 2004, the Court of Appeals entered its judgment in this cause; 4) A petition for review of the judgment of the Third Court of Appeals was filed in the Texas Supreme Court in Cause No. 04-0752, thereafter the Texas Supreme Court issued its opinion, and on June 24, 2008, the Texas Supreme Court entered its mandate, and remanded certain claims, to the Court of Appeals; and 5) On remand, the Third Count of Appeals, on July 24, 2008, in Cause No. 03-02-00644-CV, issued an opinion, and rendered judgment disposing of the remanded issues. Subsequent to the proceedings listed above, the parties entered into a comprehensive settlement agreement. That agreement contemplates that the district court will enter an order of remand in Cause No. 99- 11127, if necessary, and that, once the proceeding is before the Commission, the parties will submit a proposed agreed order to the Commission reciting that no further order is necessary and the cause is dismissed with prejudice based upon the parties' settlement agreement. The Commission, by and through its attorneys, however has advised that it does not concur in opening a. new docket for the remand of the Docket 19585 proceeding to it. To accommodate the Commission and rather than utilizing the alternate procedure of obtaining a district court order remanding Docket 19585 to the Commission, the parties to the Global CSA do hereby agree to be bound as if the trial court had entered an order remanding the cause to the Commission and the Commission had thereafter entered an order dismissing the cause with prejudice based upon the parties' settlement agreement. Entered into by each of the parties as of the date set forth below: TEXAS MUNICIPAL POWER AGENCY ATTEST: By: ATTEST: By: ATTEST: By ATTEST: By ATTEST: ATTEST: By By: Date: CITY OF BRYAN, TEXAS By: Date: CITY OF DENTON, TEXAS By: Date: CITY OF GARLAND, TEXAS By: Date: CITY OF GREENVILLE, TEXAS By: Date: GREENVILLE ELECTRIC UTILITY SYSTEM By: _ Date: -2- This page left blank intentionally. AGENDA INFORMATION SHEET AGENDA DATE: June 8, 2010 DEPARTMENT: Legal Department CM/DCMIACM: Anita Burgess, City Attorney SUBJECT: Consider an ordinance of the City of Denton, Texas approving and authorizing the "Agreement Related to Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency ("TMPA"), City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, and City of Greenville, Texas ("Member Cities"); authorizing the City Manager to act on the City's behalf in executing the "Agreement Related to Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas" together with any and all necessary supporting documents; to take such other and further actions as are necessary in order to effectuate and finalize the aforesaid Agreement; conditioning the approval of this ordinance upon the acceptance and approval by each of the governing bodies of Texas Municipal Power Agency, and the Cities of Bryan, Garland and Greenville, Texas; and to take such other and further actions as are necessary in order to effectuate and finalize the aforesaid Agreement; authorizing the delivery of the aforesaid Agreement to TMPA and its Member Cities; authorizing the expenditure of any funds therefore; and declaring an effective date. BACKGROUND: In December 2009, the City Council of Denton, as well as, TMPA and all of the Member Cities agreed to and approved the "Global Compromise Settlement Agreement" ("GCSA"). A significant issue involved in implementing the GCSA has been an Amendment to the Power Sales Contract ("Amendment") to allow financing of transmission projects without extending the term of the existing Power Sales Contract. As we have discussed at previous meetings, the City of Bryan wanted language included in the Amendment that the TMPA Bond Counsel could not accept. At the direction of the TMPA Board, the P&O committee of TMPA met on April 28th in Waco, Texas where TMPA Bond Counsel agreed to add an additional "Whereas" clause to recognize the GCSA, and all of the Member Cities agreed to propose the attached side agreement that would declare that the GCSA has precedence over the transmission amendment except for Section 2, Paragraph. (B)(8) of the GCSA. Each of the Member Cities agreed to take these agreements to their governing Boards and Councils in June. The time pressure now is to get these approvals effected in June so that Transmission financing can be done by TMPA by September as planned. OPTIONS: If action is being taken in the open meeting, then approve or deny the proposed ordinance. RECOMMENDATION: Staff recommends approval of this "Agreement Related to the Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, and City of Greenville, Texas." This item will also be discussed in the Council's Closed Meeting of June 8, 2010. Respectfully submitted, Et, - LAbL- r~' Anita Burgess, City Attorney " 4) 0 Mike Copeland, Utility Attorney Page S:U.0g 0. Dacum.La4isttllaceo%IOXOW&IOr--l-AIS-TWA. 2 Ate[ [kfaicd To-APSC-mc.doc ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND AUTHORIZING THE "AGREEMENT RELATED TO ADOPTION OF AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNICIPAL POWER AGENCY, CITY OF BRYAN, TEXAS, CITY OF DENTON, TEXAS, CITY OF GARLAND, TEXAS, AND CITY OF GREENVILLE, TEXAS"; AUTHORIZING THE CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING THE "AGREEMENT RELATED TO ADOPTION OF AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNIICIPAL POWER AGENCY, CITY OF BRYAN, TEXAS, CITY OF DENTON, TEXAS, CITY OF GARLAND, TEXAS, CITY OF GREENVILLE, TEXAS" TOGETHER WITH ANY AND ALL NECESSARY SUPPORTING DOCUMENTS; TO TAKE SUCH OTHER AND FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND FINALIZE THE AFORESAID AGREEMENT; CONDITIONING THE APPROVAL OF THIS ORDINANCE UPON THE ACCEPTANCE AND APPROVAL BY EACH OF THE GOVERNING BODIES OF TEXAS MUNICIPAL POWER AGENCY, AND THE CITIES OF BRYAN, GARLAND AND GREENVILLE, TEXAS; AND TO TAKE SUCH FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND FINALIZE THE AFORESAID AGREEMENT TO TMPA AND ITS THREE OTHER MEMBER CITIES; AUTHORIZING THE DELIVERY OF THE AFORESAID AGREEMENT TO TMPA AND ITS THREE OTHER MEMBER CITIES; AUTHORIZING THE EXPENDITURE OF ANY FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is a. Member City of Texas Municipal Power Agency ("TMPA"), a. Joint Powers Agency; and WHEREAS, disputes have arisen over various issues regarding the operations of TMPA; and in December 2009, TMPA and its four Member Cities, Bryan, Denton, Garland and Greenville, Texas reached a global settlement regarding the disputes, and have each approved and entered into a "Global Compromise Settlement Agreement;" and WHEREAS, it is necessary and appropriate for TMPA and the four TMPA Member Cities, to execute this "Agreement Related to Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas;" to reflect their mutual understanding of certain facts; and NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals in the preamble are true and correct. SECTION 2. The City Manager is hereby authorized to execute and deliver the "Agreement Related to Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, City of Denton, City of Garland, City of Greenville, Texas;" a copy of which agreement is attached hereto as Exhibit 'A" incorporated herewith by reference. SECTION 3. The City Manager is hereby authorized to execute and deliver any other and further documents related to the said "Agreement Related to the Adoption of Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, City of Denton, City of Garland, City of Greenville, Texas" as are necessary to effectuate, finalize and deliver said Agreement. SECTION 4. This ordinance shall be and become effective immediately upon and after its adoption and approval; provided however, that Texas Municipal Power Agency, and the Cities of Bryan, City of Garland, and City of Greenville have each approved said Agreement. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY i By. AGREEMENT RELATED TO ADOPTION OF AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNICIPAL POWER AGENCY, CITY OF BRYAN, TEXAS, CITY OF DENTON, TEXAS, CITY OF GARLAND, TEXAS, AND CITY OF GREENVILLE, TEXAS Whereas, each of the Cities of Garland, Greenville, Bryan, Denton, Texas (collectively the "TMPA Member Cities") are parties to separate but identical Power Sales Contracts with Texas Municipal Power Agency ("TMPA") dated September 1, 1976 (the "PSC"); and Whereas, the TMPA Member Cities have previously been involved in litigation related to the meaning and application of the PSC; and Whereas, the TMPA Member Cities have settled their disputes by entering into a. Global Compromise and Settlement Agreement effective December 17, 2009 (the "GCSA") and approved by the governing body of TMPA and each of the TMPA Member Cities; and Whereas, each of the TMPA Member Cities will consider for approval an amendment to the PSC to provide for the creation of an electric transmission facility financing structure that will permit TMPA to finance and/or refinance electric transmission facilities in a manner that (i) will permit the issuance of bonds and other obligations that are secured by TMPA transmission revenues and (ii) will not result in the extension of the PSC notwithstanding the term of such bonds or obligations transmission financing amendment"); and Whereas, the TMPA Member Cities intend that, with one exception, nothing contained in the transmission financing amendment shall modify, alter, supercede, amend or otherwise change the rights and obligations of the parties under the GCSA, the one exception being that the parties intend the transmission financing amendment to supercede Section 2, Paragraph (B)(8) of the GCSA. NOW THEREFORE, in consideration of the foregoing, the mutual undertakings herein contained, and other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, each Member City agrees as follows: 1. Nothing contained in the transmission financing amendment to the PSC shall modify, alter, amend, supercede, or otherwise change the rights and obligations of the parties under the GCSA, except that the transmission financing amendment shall supercede Section 2, Paragraph (B)(8) of the GCSA in the event of any inconsistency between them. 2. Each of the Member Cities agrees that it will not, in any litigation between themselves or between a member city and any third party, including any litigation between a. Member City and TMPA, allege, contend, or argue, that the transmission financing amendment to the PSC in any way supercedes, modifies, alters, amends or otherwise changes the terms of or the rights and obligations of the parties under the GCSA except as to Section 2, Paragraph (B)(8) of the GCSA. 3. Each of the TMPA Member Cities specifically agrees that, except as to Section 2, Paragraph (13)(8) of the GCSA, in any dispute arising regarding the meaning and effect of the transmission financing amendment to the PSC and the GSCA, to the extent that the documents are inconsistent, the terms of the GSCA shall control. 4. Each of the TMPA Member Cities further agrees that nothing contained within the transmission financing amendment to the PSC, and nothing contained in this agreement, shall in any way extend the term of the PSC beyond September 1, 2018. 5. If this agreement is approved and executed by each Member City, then this agreement shall be effective upon the Amendment Date as specified in the transmission financing amendment, if such amendment is adopted by TMPA and each Member City. CITY OF BRYAN, TEXAS By: Date: ATTEST: By: CITY OF DENTON, TEXAS By: Date: ATTEST: By: CITY OF GARLAND, TEXAS By: Date: ATTEST: By: CITY OF GREENVILLE, TEXAS By: Date: ATTEST: By: GEUS, ACTING ON BEHALF OF THE CITY OF GREENVILLE PURSUANT TO ITS CHARTER By: Don Bolin Chairman, Board of Trustees of Electric Utility Board Date: ATTEST: By: incurred unless the Agency shall have obtained an opinion from bond counsel, selected by it, that the issuance of such Transmission Debt will not, in and of itself, extend the term of this Contract, notwithstanding the stated duration of such Transmission Debt. Section 1.6. Section 22 of the Contract is hereby amended to read as follows: Section 22: Dissolution of the Agency. At such time as the Debts of the Agency have been paid or provision made therefor pursuant to Article XI of the Bond Resolution and all Transmission Debt has been paid or provision made therefor in accordance with applicable law or contract, and the Agency is dissolved, each City who has not made an election under Section 13 or withdrawn under Section 16 shall be entitled to an undivided interest in the properties of the Agency in proportion to the amount paid to the Agency under this Contract. ARTICLE II Section 2.1. All other terms, provisions, conditions and obligations of the Contract shall remain in full force and effect, and said Contract, as amended hereby, shall be construed together as a single contractual agreement. Section 2.2. The Amendments made hereby shall be effective upon the Amendment Date. [Signature page follows] Page 4 TEXAS MUNICIPAL POWER AGENCY ATTEST: By: ATTEST: By: ATTEST: By: By: Date: CITY OF BRYAN, TEXAS By: Date: CITY OF DENTON, TEXAS By: Date: Page CITY OF GARLAND, TEXAS ATTEST: By: ATTEST: By: ATTEST: By: By: Date: CITY OF GREENVILLE, TEXAS By: Date: GEUS, ACTING ON BEHALF OF THE CITY OF GREENVILLE PURSUANT TO ITS CHARTER By: Don Bolin Chairman, Board of Trustees of Electric Utility Board Date: Page 6 AGENDA INFORMATION SHEET AGENDA DATE: June 8, 2010 DEPARTMENT: Legal Department CM/DCM/ACM: Anita Burgess, City Attorney SUBJECT: Consider an ordinance of the City of Denton, Texas approving and authorizing the "Amendment to Power Sales Contract between Texas Municipal Power Agency ("TMPA") and City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas (Member Cities)"; authorizing the City Manager to act on the City's behalf in executing the "Amendment to Power Sales Contract between Texas Municipal Power Agency, and City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas" together with any and all necessary supporting documents; and to take such other and further actions as are necessary to effectuate and finalize the aforesaid Amendment to Power Sales Contract; conditioning the approval of this ordinance upon the acceptance and approval by the governing bodies of Texas Municipal Power Agency, and the Cities of Bryan, Garland and Greenville, Texas; authorizing the delivery of the aforesaid Amendment to Power Sales Contract to TMPA and its three other Member Cities; authorizing the expenditure of any funds therefore; and declaring an effective date. BACKGROUND: In December 2009, the City Council of Denton, as well as, TMPA and all of the other Member Cities of TMPA agreed to and approved the "Global Compromise Settlement Agreement" ("GCSA"). A significant issue that has arisen since that time has been an amendment to the Power Sales Contract to allow financing transmission projects without extending the term of the existing Power Sales Contract. As we have discussed at previous meetings, the City of Bryan, Texas wanted language that the TMPA Bond Counsel could not accept. At the direction of the TMPA Board, the P&O committee of TMPA met on April 28th in Waco, where TMPA Bond Counsel agreed to add an additional "Whereas" clause to recognize the GCSA and all of the Member Cities agreed to a propose a side agreement that would declare that the GCSA has precedence over the Transmission amendment except for Section 2, Paragraph (B)(8) of the GCSA. Each of the four TMPA Member Cities agreed to take these agreements to their governing Boards and Councils in June. The time pressure now is to get these approvals in June, so that Transmission financing can be done by TMPA by September 2010 as planned. OPTIONS: If action is being taken in the open meeting, then approve or deny the proposed ordinance. RECOMMENDATION: Staff recommends approval of this Amendment to Power Sales Contract. This item will also be discussed in the Council's Closed Meeting of June 8, 2010. Respectfully submitted, L,L~ P. Anita Burgess, City Attorney ~V7A. LL Mike Copeland, Utility Attorney Page 2 SAL.O Daanoer t. Miscellecepnsl1MWS1O Co--61413-TWA Amend PSO=dw ORDINANCE NO. 2010- AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AND AUTHORIZING THE "AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNICIPAL POWER AGENCY, CITY OF BRYAN, TEXAS, CITY OF DENTON, TEXAS, CITY OF GARLAND, TEXAS, AND CITY OF GREENVILLE, TEXAS"; AUTHORIZING THE CITY MANAGER TO ACT ON THE CITY'S BEHALF IN EXECUTING THE "AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNICIPAL POWER AGENCY, CITY OF BRYAN, TEXAS, CITY OF DENTON, TEXAS, CITY OF GARLAND, TEXAS, CITY OF GREENVILLE, TEXAS" TOGETHER WITH ANY AND ALL NECESSARY SUPPORTING DOCUMENTS; TO TAKE SUCH OTHER AND FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND FINALIZE THE AFORESAID AGREEMENT; CONDITIONING THE APPROVAL OF THIS ORDINANCE UPON THE ACCEPTANCE AND APPROVAL BY EACH OF THE GOVERNING BODIES OF TEXAS MUNICIPAL POWER AGENCY, AND THE CITIES OF BRYAN, GARLAND AND GREENVILLE, TEXAS; AND TO TAKE SUCH FURTHER ACTIONS AS ARE NECESSARY IN ORDER TO EFFECTUATE AND FINALIZE THE AFORESAID AGREEMENT TO TMPA AND ITS THREE OTHER MEMBER CITIES; AUTHORIZING THE DELIVERY OF THE AFORESAID AGREEMENT TO TMPA AND ITS THREE OTHER MEMBER CITIES; AUTHORIZING THE EXPENDITURE OF ANY FUNDS THEREFOR; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas is a. Member City of Texas Municipal Power Agency ("TMPA"), a. Joint Powers Agency; said entity was formed by Texas Municipal Power Agency and its Member Cities, the Cities of Bryan, Denton, Garland and Greenville, Texas on September 1, 1976; said Power Sales Contract entered into on September 1, 1976 was amended twice, most recently on November 5, 1997; and WHEREAS, disputes have arisen over various issues regarding the operations of TMPA; and in December 2009, TMPA and its four Member Cities, Bryan, Denton, Garland and Greenville, Texas reached a global settlement regarding the disputes, and have each approved and entered into a "Global Compromise Settlement Agreement;" which settles their differences and disposes of numerous Civil Actions as well as numerous proceedings at the Public Utilities Commission of Texas; and WHEREAS, it is appropriate and in the best interests of the City, and for TMPA and the other three TMPA Member Cities, to execute this "Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, Texas, City of Denton, Texas, City of Garland, Texas, City of Greenville, Texas;" to reflect their mutual agreement as to future transmission financing; and NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals in the preamble are true and correct. SECTION 2. The City Manager is hereby authorized to execute and deliver the "Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, City of Denton, City of Garland, City of Greenville, Texas;" a copy of which agreement is attached hereto as Exhibit' A," incorporated herewith by reference. SECTION 3. The City Manager is hereby authorized to execute and deliver any other and further documents related to the said "Amendment to Power Sales Contract between Texas Municipal Power Agency, City of Bryan, City of Denton, City of Garland, City of Greenville, Texas" as are necessary to effectuate, finalize and deliver said Agreement. SECTION 4. This ordinance shall be and become effective immediately upon and after its adoption and approval; provided however, that Texas Municipal Power Agency, and the Cities of Bryan, City of Garland, and City of Greenville have each approved said Agreement. PASSED AND APPROVED this the day of 12010. MARK A. BURROUGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: AMENDMENT TO POWER SALES CONTRACT BETWEEN TEXAS MUNICIPAL POWER AGENCY AND CITY OF BRYAN, TEXAS CITY OF DENTON, TEXAS CITY OF GARLAND, TEXAS CITY OF GREENVILLE, TEXAS This Amendment to Power Sales Contract (this "Amendment"), made and entered into as of Amendment Date (as hereinafter defined), by and between the Texas Municipal Power Agency, a municipal corporation and political subdivision of the State of Texas and herein referred to as the "Agency" and the City of Bryan, Texas, the City of Denton, Texas, the City of Garland, Texas and the City of Greenville, Texas, each of which cities is a municipal corporation of the State of Texas and a home rule city, and herein collectively called the "Cities" and individually called "City." WHEREAS, the Agency and the Cities entered into that certain Power Sales Contract (the "Power Sales Contract") made and entered into as of the 1st day of September, 1976, which Power Sales Contact was amended by and between the Agency and the Cities as of the 1st day of September, 1976 and again as of the 5th day of November, 1997 (such amendments together with the Power Sales Contract being herein called the "Contrast"); and WHEREAS, the Agency and the Cities have agreed in the Global Compromise and Settlement Agreement, effective December 17, 2009, to use their best efforts to implement a. transmission financing program; and WHEREAS, the Agency and the Cities desire to amend the Contract to provide for the creation of an electric transmission facility financing structure that will permit the Agency to finance and/or refinance electric transmission facilities in a manner that (i) will permit the issuance of bonds and other obligations that are secured on and after the Debt Discharge Date (as hereinafter defined) by Agency transmission revenues and (ii) will not result in the extension of the Contract beyond the final date all debt other than Transmission Debt as defined herein matures, which is currently anticipated to be September 1, 2018, notwithstanding the term of such bonds or obligations; and WHEREAS, the Agency and the Cities mutually agree to the amendment of the Contract for the purposes and upon the terms hereinafter provided; and WHEREAS, the Agency has obtained the consents and given the notices required to be obtained or given prior to entering into this Amendment; and Page 1 WHEREAS, the "Amendment Date" shall be, assuming the approval and execution of this Amendment by the Agency and each of the Cities, the date that this Amendment is executed by the last party to execute this Amendment; and WHEREAS, the modifications made by this Amendment are by their express terms effective as of the Amendment Date and affect only bonds and other obligations that may be issued after the Amendment Date; and WHEREAS, as a result of the foregoing, no modification effected by this Amendment affects, and in particular, no modification effected by this Amendment adversely affects, the rights and interests of any of the bondholders, noteholders, insurers, credit banks and other beneficiaries or interested persons or entities having interests in the Agency's outstanding Bonds or Subordinated Indebtedness (collectively, the "Interested Parties") and, more specifically, no modification effected by this Amendment adversely affects the security of the Interested Parties by lessening the amount to be paid to the Agency by the Cities or any other person or entity under the Contract, or by changing the source or nature of such payment; and WHEREAS, the Cities hereby reaffirm their respective commitments to the Agency and to the holders of the outstanding Bonds or Subordinated Indebtedness to provide the payments required under the Contract to assure that the obligations of the Agency are timely paid in accordance with the provisions of the Contract; NOW, THEREFORE, in consideration of the mutual undertakings herein contained, the Agency and each of the Cities hereby agree as follow: ARTICLE I Section 1.1. Section 1 of the Contract is hereby amended to read as follows: Section 1: Term of Contract. This Contract shall become effective upon the delivery to the Agency of the proceeds of the initial series of Bonds. Subject to the provisions of Sections 16 and 19 hereof, this Contract shall remain in effect for a period of thirty-five (35) years from the date hereof or until such time as all of the Debts of the Agency shall have been paid (or provision for such payment shall have been made), whichever is later; provided, however, that the term of any Bonds or Subordinated Indebtedness issued after the Amendment Date and determined by the Board at the date of its authorization to be Transmission Debt shall not be considered in determining the term of this Contract and shall not extend the term of this Contract, notwithstanding the stated duration of such Transmission Debt. Section 1.3. Section 2 of the Contract is hereby amended to add the following definitions: Page 2 (c) "Amendment Date" shall have the same meaning as set forth in the amendment to this Contract that provided for the issuance of Transmission Debt. 0) "Debt Discharge Date" shall mean the date of final payment or discharge of all Bonds and Subordinated Indebtedness other than indebtedness issued after the Amendment Date to finance or refinance Transmission Facilities, which at the time of its issuance is designated by the Board as Transmission Debt. (w) "Transmission Debt" shall mean all bonds, debt or other obligations issued by the Agency on or after the Amendment Date that are (i) made payable and secured, effective the later of the Debt Discharge Date or the date of issuance of such bonds, debt or other obligations, by a pledge of all or any part of the Transmission Revenues, and not secured by any payments made to the Agency by the Cities under this Contract, and (ii) with respect to which the Board finds that such bonds, debt or other obligations are issued solely for the purpose of financing the acquisition, construction, improvement, expansion, equipment, operation or other costs of Transmission Facilities for which the Agency is authorized by law to incur debt and/or the refinancing thereof, provided, however, that any such bonds, debt or other obligations issued prior to the Debt Discharge Date and designated by the Board as Transmission Debt may be issued as Subordinated Indebtedness if the proceedings authorizing such bonds, debt or other obligations provide that on and after the Debt Discharge Date such bonds, debt or other obligations shall become secured by all or part of the Transmission Revenues, and not be obligations of the System or be secured by any payments made to the Agency by the Cities under this Contract. (x) "Transmission Facilities" shall mean all electric transmission and/or transformation facilities wherever located and acquired and/or constructed and owned by the Agency, including, without limitation, such facilities owned in fee simple in their entirety or in an indivisible ownership interest or other ownership interest. (y) "Transmission Revenues" shall mean the gross revenues produced by or otherwise allocable to the Transmission Facilities, excluding any revenues from payments made to the Agency by the Cities under this Contract. Section 1.4. Section 2 of the Contract is hereby amended to change the letter designations of the definitions therein to accommodate the addition of the definitions provided in Section 1.3 of this Amendment. Section 1.5. Section 12(g) of the Contract is hereby amended to read as follows: (g) No Bonds, Subordinated Indebtedness, Special Contract Obligations or Transmission Debt shall be issued or incurred without the prior approval of the Board of Directors of the Agency, and no Transmission Debt shall be issued or Page 3